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Exhibit 2
NRG ENERGY LETTERHEAD
August 28, 1997
Xxx Xxxxxxx
NRG Generating US Inc.
0000 Xxxxxxxx Xxxx
Xxxxxxxxxxx, XX 00000
RE: Option Agreement Dated March 8, 1996 between NRG Energy, Inc. and
NRG Generating (U.S.) Inc. (formerly O'Brien Environmental Energy, Inc.)
Dear Xxx:
NRG Energy, Inc. hereby exercises its option to convert $3 million in principal
amount of the outstanding loan to NRGG (Schuylkill) Cogeneration, Inc. into
common stock of NRG Generating (U.S.) Inc. pursuant to Section 2 of the
above-referenced Option Agreement effective as of September 19, 1997 (which is
fifteen business days from today).
As of September 19, 1997, NRG Energy will exchange the existing Note for (i) a
new Note reflecting a maximum principal amount of $7 million (a proposed draft
of which is attached hereto) and (ii) 396,255 new shares of NRG Generating
Common stock (which is 5.767% of the number of shares outstanding on April 30,
1996, assuming the issue of such 396,255 option shares on that date). In
addition, as of the date of the exchange NRG Energy will record in the Register
(as such term is defined in the underlying Loan Agreement) a $3 million
prepayment of principal by NRGG (Schuylkill) Cogeneration.
Please coordinate the exchange of Notes and the issuance of the option shares
with Xxx Xxxxxx and Xxxxx Xxxx.
Sincerely,
/s/ Xxxxx X. Xxxxxxxxxxx
cc: Xxx Xxxxxx, Xxxxx Xxxx
NRG Generating Board Members (w/o encl.)
