Exhibit 10.2.3
NRG Energy, Inc.
0000 Xxxxxxxx Xxxx
Xxxxx 000
Xxxxxxxxxxx, XX
April 30, 1996
O'Brien Environmental Energy, Inc.
000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Gentlemen/Ladies:
Reference is made to that certain Chapter 11 Financing
Agreement dated August 30, 1995, as amended by letter agreement
dated February 20, 1996, (the "DIP Loan Agreement") between
O'Brien Environmental Energy, Inc. (the "Company") and NRG
Energy, Inc. ("NRG") and the Amended and Restated Stock Purchase
and Reorganization Agreement dated as of January 31, 1995 (the
"Acquisition Agreement") by and between the Company and NRG.
This will confirm our agreement to amend the DIP Loan Agreement
by (i) striking the proviso that appears beginning in the seventh
line of Section 1.9 of the DIP Loan Agreement and (ii) deleting
the words "making or incurring specified Development Costs"
beginning in the fifth line of Section 6(b) of the DIP Loan
Agreement and replacing them with the following: "making capital
contributions or incurring development costs in connection with
the projects commonly referred to as Edgeboro or Grays Ferry" (it
being agreed and understood that, in view of the possible
increase to the Cash Purchase Price (as defined in the
Acquisition Agreement) provided for in Section 2.5 of the
Acquisition Agreement in the event the Company makes capital
contributions or incurs development costs in connection with
Edgeboro or Grays Ferry using funds provided to the Company under
the DIP Loan Agreement, any provision in the DIP Loan Agreement
providing for a reduction in the amount to be repaid in respect
of any DIP Loan would be duplicative of or otherwise inconsistent
with Section 2.5 of the Acquisition Agreement. Except as
expressly set forth above herein, this letter amendment does not
amend or otherwise affect the DIP Loan Agreement, which shall
continue in full force and effect.
If the foregoing accurately sets forth our agreement with
respect to the subject matter hereof, please sign in the place
indicated below an return an original of this letter agreement,
as signed, to the undersigned.
NRG ENERGY, INC.
By: /s/ Xxxxx Xxxxxxxxxxx
Vice President
ACCEPTED AND AGREED TO:
O'BRIEN ENVIRONMENTAL ENERGY, INC.
By: /s/ Xxxx X. Xxxxx
As of the date set forth above.
