Exhibit 10.5.2 New York, New York April 30, 1996 NOTE FOR VALUE RECEIVED, the undersigned, NRG GENERATING (U.S.) INC., a Delaware corporation (the "Company"), hereby promises to pay to the order of NRG ENERGY, INC., a Delaware corporation, or...NRG Generating U S Inc • November 17th, 1997 • Cogeneration services & small power producers
This Note shall be construed in accordance with and governed by the laws of the State of New York and any applicable laws of the United States of America.
Via Facsimile August 2, 1996NRG Generating U S Inc • November 17th, 1997 • Cogeneration services & small power producers • New York
Exhibit 10.8.3 STOCK PLEDGE AGREEMENT between NRG GENERATING (U.S.) INC. (as Pledgor) and CREDIT SUISSE (as Agent) Dated as of June 28, 1996Stock Pledge Agreement • November 17th, 1997 • NRG Generating U S Inc • Cogeneration services & small power producers • New York
CO-INVESTMENT AGREEMENT between NRG ENERGY, INC. and NRG GENERATING (U.S.) INC. Dated as of April 30, 1996Investment Agreement • November 17th, 1997 • NRG Generating U S Inc • Cogeneration services & small power producers • Delaware
2. In connection with the Plan of Reorganization, the Manager has agreed to provide management, administrative and certain other services to the Company in connection with the day to day business of the Company. A G R E E M E N T In consideration of...Management Services Agreement • November 17th, 1997 • NRG Generating U S Inc • Cogeneration services & small power producers
CHAPTER 11 FINANCING AGREEMENTFinancing Agreement • November 17th, 1997 • NRG Generating U S Inc • Cogeneration services & small power producers • New York
Exhibit 10.31.4 NRG GENERATING (U.S.) INC. 1996 STOCK OPTION PLANNRG Generating U S Inc • November 17th, 1997 • Cogeneration services & small power producers • Delaware
AMENDED AND RESTATED AGREEMENT FOR PURCHASE AND SALE OF ELECTRIC POWER BETWEEN O'BRIEN (PARLIN) COGENERATION, INC. AND JERSEY CENTRAL POWER & LIGHT COMPANYAgreement for Purchase and Sale • November 17th, 1997 • NRG Generating U S Inc • Cogeneration services & small power producers
Exhibit 10.5.1 LOAN AGREEMENT dated as of April 30, 1996 $45,000,000 _______________________ Between NRG ENERGY, INC. and NRG GENERATING (U.S.) INC. LOAN AGREEMENT, dated as of April 30, 1996, between NRG GENERATING (U.S.) INC., a Delaware corporation...Loan Agreement • November 17th, 1997 • NRG Generating U S Inc • Cogeneration services & small power producers • New York
AMENDED AND RESTATED PARTNERSHIP AGREEMENT OF GRAYS FERRY COGENERATION PARTNERSHIPPartnership Agreement • November 17th, 1997 • NRG Generating U S Inc • Cogeneration services & small power producers • Pennsylvania
TABLE OF CONTENTS 1. Definitions 1 2. Obligations with respect to Taxes 2 3. Method of Payment 4 4. No Setoff 4 5. Nature of Obligations 5 6. Representations and Warranties 6 7. Covenants and Agreements 6 8. Enforcement 7 9. Notices 7 10. Survival of...Tax Indemnification Agreement • November 17th, 1997 • NRG Generating U S Inc • Cogeneration services & small power producers • New York
Re: Amended and Restated Agreement for Purchase and Sale of Electric Power (the "Parlin PPA") between O'Brien (Parlin) Cogeneration, Inc. ("Parlin") and Jersey Central Power & Light Company ("JCP&L") and the Third Amendment to Power Purchase Agreement...Power Purchase Agreement • November 17th, 1997 • NRG Generating U S Inc • Cogeneration services & small power producers
This letter is to confirm our mutual understanding and agreement that, the BPU Approval having been received, executed signature pages to the Third Amendment and the Parlin PPA having been exchanged, the bankruptcy court order approving the NRG Plan (as defined in the Parlin PPA and the Newark Third Amendment) having been entered on February 23, 1996 and the gas supply agreement between JCP&L and Public Service Electric and Gas Company having been entered into and approved by the New Jersey Board of Public Utilities, all conditions precedent to the Newark Third Amendment and the Parlin PPA have been satisfied and the Parlin PPA and the Newark Third Amendment have become effective as of April 30, 1996.
AGREEMENT BETWEENAgreement • November 17th, 1997 • NRG Generating U S Inc • Cogeneration services & small power producers
Exhibit 10.31.2 NRG GENERATING (U.S.) INC. 1996 STOCK OPTION PLAN GRANT OF INCENTIVE STOCK OPTION Date of Grant: ______________________NRG Generating U S Inc • November 17th, 1997 • Cogeneration services & small power producers • Delaware
1. Definitions 1 2. Creation of Security Interest 2 3. Delivery of Collateral; Perfection and Use of Accounts 6 4. Representations and Warranties 6 5. Covenants and Agreements 7 6. Use of the Accounts 10 7. Debtors' Obligations upon Event of Default...Assignment and Security Agreement • November 17th, 1997 • NRG Generating U S Inc • Cogeneration services & small power producers • New York
Exhibit 10.8.5 GUARANTY This GUARANTY dated as of June 28, 1996 by NRG Generating (U.S.) Inc., a Delaware corporation ("Guarantor"), to Credit Suisse, as Agent for the benefit of the Lenders ("Agent") under the Credit Agreement referred to below.NRG Generating U S Inc • November 17th, 1997 • Cogeneration services & small power producers • New York
WITNESSETH:Asset Management Agreement • November 17th, 1997 • NRG Generating U S Inc • Cogeneration services & small power producers • New York
Exhibit 10.27.2 CONSENT TO ASSIGNMENT OF AGREEMENT This CONSENT TO ASSIGNMENT OF AGREEMENT ("Consent to Assignment"), dated as of March 1, 1996, is executed by PHILADELPHIA UNITED POWER CORPORATION, a Pennsylvania corporation, ("PUPCO"), GRAYS FERRY...Assignment of Agreement • November 17th, 1997 • NRG Generating U S Inc • Cogeneration services & small power producers
BACKGROUNDSide Agreement • November 17th, 1997 • NRG Generating U S Inc • Cogeneration services & small power producers
Exhibit 10.8.2 AMENDMENT NUMBER 1 TO CREDIT AGREEMENT by and among NRG GENERATING (NEWARK) COGENERATION INC. and NRG GENERATING (PARLIN) COGENERATION INC. CREDIT SUISSE, GREENWICH FUNDING CORPORATION AND ANY PURCHASING LENDER as Lender, and CREDIT...Credit Agreement • November 17th, 1997 • NRG Generating U S Inc • Cogeneration services & small power producers
Exhibit 10.6.1 SUPPLEMENTAL LOAN AGREEMENT dated as of April 30, 1996 Between NRG ENERGY, INC. and NRG GENERATING (U.S.) INC. SUPPLEMENTAL LOAN AGREEMENT, dated as of April 30, 1996, between NRG GENERATING (U.S.) INC., a Delaware corporation formerly...Supplemental Loan Agreement • November 17th, 1997 • NRG Generating U S Inc • Cogeneration services & small power producers • New York
Exhibit 10.8.1 CREDIT AGREEMENT by and among NRG GENERATING (NEWARK) COGENERATION INC. and NRG GENERATING (PARLIN) COGENERATION INC. CREDIT SUISSE, GREENWICH FUNDING CORPORATION AND ANY PURCHASING LENDER as Lender, and CREDIT SUISSE as Agent Dated as...Credit Agreement • November 17th, 1997 • NRG Generating U S Inc • Cogeneration services & small power producers
NRG ENERGY, INC.Stock Purchase and Reorganization Agreement • November 17th, 1997 • NRG Generating U S Inc • Cogeneration services & small power producers
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 increa
BACKGROUNDAcquisition Agreement • November 17th, 1997 • NRG Generating U S Inc • Cogeneration services & small power producers • Pennsylvania
AMENDMENT TO STEAM PURCHASE AGREEMENT between O'BRIEN (NEWARK) COGENERATION, INC. and NEWARK GROUP INDUSTRIES, INC.Steam Purchase Agreement • November 17th, 1997 • NRG Generating U S Inc • Cogeneration services & small power producers • New Jersey
AGREEMENTLeased Employee Agreement • November 17th, 1997 • NRG Generating U S Inc • Cogeneration services & small power producers
Exhibit 10.20.6 AMENDMENT NO. 5 TO STEAM PURCHASE CONTRACT WHEREAS, E. I. DuPont de Nemours and company ("Du Pont") and O'Brien Energy Systems, Inc. ("O'Brien") entered into a Steam Purchase Contract dated December 8, 1986, as amended by Amendment No....Steam Purchase Contract • November 17th, 1997 • NRG Generating U S Inc • Cogeneration services & small power producers
BACKGROUND Lessor is the owner of a portion of a building erected on land ("Land") owned by the Philadelphia Electric Company ("PECO") located at 26th and Christian Streets, Philadelphia, Pennsylvania and known as Schuylkill Station ("Building"). The...Site Lease • November 17th, 1997 • NRG Generating U S Inc • Cogeneration services & small power producers • Pennsylvania
CONTINGENT CAPACITY PURCHASE ADDENDUM TO THE AGREEMENT FOR PURCHASE OF ELECTRIC OUTPUT (PHASE 1)Contingent Capacity Purchase • November 17th, 1997 • NRG Generating U S Inc • Cogeneration services & small power producers
Exhibit 10.21.2 ELECTRICITY PURCHASE CONTRACT This Electricity Purchase Contract (the "Contract"), dated as of April 30, 1996, is by and between O'BRIEN (PARLIN) COGENERATION INC. ("O'Brien") and NRG PARLIN INC. ("NPI"). RECITALS: A. O'Brien and E. I....Electricity Purchase Contract • November 17th, 1997 • NRG Generating U S Inc • Cogeneration services & small power producers
Exhibit 10.26.2 AMENDED AND RESTATED STEAM VENTURE AGREEMENT This Amended and Restated Steam Venture Agreement is made this 17th day of September, 1993 by, between and among Philadelphia Thermal Energy Corporation ("PTEC"), Philadelphia United Power...Venture Agreement • November 17th, 1997 • NRG Generating U S Inc • Cogeneration services & small power producers • Pennsylvania
July 25, 1988 Mr. Robert A. Shinn Vice President O'Brien Energy Systems 225 S. Eighth Street Philadelphia, PA 19106 Dear Bob: This letter hereby acknowledges the O'Brien Energy Systems and E. I. du Pont de Nemours & Co. mutually agree to extend the...NRG Generating U S Inc • November 17th, 1997 • Cogeneration services & small power producers
Exhibit 10.8.4 GUARANTY This GUARANTY dated as of May 17, 1996 by NRG Energy, Inc., a Delaware corporation ("Guarantor"), to Credit Suisse, as Agent for the benefit of the Lenders ("Agent") under the Credit Agreement referred to below.NRG Generating U S Inc • November 17th, 1997 • Cogeneration services & small power producers • New York
RECITALS:Steam Purchase Contract • November 17th, 1997 • NRG Generating U S Inc • Cogeneration services & small power producers
Exhibit 10.20.5 AMENDMENT NUMBER FOUR TO STEAM PURCHASE CONTRACT BETWEEN O'BRIEN ENERGY SYSTEMS, INC. AND E. I. DUPONT DE NEMOURS & COMPANY (Parlin Cogeneration Facility) WHEREAS, O'Brien Energy Systems, Inc. (O'Brien") and E. E. DuPont de Nemours &...NRG Generating U S Inc • November 17th, 1997 • Cogeneration services & small power producers
