Exhibit 10.26.3 PLEDGE AGREEMENT NRG GENERATING (U.S.) INC.,Pledge Agreement • March 31st, 1998 • NRG Generating U S Inc • Cogeneration services & small power producers • New York
2(a) Due Organization and Power 44 2(b) Capitalization...... 44 2(c) Authorization and Consents.. 45 2(d) Binding Obligations.................. 45 2(e) No Violation........................... 45 2(f) Litigation 45 2(g) No Default 46 2(h) Existing...Credit Agreement • March 31st, 1998 • NRG Generating U S Inc • Cogeneration services & small power producers • New York
RECITALSAssignment and Assumption Agreement • March 31st, 1998 • NRG Generating U S Inc • Cogeneration services & small power producers
ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE PLEDGORSPledge and Security Agreement • March 31st, 1998 • NRG Generating U S Inc • Cogeneration services & small power producers
Exhibit 10.26.8 SUBORDINATION AGREEMENTSubordination Agreement • March 31st, 1998 • NRG Generating U S Inc • Cogeneration services & small power producers
RECITALSNRG Generating U S Inc • March 31st, 1998 • Cogeneration services & small power producers • New York
Guaranty, dated as of the 10th day of December, 1997 that amends the Limited Guaranty made by NRG Energy for the benefit of Cogen, LLC dated September 19, 1997.Guaranty • March 31st, 1998 • NRG Generating U S Inc • Cogeneration services & small power producers
Exhibit 10.31.4 NRG GENERATING (U.S.) INC. 1997 STOCK OPTION PLAN GRANT OF NONEMPLOYEE DIRECTOR NONQUALIFIED STOCK OPTION Date of Grant: ______________________ THIS GRANT, dated as of the date of grant first stated above (the "Date of Grant"), is...NRG Generating U S Inc • March 31st, 1998 • Cogeneration services & small power producers • Delaware
Exhibit 10.25.4 INDEMNIFICATION AGREEMENT This INDEMNIFICATION AGREEMENT, dated as of March 21, 1997, to be effective as of January 1, 1997, (this "Agreement"), is made by and among (i) NRG GENERATING (PARLIN) COGENERATION INC., a Delaware corporation...Indemnification Agreement • March 31st, 1998 • NRG Generating U S Inc • Cogeneration services & small power producers • New York
RECITALSConfidentiality Agreement • March 31st, 1998 • NRG Generating U S Inc • Cogeneration services & small power producers
ofGeneral Security Agreement • March 31st, 1998 • NRG Generating U S Inc • Cogeneration services & small power producers • New York
Exhibit 10.31.3 NRG GENERATING (U.S.) INC. 1997 STOCK OPTION PLAN GRANT OF EMPLOYEE NONQUALIFIED STOCK OPTION Date of Grant: ______________________ THIS GRANT, dated as of the date of grant first stated above (the "Date of Grant"), is delivered by NRG...NRG Generating U S Inc • March 31st, 1998 • Cogeneration services & small power producers • Delaware
RECITALSConsent And • March 31st, 1998 • NRG Generating U S Inc • Cogeneration services & small power producers • New York
GUARANTEENRG Generating U S Inc • March 31st, 1998 • Cogeneration services & small power producers • New York
RECITALSStock Purchase Agreement • March 31st, 1998 • NRG Generating U S Inc • Cogeneration services & small power producers • Minnesota
Exhibit 10.31.2 NRG GENERATING (U.S.) INC. 1997 STOCK OPTION PLAN GRANT OF INCENTIVE STOCK OPTION Date of Grant: ______________________ THIS GRANT, dated as of the date of grant first stated above (the "Date of Grant"), is delivered by NRG Generating...NRG Generating U S Inc • March 31st, 1998 • Cogeneration services & small power producers • Delaware
Exhibit 10.27.14 OPERATION AND MAINTENANCE AGREEMENT This Operation and Maintenance Agreement (hereinafter this "Agreement") is entered into this 19th day of September, 1997, by and between NRG (Morris) Cogen, LLC, a Delaware limited liability company...Operation and Maintenance Agreement • March 31st, 1998 • NRG Generating U S Inc • Cogeneration services & small power producers • Illinois
RECITALSConsent • March 31st, 1998 • NRG Generating U S Inc • Cogeneration services & small power producers • Illinois
Exhibit 10.27.8 Execution Version CONSTRUCTION AND TERM LOAN AGREEMENT dated as of September 15, 1997Construction and Term Loan Agreement • March 31st, 1998 • NRG Generating U S Inc • Cogeneration services & small power producers • New York
Exhibit 10.27.11 SUPPLEMENTAL LOAN AGREEMENT dated as of December 10, 1997Supplemental Loan Agreement • March 31st, 1998 • NRG Generating U S Inc • Cogeneration services & small power producers • Minnesota
Exhibit 10.27.17 Limited Guaranty This Limited Guaranty (this "Guaranty") is made on this 19th day of September, 1997, by NRG Energy, Inc., a Delaware corporation, with its principal offices located at 1221 Nicollet Mall, Minneapolis, Minnesota (the...Limited Guaranty • March 31st, 1998 • NRG Generating U S Inc • Cogeneration services & small power producers
Exhibit 10.25.1 NRG GENERATING (NEWARK) COGENERATION INC./ POWER OPERATIONS, INC. OPERATING AND MAINTENANCE AGREEMENT This System Operating and Maintenance Agreement ("Agreement") is made as of the 8th day of November 1996 between NRG Generating...Operating and Maintenance Agreement • March 31st, 1998 • NRG Generating U S Inc • Cogeneration services & small power producers • New Jersey
Exhibit 10.26.5 GENERAL SECURITY AGREEMENTGeneral Security Agreement • March 31st, 1998 • NRG Generating U S Inc • Cogeneration services & small power producers • New York
FIRST AMENDMENT to CONSTRUCTION SERVICES AGREEMENTConstruction Services Agreement • March 31st, 1998 • NRG Generating U S Inc • Cogeneration services & small power producers • Minnesota
Execution Version EQUITY COMMITMENT AGREEMENT dated as of September 15, 1997Equity Commitment Agreement • March 31st, 1998 • NRG Generating U S Inc • Cogeneration services & small power producers • New York
CONSENT TO ASSIGNMENT OF OPERATING GUARANTY AGREEMENTAssignment of Operating Guaranty Agreement • March 31st, 1998 • NRG Generating U S Inc • Cogeneration services & small power producers • New York
RECITALSEquity Commitment Guaranty • March 31st, 1998 • NRG Generating U S Inc • Cogeneration services & small power producers • New York
Exhibit 10.27.6 CONSTRUCTION SERVICES CONTRACT This Construction Services Contract (this "Contract") is made and entered into as of the 29th day of August, 1997, by and between NRG Energy, Inc. ("NRG") and NRG (Morris) Cogen, LLC ("Client"). Client...Construction Services Contract • March 31st, 1998 • NRG Generating U S Inc • Cogeneration services & small power producers • Minnesota
Exhibit 10.27.12 SUBORDINATED PLEDGE AND SECURITY AGREEMENT dated as of December 10, 1997Subordinated Pledge and Security Agreement • March 31st, 1998 • NRG Generating U S Inc • Cogeneration services & small power producers
