650,000,000 FIRST LIEN CREDIT AGREEMENT Dated as of February 23, 2006 Among ASTORIA GENERATING COMPANY ACQUISITIONS, L.L.C. as Borrower and ASTORIA GENERATING COMPANY HOLDINGS, L.L.C. as Parent and THE INITIAL LENDERS, INITIAL REVOLVING ISSUING BANK...Credit Agreement • August 12th, 2008 • US Power Generating CO • New York
CREDIT AGREEMENT (this “Agreement”) dated as of February 23, 2006 among Astoria Generating Company Acquisitions, L.L.C., a Delaware limited liability company (the “Borrower”), Astoria Generating Company Holdings, L.L.C., a Delaware limited liability company (the “Parent”), the Subsidiary Guarantors (as hereinafter defined), the Lenders (as hereinafter defined), the Revolving Issuing Bank (as hereinafter defined), the Term Issuing Bank (as hereinafter defined), The Bank of New York (“BONY”), as collateral agent (together with any successor collateral agent appointed pursuant to Article VII, the “Collateral Agent”) for the Secured Parties (as hereinafter defined), Morgan Stanley Senior Funding, Inc. (“MSSF”) as structuring agent (together with any successor structuring agent, the “Structuring Agent”), Goldman Sachs Credit Partners L.P. (“Goldman Sachs”) as syndication agent (together with any successor syndication agent, the “Syndication Agent”), Morgan Stanley & Co. Incorporated (“MS&Co
US POWER GENERATING COMPANY (the “Plan”) Restricted Stock Units AgreementRestricted Stock Units Agreement • August 12th, 2008 • US Power Generating CO
This Restricted Stock Units Agreement (the “Agreement”) confirms the grant on , 200___(the “Grant Date”) by US POWER GENERATING COMPANY, a Delaware corporation (the “Company”), to «First_Name» «Last_Name» (“Employee”), for the purpose set forth in Section 1 of the Plan, of Restricted Stock Units (the “RSUs”), pursuant to Section 6(d) of the Plan, as follows:
CONSENT AND AMENDMENT NO. 2 TO THE FIRST LIEN CREDIT AGREEMENTCredit Agreement • August 12th, 2008 • US Power Generating CO • New York
CONSENT AND AMENDMENT NO. 2 TO THE FIRST LIEN CREDIT AGREEMENT (this “Agreement”) among Astoria Generating Company Acquisitions, L.L.C., a Delaware limited liability company (the “Borrower”), ASTORIA GENERATING COMPANY HOLDINGS, L.L.C. (the “Parent”), the other Guarantors (as defined in the Credit Agreement referred to below), the banks, financial institutions and other institutional lenders party to the Credit Agreement referred to below (collectively, the “Lenders”) and MORGAN STANLEY SENIOR FUNDING, INC. (“MSSF”) as administrative agent (the “Administrative Agent”) for the Lender Parties (as defined in the Credit Agreement referred to below).
US POWER GENERATING COMPANYPower Generating Company • August 12th, 2008 • US Power Generating CO
This Stock-Settled Stock Appreciation Rights Agreement (the “Agreement”) confirms the grant on ___, 200___(the “Grant Date”) by US POWER GENERATING COMPANY, a Delaware corporation (the “Company”), to «First_Name» «Last_Name» (“Employee”), for the purpose set forth in Section 1 of the Plan, of stock appreciation rights (the “SARs”) covering shares of the Company’s common stock, par value $0.00001 per share (the “Shares”), pursuant to Section 6(c) of the Plan, as follows:
300,000,000 SECOND LIEN CREDIT AGREEMENT Dated as of February 23, 2006 Among ASTORIA GENERATING COMPANY ACQUISITIONS, L.L.C. as Borrower and ASTORIA GENERATING COMPANY HOLDINGS, L.L.C. as Parent and THE INITIAL LENDERS NAMED HEREIN as Initial Lenders...Credit Agreement • August 12th, 2008 • US Power Generating CO • New York
CREDIT AGREEMENT (this “Agreement”) dated as of February 23, 2006 among Astoria Generating Company Acquisitions, L.L.C., a Delaware limited liability company (the “Borrower”), Astoria Generating Company Holdings, L.L.C., a Delaware limited liability company (the “Parent”), the Subsidiary Guarantors (as hereinafter defined), the Lenders (as hereinafter defined), The Bank of New York (“BONY”), as collateral agent (together with any successor collateral agent appointed pursuant to Article VII, the “Collateral Agent”) for the Secured Parties (as hereinafter defined), Morgan Stanley Senior Funding, Inc. (“MSSF”), as structuring agent (together with any successor structuring agent, the “Structuring Agent”), Goldman Sachs Credit Partners L.P. (“Goldman Sachs”), as syndication agent (together with any successor syndication agent, the “Syndication Agent”), Morgan Stanley & Co. Incorporated (“MS&Co.”) and Goldman Sachs, as joint book running managers (together with any successor joint book runni
ContractConsulting Agreement • August 12th, 2008 • US Power Generating CO • New York
This CONSULTING AGREEMENT, dated as of June 1, 2007 (this “Agreement”), is entered into by and among US Power Generating Company, a Delaware corporation (the “Company”), and K Road BG Management, LLC, a Delaware limited liability company (“Manager”).
350,000,000 SECOND LIEN CREDIT AND GUARANTY AGREEMENT Dated as of December 21, 2006 Among BOSTON GENERATING, LLC as Borrower and THE GUARANTORS as Guarantors and THE INITIAL LENDERS NAMED HEREIN as Initial Lenders and CREDIT SUISSE as Second Lien...Credit and Guaranty Agreement • August 12th, 2008 • US Power Generating CO • New York
BOSTON GENERATING, LLC SECOND LIEN CREDIT AND GUARANTY AGREEMENT dated as of December 21, 2006 among BOSTON GENERATING, LLC, a Delaware limited liability company (the “Borrower”), the Guarantors (as hereinafter defined), the Lenders (as hereinafter defined), CREDIT SUISSE, CAYMAN ISLANDS BRANCH (“CS”), as second lien collateral agent (together with any successor collateral agent appointed pursuant to Section 7 of the Intercreditor Agreement, the “Second Lien Collateral Agent”) for the Second Lien Secured Parties (as hereinafter defined), and CREDIT SUISSE SECURITIES (USA) LLC and GOLDMAN SACHS CREDIT PARTNERS L.P., as co-syndication agents (together with any successor co-syndication agents, the “Co-Syndication Agents”), CREDIT SUISSE SECURITIES (USA) LLC and GOLDMAN SACHS CREDIT PARTNERS L.P., as co-documentation agents (together with any successor co-documentation agents, the “Co-Documentation Agents”), CREDIT SUISSE SECURITIES (USA) LLC and GOLDMAN SACHS CREDIT PARTNERS L.P., as join
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • August 12th, 2008 • US Power Generating CO • Delaware
THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made as of June 1, 2007, by and among US Power Generating Company, a Delaware corporation (the “Company”), New Astoria Generating Company Holdings, LLC, a Delaware limited liability company (“New Astoria”), the Persons identified as “New Astoria Members” on Schedule A hereto as of the date of this Agreement (the “New Astoria Members”), the Persons identified as “EBG Investors” on Schedule B hereto as of the date of this Agreement (the “EBG Investors”), and each other Person who becomes a party to this Agreement after the date hereof pursuant to Section 12(e) or 12(f). Certain capitalized terms used herein are defined in Section 11.
Astoria Generating Company Holdings, L.L.C. A Delaware Limited Liability Company THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT Effective as of June 1, 2007Limited Liability Company Operating Agreement • August 12th, 2008 • US Power Generating CO • Delaware
THIS THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT of ASTORIA GENERATING COMPANY HOLDINGS, L.L.C. (this “Agreement”), effective as of 12:00 a.m. New York time on June 1, 2007, is adopted, executed and agreed to, for good and valuable consideration, by the Members.
AGREEMENT AND PLAN OF MERGER among US POWER GENERATING COMPANY, EBG HOLDINGS LLC, EBG MERGER LLC, ASTORIA GENERATING COMPANY HOLDINGS, L.L.C. and ASTORIA MERGER LLC Dated as of February 28, 2007Agreement and Plan of Merger • August 12th, 2008 • US Power Generating CO • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of February 28, 2007, among US Power Generating Company, a Delaware corporation (“USPowerGenCo”), EBG Holdings LLC, a Delaware limited liability company (“EBG”), EBG Merger LLC, a Delaware limited liability company (“EBG MergerCo”), Astoria Generating Company Holdings, L.L.C., a Delaware limited liability company (“Astoria”) and Astoria Merger LLC, a Delaware limited liability company (“Astoria MergerCo”). Capitalized terms used herein are defined in Article VIII.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 12th, 2008 • US Power Generating CO • Delaware
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made as of February 23, 2006, by and among Astoria Generating Company Holdings, L.L.C., a Delaware limited liability company (the “Company”) and each of the individuals and entities listed on Schedule of Investors attached hereto (collectively referred to herein as the “Investors” and individually as “Investor”).
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • August 12th, 2008 • US Power Generating CO • Delaware
THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made as of June 1, 2007, by and among US Power Generating Company, a Delaware corporation (the “Company”), New Astoria Generating Company Holdings, LLC, a Delaware limited liability company (“New Astoria”), the Persons identified as “New Astoria Members” on Schedule A hereto as of the date of this Agreement (the “New Astoria Members”), the Persons identified as “EBG Investors” on Schedule B hereto as of the date of this Agreement (the “EBG Investors”), and each other Person who becomes a party to this Agreement after the date hereof pursuant to Section 12(e) or 12(f). Certain capitalized terms used herein are defined in Section 11.
GENERAL RELEASE and WAIVER AGREEMENTGeneral Release and Waiver Agreement • August 12th, 2008 • US Power Generating CO • New York
This GENERAL RELEASE and WAIVER AGREEMENT (“Agreement”) is made this 30th day of November 2007, by and between US POWER GENERATING COMPANY (“USPG”), with headquarters located at 505 Fifth Avenue, 21st Floor, New York, New York 10017, and DONNA BRANDIN (“Brandin”), residing at 4 Cushman Road, Rosemont, Pennsylvania, 19010.
Re: Astoria Financing — First Lien Credit AgreementUS Power Generating CO • August 12th, 2008 • New York
We refer to the First Lien Credit Agreement dated as of February 23, 2006, among, inter alia, the undersigned and you (as amended through the date hereof, the “Credit Agreement”). Capitalized terms not otherwise defined in this letter agreement have the same meanings as specified in the Credit Agreement.
300,000,000 CREDIT AGREEMENT Dated as of December 21, 2006 Among EBG HOLDINGS LLC as Borrower and THE INITIAL LENDERS HEREIN as Initial Lenders and CREDIT SUISSE as Administrative Agent and CREDIT SUISSE SECURITIES (USA) LLC AND GOLDMAN SACHS CREDIT...Credit Agreement • August 12th, 2008 • US Power Generating CO • New York
CREDIT AGREEMENT dated as of December 21, 2006 among EBG HOLDINGS LLC, a Delaware limited liability company (the “Borrower”), the Lenders (as hereinafter defined), CREDIT SUISSE, CAYMAN ISLANDS BRANCH (“CS”), as administrative agent (together with any successor administrative agent appointed pursuant to Article VII, the “Administrative Agent”) for the Lenders, CREDIT SUISSE SECURITIES (USA) LLC and GOLDMAN SACHS CREDIT PARTNERS L.P., as co-syndication agents (together with any successor co-syndication agents, the “Co-Syndication Agent”), CREDIT SUISSE SECURITIES (USA) LLC and GOLDMAN SACHS CREDIT PARTNERS L.P., as co-documentation agents (together with any successor co-documentation agents, the “Co-Documentation Agent”), CREDIT SUISSE SECURITIES (USA) LLC and GOLDMAN SACHS CREDIT PARTNERS L.P., as joint lead arrangers (together with any successor joint lead arrangers, the “Joint Lead Arrangers”) and as joint lead book running managers (together with any successor joint lead arrangers,
Re: Astoria Financing — Second Lien Credit AgreementUS Power Generating CO • August 12th, 2008
We refer to the Second Lien Credit Agreement dated as of February 23, 2006, among, inter alia, the undersigned and you (as amended through the date hereof, the “Credit Agreement”. Capitalized terms not otherwise defined in this letter agreement have the same meanings as specified in the Credit Agreement.
PURCHASE AND SALE AGREEMENT by and between ORION POWER HOLDINGS, INC., as Seller, RELIANT ENERGY, INC. as Guarantor, and ASTORIA GENERATING COMPANY ACQUISITIONS, L.L.C. as Buyer dated as of September 30, 2005Purchase and Sale Agreement • August 12th, 2008 • US Power Generating CO • New York
This Purchase and Sale Agreement (this “Agreement”) dated as of September 30, 2005 (the “Execution Date”) is made and entered into by and between Orion Power Holdings, Inc., a Delaware corporation (“Seller”), Reliant Energy, Inc., a Delaware corporation (“Guarantor”), and Astoria Generating Company Acquisitions, L.L.C., a Delaware limited liability company (“Buyer”).
EBG HOLDINGS LLC The Schrafft Center 529 Main Street, Suite 605 Charlestown, MA 02129US Power Generating CO • August 12th, 2008 • New York
We refer to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of February 28, 2007, among US Power Generating Company, a Delaware corporation (“USPowerGenCo”), EBG Holdings LLC, a Delaware limited liability company (“EBG”) EBG Merger LLC, a Delaware limited liability company, Astoria Generating Company Holdings, L.L.C., a Delaware limited liability company (“Astoria”), and Astoria Merger LLC, a Delaware limited liability company. Capitalized terms not defined herein have the meanings assigned to them in the Merger Agreement.
1,450,000,000 FIRST LIEN CREDIT AND GUARANTY AGREEMENT Dated as of December 21, 2006 Among BOSTON GENERATING, LLC as Borrower and THE GUARANTORS as Guarantors and THE INITIAL LENDERS, SYNTHETIC ISSUING BANKS AND FRONTING BANK NAMED HEREIN as Initial...Credit and Guaranty Agreement • August 12th, 2008 • US Power Generating CO • New York
BOSTON GENERATING, LLC FIRST LIEN CREDIT AND GUARANTY AGREEMENT dated as of December 21, 2006 among BOSTON GENERATING, LLC, a Delaware limited liability company (the “Borrower”), the Guarantors (as hereinafter defined), the Lenders (as hereinafter defined), the Fronting Bank (as hereinafter defined), the Synthetic Issuing Bank (as hereinafter defined), CREDIT SUISSE, CAYMAN ISLANDS BRANCH (“CS”), as first lien collateral agent (together with any successor collateral agent appointed pursuant to Section 7 of the Intercreditor Agreement, the “First Lien Collateral Agent”) for the First Lien Secured Parties (as hereinafter defined), CREDIT SUISSE SECURITIES (USA) LLC and GOLDMAN SACHS CREDIT PARTNERS L.P., as co-syndication agents (together with any successor co-syndication agents, the “Co-Syndication Agents”), CREDIT SUISSE SECURITIES (USA) LLC and GOLDMAN SACHS CREDIT PARTNERS L.P., as co-documentation agents (together with any successor co-documentation agents, the “Co-Documentation Age
