0000950123-09-002616 Sample Contracts

AGREEMENT WITH RESPECT TO THE NOTE PURCHASE AGREEMENT
Note Purchase Agreement • February 12th, 2009 • NRG Energy, Inc. • Electric services

This Agreement with respect to the Note Purchase Agreement (this “Agreement”) is made as of this 19th day of December, 2008 among NRG Common Stock Finance I LLC, a Delaware limited liability company (“Issuer”), NRG Energy, Inc., a Delaware corporation (the “Company”), Credit Suisse International (together with its successor and assigns, “Purchaser”) and Credit Suisse Securities (USA) LLC (“Agent”), solely in its capacity as agent for Purchaser and Issuer.

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AGREEMENT WITH RESPECT TO THE PREFERRED INTEREST PURCHASE AGREEMENT
Preferred Interest Purchase Agreement • February 12th, 2009 • NRG Energy, Inc. • Electric services

This Agreement with respect to the Preferred Interest Purchase Agreement (this “Agreement”) is made as of this 19th day of December, 2008 among NRG Common Stock Finance II LLC, a Delaware limited liability company (“Issuer”), NRG Energy, Inc., a Delaware corporation (the “Company”), Credit Suisse Capital LLC (together with its successor and assigns, “Purchaser”) and Credit Suisse Securities (USA) LLC (“Agent”), solely in its capacity as agent for Purchaser and Issuer.

AMENDED AND RESTATED EMPLOYMENT AGREEMENT Between NRG Energy, Inc. and David W. Crane
Employment Agreement • February 12th, 2009 • NRG Energy, Inc. • Electric services • Delaware

WHEREAS, the Company has employed the Executive as its President and Chief Executive Officer since December 1, 2003, pursuant to the terms of an Employment Agreement which was amended as of March 3, 2006 (“Original Agreement”) and is scheduled to expire by its terms on December 31, 2008; and

AGREEMENT WITH RESPECT TO THE STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • February 12th, 2009 • NRG Energy, Inc. • Electric services

This Agreement with respect to the Stock Purchase Agreement (this “Agreement”) is made as of this 19th day of December, 2008 among NRG Energy, Inc., a Delaware corporation (“Issuer”), Credit Suisse First Boston Capital LLC (together with its successor and assigns, “Purchaser”) and Credit Suisse First Boston LLC, solely in its capacity as the Calculation Agent (the “Calculation Agent”).

PREFERRED INTEREST AMENDMENT AGREEMENT
Preferred Interest Amendment Agreement • February 12th, 2009 • NRG Energy, Inc. • Electric services • New York

This Preferred Interest Amendment Agreement (this “Amendment”) is made as of this 19th day of December, 2008 among NRG Common Stock Finance II LLC, a Delaware limited liability company (“Issuer”), Credit Suisse Capital LLC (together with its successor and assigns, “Purchaser”) and Credit Suisse Securities (USA) LLC (“Agent”), solely in its capacity as agent for Purchaser and Issuer (Issuer, Purchaser and Agent, collectively, the “Parties”).

PREFERRED INTEREST AMENDMENT AGREEMENT
Preferred Interest Amendment Agreement • February 12th, 2009 • NRG Energy, Inc. • Electric services • New York

This Preferred Interest Amendment Agreement (this “Amendment”) is made as of this 19th day of December, 2008 among NRG Common Stock Finance I LLC, a Delaware limited liability company (“Issuer”), Credit Suisse Capital LLC (together with its successor and assigns, “Purchaser”) and Credit Suisse Securities (USA) LLC (“Agent”), solely in its capacity as agent for Purchaser and Issuer (Issuer, Purchaser and Agent, collectively, the “Parties”).

NOTE PURCHASE AMENDMENT AGREEMENT
Note Purchase Agreement • February 12th, 2009 • NRG Energy, Inc. • Electric services • New York

This Amendment Agreement (this “Amendment”) is made as of this 19th day of December, 2008 among NRG Common Stock Finance I LLC, a Delaware limited liability company (“Issuer”), Credit Suisse International (together with its successor and assigns, “Purchaser”) and Credit Suisse Securities (USA) LLC (“Agent”), solely in its capacity as agent for Purchaser and Issuer (Issuer, Purchaser and Agent, collectively, the “Parties”).

NOTE PURCHASE AMENDMENT AGREEMENT
Note Purchase Agreement • February 12th, 2009 • NRG Energy, Inc. • Electric services • New York

This Amendment Agreement (this “Amendment”) is made as of this 19th day of December, 2008 among NRG Common Stock Finance II LLC, a Delaware limited liability company (“Issuer”), Credit Suisse International (together with its successor and assigns, “Purchaser”) and Credit Suisse Securities (USA) LLC (“Agent”), solely in its capacity as agent for Purchaser and Issuer (Issuer, Purchaser and Agent, collectively, the “Parties”).

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