EX-10.2



 






Exhibit 10.2




EXECUTION COPY




FIRST AMENDMENT TO CREDIT AGREEMENT




     FIRST AMENDMENT dated as of August 5, 2005 (this “First Amendment”), to the Credit
Agreement dated as of December 23, 2003, as amended and restated as of December 24, 2004 (as
further amended, restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among NRG ENERGY, INC., a Delaware corporation (the “Company”), NRG POWER
MARKETING INC., a Delaware corporation (together with the Company, the “Borrowers”), the
LENDERS from time to time party thereto, CREDIT SUISSE FIRST BOSTON, acting through its Cayman
Islands Branch, and GOLDMAN SACHS CREDIT PARTNERS L.P., as joint lead book runners, joint lead
arrangers and co-documentation agents, CREDIT SUISSE FIRST BOSTON, acting through its Cayman
Islands Branch, as administrative agent (in such capacity and together with its successors, the
“Administrative Agent”) and as collateral agent, and GOLDMAN SACHS CREDIT PARTNERS L.P., as
syndication agent.



     WHEREAS, the Borrowers and the Administrative Agent, among others, are parties to the Credit
Agreement;



     WHEREAS, the Borrowers have requested that the Lenders agree to amend certain provisions of
the Credit Agreement as set forth in this First Amendment; and



     WHEREAS, the Lenders whose signatures appear below, constituting at least the Required
Lenders, are willing to amend the Credit Agreement on the terms and subject to the conditions set
forth herein;



     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and in consideration of the premises contained herein, the parties hereto
agree as follows:



     1. Defined Terms. Capitalized terms used herein and not otherwise defined herein
shall have the meanings ascribed to such terms in the Credit Agreement.



     2. Amendment of Section 1.01 (Defined Terms). Section 1.01 of the Credit Agreement is
hereby amended by adding the following defined terms in the proper alphabetical order:



     “First Amendment” shall mean the First Amendment dated as of August 5, 2005 to this
Agreement.



     “First Amendment Effective Date” shall mean the date on which the First Amendment
becomes effective.



     3. Amendment of Section 3.23 (Energy Regulation). Section 3.23(c) of the Credit
Agreement is hereby amended by adding after the first appearance of the word “Subsidiaries” the
following clause: “(other than Subsidiaries regulated as steam utilities or chilled water
providers)”.



 









 





     4. Amendment of Section 6.05 (Restricted Payments; Restrictive Agreements).



     (i) Section 6.05(a) of the Credit Agreement is hereby amended by deleting the words “and (x)”
in the first parenthetical in clause (C) of such Section and substituting therefor “, (x) and
(xii)”.



     (ii) Section 6.05(b) of the Credit Agreement is hereby amended by (a) deleting (i) the word
“and” at the end of clause (x) and (ii) the period at the end of clause (xi) of such Section and
(b) adding the following clause at the end of paragraph (b) of such Section:




     “and (xii) the repurchase or redemption from and after the First Amendment Effective
Date of Senior Notes in an aggregate principal amount (excluding prepayment or redemption
premiums and accrued interest) not to exceed $228,750,000 with the proceeds of the issuance
or sale of Equity Interests of the Company (other than Disqualified Stock) (it being
understood, for the avoidance of doubt, that the proviso in Section 6.05(b)(ii) shall not
apply to the net cash proceeds of the issuance or sale of Equity Interests described in this
clause (xii)).”



     5. Representations and Warranties. In order to induce the other parties hereto to
enter into this First Amendment, each of the Borrowers represents and warrants to each other party
hereto that, as of the First Amendment Effective Date (as defined below):



     (a) this First Amendment has been duly authorized, executed and delivered by each of the
Borrowers and this First Amendment and the Credit Agreement, as amended hereby, constitutes each of
the Borrower’s legal, valid and binding obligation, enforceable against it in accordance with its
terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws
affecting creditors’ rights generally and subject to general principles of equity, regardless of
whether considered in a proceeding in equity or at law;



     (b) the representations and warranties set forth in each Loan Documents are, after giving
effect to this First Amendment, true and correct in all material respects on and as of the First
Amendment Effective Date with the same effect as though made on and as of the First Amendment
Effective Date, except to the extent such representations and warranties relate to an earlier date,
in which case such representations and warranties shall be true and correct in all material
respects on and as of such earlier date, provided that the references to the Credit
Agreement in such representations and warranties shall be deemed to refer to the Credit Agreement
as amended pursuant to this First Amendment; and



     (c) no Event of Default or Default has occurred and is continuing.



     6. Conditions to Effectiveness of this First Amendment. This First Amendment shall
become effective on the date (the “First Amendment Effective Date”) on which:



     (a) The Administrative Agent shall have received duly executed and delivered counterparts of
this First Amendment that, when taken together, bear the signatures of each of the Borrowers and
the Required Lenders.



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     (b) The Company shall have paid to the Administrative Agent all outstanding fees, costs and
expenses owing to the Administrative Agent as of such date.



     7. Continuing Effect; No Other Amendments. Except as expressly set forth in this
First Amendment, all of the terms and provisions of the Credit Agreement are and shall remain in
full force and effect and the Borrowers shall continue to be bound by all of such terms and
provisions. The amendments provided for herein are limited to the specific provisions of the
Credit Agreement specified herein and shall not constitute an amendment of, or an indication of the
Administrative Agent’s or the Lenders’ willingness to amend or waive, any other provisions of the
Credit Agreement or the same provisions for any other date or purpose. This First Amendment shall
constitute a Loan Document.



     8. Expenses; Indemnification. The Borrowers jointly and severally agree to pay and
reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred
in connection with the preparation and execution and delivery of this First Amendment, and any
other documents prepared in connection herewith, and the transactions contemplated hereby,
including, without limitation, reasonable fees, disbursements and other charges of counsel to the
Administrative Agent and the customary charges of IntraLinks, Syndrak or any other third-party
internet workspace utilized in connection with this First Amendment. Without limiting the
foregoing, the Borrowers also hereby acknowledge that the provisions of Section 9.05 of the Credit
Agreement (including, without limitation, the indemnification provisions of clause (b) thereof)
shall apply in connection with this First Amendment.



     9. Counterparts. This First Amendment may be executed by one or more of the parties
to this First Amendment on any number of separate counterparts and all of said counterparts taken
together shall be deemed to constitute one and the same instrument. Delivery of an executed
signature page of this First Amendment by facsimile transmission shall be effective as delivery of
a manually executed counterpart hereof. A set of the copies of this First Amendment signed by all
the parties shall be lodged with the Company and the Administrative Agent. The execution and
delivery of this First Amendment by the Borrowers, the Lenders party hereto and the Administrative
Agent shall be binding upon the Loan Parties, the Lenders, the Agents and all future holders of the
Loans.



     10. Effect of Amendment. On the First Amendment Effective Date, the Credit Agreement
shall be amended as provided herein. The parties hereto acknowledge and agree that (a) this First
Amendment and any other Loan Documents executed and delivered in connection herewith do not
constitute a novation, or termination of the “Secured Obligations” (as defined in the Credit
Agreement) under the Credit Agreement as in effect prior to the First Amendment Effective Date; (b)
such “Secured Obligations” are in all respects continuing (as amended hereby) with only the terms
thereof being modified to the extent provided in this First Amendment; and (c) the Liens and
security interests as granted under the Security Documents securing payment of such “Secured
Obligations” are in all respects continuing and in full force and effect and secure the payment of
the “Secured Obligations”.



     11. GOVERNING LAW. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
UNDER THIS FIRST AMENDMENT SHALL BE



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GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW
YORK.



[Signature Pages Follow]




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     IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be executed
and delivered by their respective duly authorized officers as of the date first above written.



	 	 	 	 	 
	 	NRG ENERGY, INC.

 	 
	 	By:  	/s/ GEORGE P. SCHAEFER
 	 
	 	 	Name:  	George P. Schaefer 	 
	 	 	Title:  	VP and Treasurer 	 
	 
	 	NRG POWER MARKETING INC.

 	 
	 	By:  	GEORGE P. SCHAEFER
 	 
	 	 	Name:  	George P. Schaefer 	 
	 	 	Title:  	VP and Treasurer 	 
	 
	 	CREDIT SUISSE, CAYMAN ISLANDS BRANCH 

(formerly known as Credit Suisse First Boston,

acting through its Cayman Islands Branch),

as Administrative Agent,

 	 
	 	By:  	/s/ JAMES MORAN
 	 
	 	 	Name:  	James Moran 	 
	 	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	By:  	               /s/ GREGORY S. RICHARDS
 	 
	 	 	Name:  	Gregory S. Richards 	 
	 	 	Title:  	Associate 	 
	 




 









 





SIGNATURE
PAGE TO FIRST AMENDMENT DATED AS OF AUGUST 5, 2005, TO

THE NRG ENERGY, INC. AND NRG POWER MARKETING INC.

AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF DECEMBER 24, 2004



To Approve the First Amendment:




Name of Institution:




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

	 	 
	Name:	 	 
	Title:	 	 







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