Exhibit 10.2


 


REDACTED


 


AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT


 


This AMENDMENT TO
MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT dated February 7,
2006 (“Amendment”) is made and entered into by and among KGen Power
Corporation, a Delaware corporation (“Purchaser”), KGen Holdco LLC, a
Delaware limited liability company (“Seller”) and GKL Capital, L.P. (“GKL”),
a Delaware limited partnership. Capitalized terms not otherwise defined herein
have the meanings set forth in the Membership Purchase and Sale Agreement dated
as of December 28,2006 (the “KGLLC Purchase Agreement”)


 


PRELIMINARY
STATEMENTS:


 


A.                                   The parties to
this Amendment are the only parties to the KGLLC Purchase Agreement; and


 


B.                                     The parties
hereto desire to amend the KGLLC Purchase Agreement on the terms set forth
herein.


 


In consideration of the
mutual covenants and agreements set forth in this Amendment, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:


 


1.               The number 408,000 in Recital D to the KGLLC
Purchase Agreement is changed to 308,000.


 


2.               The word “and” at the end of Section 2.02(a)(iii) is
deleted, the period at the end of Section 2.20(a)(iv) is replaced by
a semi-colon and the word “and” and a new Section 2.02(a)(v) is added
to read as follows: *******  (for the
avoidance of doubt this amount relates to the 308,000 shares of common stock
issued to GKL pursuant to Section 2.04(d)).


 


3.               The notice information for Seller in Section 14.01
shall be changed to the following:


 


If to Seller, to:


 


*******

*******


*******


*******


*******


*******


 


4.               All other provisions of the KGLLC Purchase
Agreement shall be unchanged and remain in effect and all provisions thereof
shall apply to the KGLLC Purchase Agreement as amended hereby.


 


5.               This Amendment may be executed in any
number of counterparts, each of which will be deemed an original, but all of
which together will constitute one and the same instrument.


 


[SIGNATURES FOLLOW] 


 


 






*** Certain information on this page has been omitted and filed
separately with the SEC.  Confidential
treatment has been requested with respect to the omitted portions.


 


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IN WITNESS WHEREOF, this Amendment
has been duly executed and delivered by the duly authorized officer of each
party hereto as of the date first above written.


 


 


	
   

  	
  KGEN POWER
  CORPORATION,

  
	
   

  	
  as Purchaser

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  KGEN HOLDCO LLC,

  
	
   

  	
  as Seller

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  MatlinPatterson
  Global Opportunities Partners

  II, L.P., a Majority-In-Interest Member

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  MatlinPatterson
  Global Partners II LLC,

  
	
   

  	
   

  	
  its General
  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GKL CAPITAL L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  Lindner Power
  LLC

  
	
   

  	
   

  	
   its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Gerald Lindner

  
	
   

  	
   

  	
  Titles:

  	
  Sole Member

  
					



 


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