Print Page  |  Close Window

SEC Filing Details

10-K
NRG ENERGY, INC. filed this Form 10-K on 03/01/2018
Entire Document
 
NRG ENERGY, INC. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS DOCUMENT, WHICH ARE INDICATED BY ASTERISKS, BE ACCORDED CONFIDENTIAL TREATMENT PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934.


Section 9.09    FPA Matters. FERC authorization under Section 203 of the FPA required to consummate the transactions contemplated hereby shall have been obtained, any conditions to effectiveness shall have been satisfied, and such FERC authorization shall be in full force and effect.
Section 9.10    Master Services Agreement. Seller shall have delivered a fully executed copy of the Master Services Agreement to be entered into by and among the Company, NYLD, NYLD LLC and NRG Yield Operating LLC substantially in the form attached hereto as Exhibit C.
Section 9.11    Zephyr ROFO Agreement. Seller shall have delivered a fully executed copy of the Zephyr ROFO Agreement to be entered into by and among the Company and NYLD substantially in the form attached hereto as Exhibit D.
Section 9.12    Transition Services Agreements. Seller shall have delivered a fully executed copy of the Zephyr Transition Services Agreement to be entered into by and between Seller and the Company substantially in the form attached hereto as Exhibit B and a fully executed copy of the NRG/NYLD Transition Services Agreement to be entered into by and between Seller and NYLD substantially in the form attached hereto as Exhibit H.
Section 9.13    Fourth Amended and Restated NYLD LLC LLC Agreement. Seller shall have delivered a fully executed copy of the Fourth Amended and Restated Limited Liability Company Agreement of NYLD LLC, dated and effective as of the Closing Date, substantially in the form attached hereto as Exhibit E.
Section 9.14    Third Amended and Restated NRG/NYLD ROFO Agreement. NRG and NYLD shall have delivered a fully executed copy of the Third Amended and Restated NRG/NYLD ROFO Agreement.
Section 9.15    Existing MSA Termination. NRG and NYLD shall have delivered evidence reasonably satisfactory to Purchaser that the Existing MSA has been terminated.
Section 9.16    Material Adverse Effect. Since the Effective Date no Material Adverse Effect has occurred.
Section 9.17    NRG SREC Program Management Agreement. Seller shall have delivered a fully executed copy of an amendment and restatement of the Existing SREC Agreement, which shall be in a form reasonably acceptable to Seller and Purchaser, and will reflect, among other things, (a) the obligation of the Seller Affiliate that is a party to such agreement to enter into SREC purchase agreements for the DG Projects that become operational before the end of 2019 and (b) the obligation of the Seller Affiliate that is a party to such agreement to manage all underlying hedge agreements (including Physical Forward Sales (as defined in the Existing SREC Agreement) and Hedge Contracts (as defined in the Existing SREC Agreement)), whether entered into on or prior to the Effective Date or between the Effective Date and December 31, 2019, in a commercially reasonable manner and consistent with past practice.
Section 9.18    Assignment of Exchange Agreement and Registration Rights Agreement. Seller shall have delivered a fully executed copy of the Assignment and Assumption Agreement related to the Exchange Agreement and the Registration Rights Agreement substantially in the form attached hereto as Exhibit I.
Section 9.19    Assignment of Lease Agreements. Seller shall have delivered a fully executed copy of the Assignment and Assumption Agreement related to certain leases in a form reasonably acceptable to Seller and Purchaser.
Section 9.20    NYLD Consent to Transactions. All conditions to NYLD’s consent to the NYLD Securities Transaction (as defined in the Consent and Indemnity Agreement) set forth in the Consent and

65