Amendment to General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 13D/A Form Schedule 13D/A 4 24K
2: EX-7 Letter Agreement, Dated October 27, 1998 2 11K
EX-7 — Letter Agreement, Dated October 27, 1998
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[WEXFORD MANAGEMENT LLC LETTERHEAD]
October 27, 1998
James J. Bender
Vice President & General Counsel
NRG Energy, Inc.
1221 Nicollet Mall
Suite 700
Minneapolis, MN 55403-2445
Cogeneration Corp. of America
Dear Jim:
We are writing to set forth the terms of the agreement between Wexford
Management LLC ("Wexford") and NRG Energy, Inc. ("NRG") with respect to certain
matters concerning Cogeneration Corp. of America ("CCA").
1. Wexford is the investment advisor to certain investment funds that hold
approximately 443,976 shares of stock of CCA (the "Wexford Shares"). Wexford
has a nominee serving as a member of the board of directors of CCA.
2. NRG holds approximately 3,106,612 shares of stock of CCA. NRG has four
nominees (the "NRG Directors") serving as members of the board of directors of
CCA. NRG and/or the NRG Directors are participants in a proxy solicitation
relating to CCA (the "Proxy Solicitation").
3. Wexford has agreed to provide NRG with proxies and consents with respect
to the Wexford Shares solely for purposes of voting in connection with the
Proxy Solicitation. The parties agree that Wexford's grant of such proxies and
consents shall be irrevocable, subject to the limitations set forth herein on
the use of such proxies and consents, until November 30, 1998. The parties
further agree that NRG's ability to utilize the proxies and consents shall
terminate and NRG shall have no right to vote the Wexford Shares in connection
with the Proxy Solicitation (a) after the conclusion of the CCA shareholders'
meeting scheduled for November 12, 1998 or any postponement or adjournment
thereof, but in no event after November 30, 1998 or (b) on such earlier date
that NRG or the NRG Directors agrees (i) to a severance or other arrangement
with Robert Sherman that provides him with compensation or other consideration
in
James J. Bender
October 27, 1998
Page 2
excess of the amounts set forth in his employment agreement dated March 28,
1997, or (ii) to the payment by CCA in excess of an aggregate amount of
$250,000 of the costs and expenses of the law firms, a public relations firm
and printer retained by Robert Sherman and/or CCA in respect of the Proxy
Solicitation. Concurrently herewith Wexford is delivering executed proxy cards
and consents with respect to the Proxy Solicitation, the use of which shall be
subject to the terms and conditions set forth above.
4. NRG agrees to use its best efforts not to oppose any nominee of Wexford as
a member of the board of directors of CCA, subject to NRG's obligations under
the Co-Investment Agreement and CCA's charter documents and bylaws.
5. NRG agrees to indemnity and hold harmless Wexford and its affiliates and
each of their officers, directors, members, employees, agents and affiliates
from any cost, expense or liability of any kind (including inside and outside
attorney's fees) arising out of or relating in any manner to the granting of
the proxies and consents provided for herein or the direction by Wexford to its
nominee on the CCA board of directors to resign such position, other than such
costs, expenses or liabilities arising out of or relating to any action or
claim brought by or on behalf of Wexford's current nominee on the CCA board of
directors.
If this agreement accurately reflects our understanding, please execute and
return a copy of this letter to the undersigned.
Sincerely,
/s/ Arthur H. Amron
Arthur H. Amron
General Counsel
ACCEPTED & AGREED
this 27th day of October, 1998
NRG Energy, Inc.
By: /s/ James J. Bender
---------------------------
Name: James J. Bender
Title: V.P. & General Counsel
Dates Referenced Herein and Documents Incorporated by Reference
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