NRG Energy, Inc. – ‘SC 13D/A’ on 11/3/98 re: Cogeneration Corp of America – EX-8

As of:  Tuesday, 11/3/98   ·   Accession #:  950124-98-6019   ·   File #:  5-39646

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to General Statement of Beneficial           4     25K 
                          Ownership                                              
 2: EX-8        Opinion re: Tax Matters                                2     10K 

EX-8   —   Opinion re: Tax Matters

EX-8
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[NRG ENERGY LETTERHEAD]                                                         

October 30, 1998                                                                

VIA FACSIMILE (212-223-8922)                                                    

Peter M. Faulkner                                                               
Rumpere Capital                                                                 
767 Third Avenue, 5th Floor                                                     
New York, NY  10017                                                             

Re: Cogeneration Corp. of America                                               

Dear Peter:                                                                     

I am writing to set forth the terms of the agreement between Rumpere Capital    
("Rumpere") and NRG Energy, Inc. ("NRG") with respect to certain matters        
concerning Cogeneration Corporation of America ("CCA").                         

1.   Rumpere Capital, L.P. and Rumpere Capital Fund, Ltd. own collectively      
222,000 shares of stock of CCA (the "Rumpere Shares").                

2.   NRG holds approximately 3,106,612 shares of stock of CCA. NRG has five     
     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.   Rumpere has agreed to provide NRG with proxies and consents with respect   
    to the Rumpere Shares solely for purposes of voting in connection with the
    Proxy Solicitation. The parties agree that Rumpere's grant of such proxies
 and consents shall be irrevCCAble, 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 Rumpere
   Shares in connection with the Proxy Solicitation (a) after the conclusion
of the CCA                                                            

EX-8
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Peter M. Faulkner                                                               
October 30, 1998                                                                
Page 2                                                                          

   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 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 Rumpere 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.                                 

If this agreement accurately reflects our understanding, please execute and     
return a copy of this letter to the undersigned.                                

Sincerely,                                                                      

/s/ Craig Mataczynski                                                           

ACCEPTED & AGREED                                                               
this 30th day of October, 1998                                                  

Rumpere Capital                                                                 

By:  Peter M. Faulkner                                                          
-----------------                                                     
Name: Peter M. Faulkner                                               
Title: Portfolio Manager                                              

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
		11/30/98		1		2
		11/12/98		2					10-Q,  8-K,  DEFN14A,  PRE 14A,  PREN14A
Filed on:		11/3/98
		10/30/98		1		2			SC 13D/A
		3/28/97		2
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