EX-10.31: AMENDED MASTER POWER PURCHASE AND SALE AGREEMENT

Power Purchase Agreement

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NRG ENERGY, INC.

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Title: EX-10.31: AMENDED MASTER POWER PURCHASE AND SALE AGREEMENT
Governing Law: New York Date: 3/7/2006
Industry: ELECTU

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EX-10.31

Exhibit 10.31

***

Indicates materials have been omitted pursuant to a Confidential Treatment Request filed with the Securities and Exchange Commission. A complete copy of this Agreement has been filed with the Securities and Exchange Commission.

EXECUTION COPY

MASTER POWER PURCHASE AND SALE AGREEMENT

COVER SHEET

This Master Power Purchase and Sale Agreement (“Master Agreement”) first was entered into as of July 21, 2004 (“Effective Date”) and was amended and restated in its entirety on February 2, 2006 (“Restatement Date”). The Master Agreement, together with the exhibits, schedules and any written supplements hereto, the Party A Tariff, if any, the Party B Tariff, if any, any designated collateral, credit support or margin agreement or similar arrangement between the Parties and all Transactions (including any confirmations accepted in accordance with Section 2.3 hereto) shall be referred to as the “Agreement.” The Parties to this Master Agreement are the following:


Name (“J. ARON & COMPANY” or “Party A”) All Notices: J. ARON & COMPANY Street: 85 Broad Street City: New York, N.Y. Zip: 10004 Attn: Commodity Operations Phone: (212) 902-8986 Facsimile: (212) 344-3457 Duns: 06-698-0312 Federal Tax ID Number: 133092284 Invoices: J. Aron & Company Attn: Contract Execution Dept. Phone: (212) 357-5110 Facsimile: (212) 428-1991 Scheduling: J. Aron & Company Attn: Power Scheduling Phone: (212) 902-1454 Facsimile: (917) 454-2595 Payments: J. Aron & Company Attn: Contract Execution Dept. Phone: (212) 357-5110 Facsimile: (212) 428-9571 Wire Transfer: J. Aron & Company BNK: CITIBANK, NA 399 Park Avenue New York, N.Y. A/C J. ARON & CO. NEW YORK ABA: 021000089 ACCT: 09292521 Credit and Collections: J. Aron & Company Attn: Credit Risk Management — Power Phone: (212) 855-0990 Facsimile: (212) 493-0821		Name (“Texas Genco II, LP, “Counterparty” or “Party B”) All Notices: Texas Genco II, LP Street: 1301 McKinney, Suite 2300 City: Houston, TX Zip: 77010 Attn: Contract Administration Phone: (713) 795-6074 Facsimile: (713) 795-7482 Duns: 16-845-6049 Federal Tax ID Number: 34-2019301 Invoices: Texas Genco II, LP Attn: Settlements Phone: (713) 795-6144 Facsimile: (713) 795-7482 Scheduling: Texas Genco II, LP Attn: Day Ahead Desk Phone: (713) 795-6314 Facsimile: (713) 795-7488 Payments: Texas Genco II, LP Attn: Settlements Phone: (713) 795-6144 Facsimile: (713) 795-7482 Wire Transfer: Texas Genco II, LP BNK: JP Morgan Chase ABA: 113 000 609 ACCT: 000 000 113 290 523 Credit and Collections: Texas Genco II, LP Attn: Credit Department Phone: (713) 795-6200 Facsimile: (713) 795-7441


With additional Notices of an Event of Default or		With additional Notices of an Event of Default or

* * *

Potential Event of Default to:

Attn: Credit Department

Phone: (212) 902-1800

Facsimile:

and to:

J. Aron & Company

One New York Plaza

New York, NY 10004

Attn: Steven M. Bunkin, Esq.

Phone: (212) 902-0952

Facsimile: (212) 428-3675

Confirmations:

Attn:

Phone:

Facsimile:

* * *

The Parties hereby agree that the General Terms and Conditions are incorporated herein, and to the following provisions as provided for in the General Terms and Conditions:

Party A Tariff Tariff: None Dated Docket Number

Party B Tariff Tariff: None Dated Number

Article Two

Transaction Terms and Conditions		[ ] Optional provision in Section 2.4. If not checked, inapplicable.


Article Four

Remedies for Failure to Deliver or Receive		[ ] Accelerated Payment of Damages. If not checked, inapplicable.


Article Five		[ ] Cross Default for Party A:

Events of Default; Remedies

		[ ] Party A: Applicable Cross Default Amount

		[ ] Other Entity: Cross Default Amount

		[ ] Cross Default for Party B:

		[ ] Party B: ____________Cross Default Amount $ ____________

		[ ] Other Entity: ____________ Cross Default Amount $ _________________

		5.6 Closeout Setoff

			[ ] Option A (Applicable if no other selection is made.)

			[ ] Option B — Affiliates shall have the meaning set forth in the Agreement unless otherwise specified as follows: ____________________________

			[ ] Option C (No Setoff)

Article 8

8.1 Party A Credit Protection:

Credit and Collateral Requirements

(a)

Financial Information:

			[ ] Option A

			[ ] Option B Specify:

			[ ] Option C Specify: _________

	(b)		Credit Assurances:

			[ ] Not Applicable

			[ ] Applicable

	(c)		Collateral Threshold:

			[ ] Not Applicable

			[ ] Applicable

* * *

	(d)		Downgrade Event:

			[ ] Not Applicable

			[ ] Applicable

	(e)		Guarantor for Party B:

			Guarantee Amount:

8.2 Party B Credit Protection:

	(a)		Financial Information:

			[ ] Option A

			[ ] Option B Specify: _________

			[ ] Option C Specify: _________

	(b)		Credit Assurances:

			[ ] Not Applicable

			[ ] Applicable

	(c)		Collateral Threshold:

			[ ] Not Applicable

			[ ] Applicable

	(d)		Downgrade Event:

			[ ] Not Applicable