EX-10.31: AMENDED MASTER POWER PURCHASE AND SALE AGREEMENT

Exhibit 10.31

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:

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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

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Part 1. General Terms and Conditions

(1) Article One shall be amended as follows:

(i) The following definitions shall be revised or inserted in alphabetical order:

          “Baseload Capacity” means electric power generation capacity of NRG Energy and its Subsidiaries (including NRG Energy’s and its Subsidiaries’ pro rata share of the capacity represented by minority investments in units) normally operated by NRG Energy and/or any of its Subsidiaries to serve loads on an around-the-clock basis.

          “Capacity Commodity Hedging Agreement” has the meaning specified in the NRG Collateral Trust Agreement.

          “Collateral” has the meaning specified in the NRG Collateral Trust Agreement.

          “Credit Agreement” has the meaning specified in the NRG Collateral Trust Agreement.

          “Definitions” means the 1993 ISDA Commodity Derivatives Definitions as supplemented by the 2000 Supplement to the 1993 ISDA Commodity Derivatives Definitions, each as published by the International Swaps and Derivatives Association, Inc.

          “Derivative Transaction” means (i) any transaction that provides solely for cash settlement and not physical settlement and (ii) that is (a) a commodity swap transaction, cross-commodity swap transaction, commodity cap transaction, commodity floor transaction, commodity collar transaction, commodity option transaction or any other similar transaction (including any Option with respect to any of these transactions), (b) any combination of these transactions or (c) any other transaction identified as a Derivative Transaction in the related Confirmation.

          “ERCOT” means the Electric Reliability Council of Texas, Inc.

          “ERCOT Protocols” means the document adopted, published and amended from time to time by ERCOT, and approved by the PUCT, to govern electric transmission in ERCOT, including any attachments, exhibits or publications referenced in the document, that contains the scheduling, operating, planning, reliability, and settlement policies, rules, guidelines, procedures, standards, and criteria of ERCOT.

          “Fixed LOC” has the meaning ascribed thereto in Section 8.1(c)(I).

          “Guarantee and Collateral Agreement” has the meaning specified in the NRG Collateral Trust Agreement.

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          “Measurement Date” means, in the case of a Sale, the date of the closing of such Sale and, in the case of a Forecast Loss, the date on which such Forecast Loss is first forecast.

          “MW” has the meaning specified in the NRG Collateral Trust Agreement.

          “Non-Baseload Capacity” means an amount of electric power generation capacity equal to (i) all electric power generation capacity of NRG Energy and its Subsidiaries (including NRG Energy’s and its Subsidiaries’ pro rata share of the capacity represented by minority investments in units) minus (ii) all Baseload Capacity.

          “NRG Collateral Trust Agreement” means the Collateral Trust Agreement dated as of February 2, 2006 (as amended, restated, supplemented, replaced or otherwise modified from time to time), by and among NRG Energy, Inc., the guarantors from time to time party thereto, Morgan Stanley Senior Funding, Inc., as administrative agent, J. Aron & Company, as counterparty under the GS Commodity Hedging Agreement (as defined therein), and Morgan Stanley & Co. Inc., as collateral trustee.

          “Obligations” has the meaning specified in the NRG Collateral Trust Agreement.

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          “Party” means each of Party A and Party B and “Parties” means Party A and Party B collectively.

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          “PUCT” means the Public Utility Commission of Texas.

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          “Specified Transaction” means any transaction (other than a Transaction) now existing or hereafter entered into between one Party to this Agreement and the other Party to this Agreement that is a spot, forward, option or swap transaction in or with respect to one or more currencies, commodities, securities, rates, indices or other measures of financial or economic risk or any other similar transaction (or any combination thereof).

          “Subsidiary” has the meaning specified in the NRG Collateral Trust Agreement.

          “Texas Genco Collateral Trust Agreement” has the meaning specified in the NRG Collateral Trust Agreement.

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(ii) Section 1.11 is amended by adding the following to the end thereof: “and in entering into new arrangements which replace a Terminated Transaction.”

(iii) Section 1.50 is amended to delete the reference to section “2.4” and replacing it with “2.5”.

(iv) Section 1.51 is amended by (a) adding the phrase “for delivery” immediately before the phrase “at the Delivery Point” in the second line thereof and (b) deleting the phrase “at Buyer’s option” from the fifth line thereof and replacing it with the following: “absent a purchase”.

(v) Section 1.53 is amended by (a) deleting the phrase “at the Delivery Point” from the second line thereof and (b) deleting the phrase “at Seller’s option” from the fifth line thereof and replacing it with the following: “absent a sale.”

(vi) The definition of “Transaction” in Section 1.60 is hereby deleted in its entirety and replaced with the following new definition:

          “Transaction” means (a) a particular transaction agreed to by the Parties relating to the sale and purchase of a Product pursuant to this Master Agreement or (b) a particular Derivative Transaction agreed to by the Parties pursuant to this Master Agreement.

(2) Article Two shall be amended as follows:

(i) In Section 2.2, insert “The Definitions are hereby incorporated by reference with respect to any Transaction entered into by the Parties pursuant to this Master Agreement that is a Derivative Transaction, except as otherwise provided in any Confirmation or as agreed to by the Parties. In the event of any inconsistency between the provisions of the Master Agreement and the Definitions, the Master Agreement will prevail. In the event of any inconsistency between the terms of any Transaction that is a Derivative Transaction and the Definitions, the terms of such Transaction will prevail.” after the last sentence.

(ii) In Section 2.3, insert “or any other means of electronic messaging for which a written record can be retrieved” after “facsimile” in the first sentence.

(iii) Article Two shall be amended to add a new Section 2.6 as follows:

     2.6 Existing Transactions and Confirmations . For the avoidance of doubt, all Transactions and Confirmations outstanding under the Master Agreement on or prior to the Restatement Date shall remain in effect under the Master Agreement following the Restatement Date; provided , however , that if the terms set forth in such prior Transactions and Confirmations are inconsistent with the terms set forth in the Master Agreement (as restated on the Restatement Date), then the terms in the Master Agreement shall govern.

(3) Article Three shall be amended as follows:

(i) In Section 3.1, insert “set forth in (a) of the definition thereof,” after “Transaction” in the first sentence.

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(ii) In Section 3.1, insert “With respect to each Derivative Transaction, the Fixed Price Payer (as specified in the related Confirmation) or the Floating Price Payer (as specified in the related Confirmation), as applicable shall pay to the other party any amounts due in accordance with the section entitled “Settlements” in the related Confirmation.” as a new paragraph.

(iii) Section 3.2 is hereby deemed inoperative with respect to all Derivative Transactions.

(iv) Section 3.3 is hereby deemed inoperative with respect to all Derivative

Transactions.

(4) Article Four shall be amended as follows:

(i) Section 4.1 is hereby deemed inoperative with respect to all Derivative Transactions.

(ii) Section 4.2 is hereby deemed inoperative with respect to all Derivative Transactions.

(5) Article Five shall be amended as follows:

(i) In Section 5.1(c), add “, in the case of Transaction set forth in (a) of the definition thereof,” after “except” the second time it appears in such Section and before “for” the first time it appears in such Section.

(ii) In Section 5.1(e), delete “agreed to pursuant to” and add “as and when due as specified in” in its place.

(iii) Section 5.1(g) is amended as follows: in clause (i), delete “, or becoming capable at such time of being declared,”.

(iv) Section 5.1 shall be amended to add a new Section 5.1(i) and Section 5.1(j) as follows:

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(v) Section 5.2 is amended to delete the following phrase from the last two lines thereof: “under applicable law on the Early Termination Date, as soon as thereafter as is reasonably practicable)” and to add the following to the end of Section 5.2:

“under applicable law on the Early Termination Date, then each such Transaction (individually, an “Excluded Transaction” and collectively, the “Excluded Transactions”) shall be terminated as soon thereafter as reasonably practicable, and upon termination shall be deemed to be a Terminated Transaction and the Termination Payment payable in connection with all such Transactions shall be calculated in accordance with Section 5.3 below). The Non-Defaulting Party (or its agent) may determine its Gains and Losses by reference to information either available to it internally or supplied by one or more third parties including, without limitation, quotations (either firm or indicative) of relevant rates, prices, yields, yield curves, volatilities, spreads or other relevant market data in the relevant markets. Third parties supplying such information may include, without limitation, dealers in the relevant markets, end-users of the relevant product, information vendors and other sources of market information.”

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               5.8 Certain Regulatory Matters.

               (a) In the event Buyer is regulated by a federal, state or local regulatory body, and such body shall disallow all or any portion of any costs incurred or yet to be incurred by Buyer under any provision of this Agreement or in respect of any Transaction, such action shall not operate to excuse Buyer from performance of any obligation hereunder nor shall such action give rise to any right of Buyer to any refund or retroactive adjustment of the price of any Transaction.

               (b) If, after giving effect to any applicable provision or remedy specified in, or pursuant to, this Agreement, due to an event or circumstance (other than any action taken or omission by a Party) occurring after a Transaction is entered into, it becomes unlawful under any applicable law for a Party (an “Affected Party”) to perform any material obligation to make a payment or delivery in respect of such Transaction (an “Affected Transaction”), to receive a payment or take delivery in respect of such Transaction or to comply with any other material provision of this Agreement relating to such Transaction (in each case, other than as a result of a breach by such Party of Section 5.8(c)), then either Party may, by notice to the other Party, terminate and liquidate all Affected Transactions in the manner contemplated by Section 5.2, which notice shall specify the basis for declaring such Early Termination Date and identify which Transactions are Affected Transactions. If the Affected Transactions constitute all Transactions then in effect under this Agreement, both Parties shall calculate their respective Gains, Losses or Costs in respect of Terminated Transactions as provided in Sections 5.2, 5.3 and 5.4, and endeavor in good faith to agree upon the Termination Payment payable by either Party. If the Affected Transactions constitute some but less than all of the Transactions then in effect under this Agreement, only the Party that is not the Affected Party shall calculate its Gains, Losses and Costs in respect of all Affected Transactions and notify the Affected Party

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of the Termination Payment, as provided in Sections 5.2, 5.3 and 5.4. Only the Affected Transactions shall be terminated on the Early Termination Date under the circumstances described in the preceding sentence and all other Transactions shall remain unaffected as if no Early Termination Date had been declared.

          (c) Each Party agrees that it will use all reasonable efforts to maintain in full force and effect all consents, approvals, permits or other authorizations of any governmental or other authority (including ERCOT) that are required to be obtained by it with respect to this Agreement and will use all reasonable efforts to obtain any that may become necessary in the future.

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(6) Article Six shall be amended as follows:

(i) In Section 6.7, the second sentence is hereby deemed inoperative with respect to all Derivative Transactions.

(7) Article Seven shall be amended as follows:

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(9) Article Nine shall be amended as follows:

(i) Section 9.2 is hereby deemed inoperative with respect to all Derivative Transactions.

(10) Article Ten shall be amended as follows:

(i) Section 10.2 (viii) is amended by adding at the end thereof: “, and acknowledges that the other Party is not acting as a fiduciary for or advisor to it in respect of any Transaction.”

(ii) The reference to “forward contract merchant” in Section 10.2 (ix) is hereby replaced with “swap participant” with respect to all Derivative Transactions.

(iii) Section 10.3 is hereby deemed inoperative with respect to all Derivative Transactions.

(iv) Section 10.4 is hereby deemed inoperative with respect to all Derivative Transactions.

(v) Section 10.5 is amended as follows:

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(viii) The second sentence of Section 10.9 is hereby deemed inoperative with respect to all Derivative Transactions.

(ix) The reference to “forward contracts” in Section 10.10 is hereby replaced with “swap agreements” with respect to all Derivative Transactions.

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          10.12 Scope of Agreement . Notwithstanding anything contained in this Agreement to the contrary, any transaction for the purchase and sale of electric capacity, energy or other products related thereto which has been or will be entered into between Party A and Party B shall constitute a “Transaction” which is subject to, governed by, and construed in accordance with the terms of this Agreement. This Section is inoperative with respect to all Derivative Transactions.

          10.13 Binding Rates and Terms .

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          10.14 ERCOT Protocols . The Parties shall comply with the ERCOT Protocols and shall reasonably cooperate with each other in their efforts to comply with the ERCOT Protocols; provided , however , this Section 10.14 is not intended to impose liability on either Party for the failure to do so.

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(11) Additional Provisions. The following provisions shall be added to Schedule P: Products and Related Definitions:

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               10.16. Assignment and Release . (a) At any time, so long as no Early Termination Date has occurred or been designated as a result of an Event of Default with respect to Texas Genco II, LP (“TGN”), (i) TGN shall be permitted to assign (the “ Assignment ”) all of its rights and obligations under this Agreement to NRG Power Marketing, Inc. (“NRG Power”) pursuant to a written instrument in which NRG Power agrees to assume such rights and obligations and (ii) Party A shall consent to Assignment, provided that NRG

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Power has provided Party A with a new or amended Fixed LOC having a face value in the amount required under Section 8.1(c)(I) on the date of the Assignment and any new or amended Additional LOCs required under then outstanding Transactions, each such Additional LOC having a face amount in the amount required under the terms of the relevant Transaction and Section 8.1(c)(III) on the date of the Assignment. Upon the effectiveness of the Assignment all the rights, liabilities, duties and obligations of TGN under and in respect of one or more Transactions entered into between Party A and TGN (each, an “ Old Transaction ”) as evidenced by a confirmation (each, an “ Old Confirmation ”) shall be assigned to NRG Power, with the effect that Party A and NRG Power will be deemed to have entered into a new transaction (each, a “ New Transaction ”) between them having terms identical to those of each Old Transaction, with the understanding that Party A and NRG Power shall each undertake liabilities and obligations towards the other and acquire rights against each other identical in their terms to each corresponding Old Transaction (and, for the avoidance of doubt, as if NRG Power were TGN and with Party A remaining Party A, save for any rights, liabilities or obligations of Party A or TGN with respect to payments or other obligations due and payable or due to be performed on or prior to date of the Assignment). Upon the effectiveness of the Assignment, the guarantee provided by the Goldman Group to TGN (the “ Guarantee ”) will be terminated, and Party A shall cause such Guarantee to be replaced by a guarantee by Goldman Group (which guarantee shall be identical in all material respects to the Guarantee) in favor of NRG Power.

(b) Subject to the occurrence of the events detailed in Section 10.16(a) and upon written notice to Party A, and following (i) the consolidation of the Texas Genco Collateral Trust Agreement and the NRG Collateral Trust Agreement into a single collateral trust agreement and (ii) NRG Power performing such other actions as Party A may reasonably request, Party A and TGN each shall be released and discharged from further obligations to the other party with respect to each Old Transaction and their respective rights against each other thereunder shall be canceled (the “ Release ”), provided that such release and discharge shall not affect any rights, liabilities or obligations of Party A or TGN with respect to payments or other obligations due and payable or due to be performed on or prior to the date of the Release, and all such payments and obligations shall be paid or performed by Party A or TGN in accordance with the terms of the Old Transaction. Nothing contained herein shall affect TGN’s obligations as a Guarantor of the obligations arising under this Agreement so long as TGN is required to be a Guarantor hereunder.

Schedule P is hereby deemed inoperative with respect to all Derivative Transactions.

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IN WITNESS WHEREOF, the Parties have caused this Master Agreement to be duly executed in one or more counterparts (each of which shall be deemed an original, and all of which, taken together, shall constitute one and the same agreement) as of the date first above written. The Parties expressly acknowledge the validity of facsimile counterparts of the executed Master Agreement, if any, which may be transmitted in advance of, or in lieu of, executed original documents.

J. ARON & COMPANY

TEXAS GENCO II, LP

DISCLAIMER: This Master Power Purchase and Sale Agreement was prepared by a committee of representatives of Edison Electric Institute (“EEI”) and National Energy marketers Association (“NEM”) member companies to facilitate orderly trading in and development of wholesale power markets. Neither EEI nor NEM nor any member company nor any of their agents, representatives or attorneys shall be responsible for its use, or any damages resulting therefrom. By providing this Agreement, EEI and NEM do not offer legal advice and all users are urged to consult their own legal counsel to ensure that their commercial objectives will be achieved and their legal interests are adequately protected.

Schedule B to Master Power Purchase
and Sale Agreement Cover Sheet

Form of Letter of Credit

WE HEREBY ESTABLISH OUR IRREVOCABLE STAND-BY LETTER OF CREDIT
NO. _______________

IN FAVOR OF:
[BENEFICIARY]
[ADDRESS]
[ADDRESS]
Attn : [ _________ ]
Telex : [ _________ ]

BY ORDER AND FOR THE ACCOUNT OF:
(insert full style and address)

FOR AN AMOUNT OF:
US DOLLARS _________
(UNITED STATES DOLLARS _________)

AVAILABLE FOR PAYMENT AT SIGHT UPON PRESENTATION AT OUR COUNTERS IN (insert city and country where documents are to be presented) OF THE FOLLOWING DOCUMENT:

STATEMENT SIGNED BY A PURPORTEDLY AUTHORIZED REPRESENTATIVE OF [BENEFICIARY] CERTIFYING THAT (insert your company name) HAS NOT PERFORMED IN ACCORDANCE WITH THE TERMS OF THE MASTER POWER PURCHASE & SALE AGREEMENT, DATED AS OF JULY 21, 2004, AS AMENDED AND RESTATED AS OF FEBRUARY 2, 2006, BETWEEN [BENEFICIARY] AND (insert your company name), AND THE AMOUNT BEING DRAWN OF USD _________ DOES NOT EXCEED THAT AMOUNT WHICH [BENEFICIARY] IS ENTITLED TO DRAW PURSUANT TO THE TERMS AND CONDITIONS OF SUCH AGREEMENT.
SPECIAL CONDITIONS:

1. PARTIAL AND MULTIPLE DRAWINGS ARE PERMITTED.

2. ALL CHARGES RELATED TO THIS LETTER OF CREDIT ARE FOR THE ACCOUNT PARTY’S ACCOUNT.

3. DOCUMENTS MUST BE PRESENTED NOT LATER THAN (insert expiry date) OR IN THE EVENT OF FORCE MAJEURE INTERRUPTING OUR BUSINESS, WITHIN THIRTY (30) DAYS AFTER RESUMPTION OF OUR BUSINESS, WHICHEVER IS LATER.

UPON RECEIPT OF DOCUMENTS ISSUED IN COMPLIANCE WITH THE TERMS OF THIS CREDIT, WE HEREBY IRREVOCABLY UNDERTAKE TO COVER YOU AS PER YOUR INSTRUCTIONS WITH VALUE ONE BANK WORKING DAY.

      THIS STANDBY CREDIT IS SUBJECT TO THE UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS 1993 REVISION), I.C.C. PUBLICATION 500.

TABLE OF CONTENTS

GENERAL TERMS AND CONDITIONS

ARTICLE ONE

GENERAL DEFINITIONS

     1.1 “Affiliate” means, with respect to any person, any other person (other than an individual) that, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, such person. For this purpose, “control” means the direct or indirect ownership of fifty percent (50%) or more of the outstanding capital stock or other equity interests having ordinary voting power.

     1.2 “Agreement” has the meaning set forth in the Cover Sheet.

     1.3 “Bankrupt” means with respect to any entity, such entity (i) files a petition or otherwise commences, authorizes or acquiesces in the commencement of a proceeding or cause of action under any bankruptcy, insolvency, reorganization or similar law, or has any such petition filed or commenced against it, (ii) makes an assignment or any general arrangement for the benefit of creditors, (iii) otherwise becomes bankrupt or insolvent (however evidenced), (iv) has a liquidator, administrator, receiver, trustee, conservator or similar official appointed with respect to it or any substantial portion of its property or assets, or (v) is generally unable to pay its debts as they fall due.

     1.4 “Business Day” means any day except a Saturday, Sunday, or a Federal Reserve Bank holiday. A Business Day shall open at 8:00 a.m. and close at 5:00 p.m. local time for the relevant Party’s principal place of business. The relevant Party, in each instance unless otherwise specified, shall be the Party from whom the notice, payment or delivery is being sent and by whom the notice or payment or delivery is to be received.

     1.5 “Buyer” means the Party to a Transaction that is obligated to purchase and receive, or cause to be received, the Product, as specified in the Transaction.

     1.6 “Call Option” means an Option entitling, but not obligating, the Option Buyer to purchase and receive the Product from the Option Seller at a price equal to the Strike Price for the Delivery Period for which the Option may be exercised, all as specified in the Transaction. Upon proper exercise of the Option by the Option Buyer, the Option Seller will be obligated to sell and deliver the Product for the Delivery Period for which the Option has been exercised.

     1.7 “Claiming Party” has the meaning set forth in Section 3.3.

     1.8 “Claims” means all third party claims or actions, threatened or filed and, whether groundless, false, fraudulent or otherwise, that directly or indirectly relate to the subject matter of an indemnity, and the resulting losses, damages, expenses, attorneys’ fees and court costs, whether incurred by settlement or otherwise, and whether such claims or actions are threatened or filed prior to or after the termination of this Agreement.

     1.9 “Confirmation” has the meaning set forth in Section 2.3.

     1.10 “Contract Price” means the price in $U.S. (unless otherwise provided for) to be paid by Buyer to Seller for the purchase of the Product, as specified in the Transaction.

     1.11 &#822