NRG ENERGY, INC.
EX-10.1: UNDERWRITING AGREEMENT
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<TYPE>EX-10.1
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<FILENAME>y24567exv10w1.htm
<DESCRIPTION>EX-10.1: UNDERWRITING AGREEMENT
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<DIV align="right" style="font-size: 10pt; margin-top: 12pt">Exhibit&nbsp;10.1
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<DIV align="right" style="font-size: 10pt; margin-top: 12pt"><B><I>Execution Copy</I></B>
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<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>NRG ENERGY, INC.</B>

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<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>Common Shares, Par Value $0.01 Per Share</B>

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<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>UNDERWRITING AGREEMENT</B>

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<DIV align="Center" style="font-size: 10pt; margin-top: 6pt">August&nbsp;23, 2006

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<DIV align="right" style="font-size: 10pt; margin-top: 12pt">August&nbsp;23, 2006
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Morgan Stanley &#038; Co. Incorporated<BR>
1585 Broadway<BR>
New York, NY 10036

</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Ladies and Gentlemen:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The entities listed on Schedule&nbsp;I (collectively, the &#147;<B>Selling Stockholders</B>&#148;) propose to sell
to you (the &#147;<B>Underwriter</B>&#148;) an aggregate of 4,315,727 shares of common stock of NRG Energy, Inc., a
Delaware corporation (the &#147;<B>Company</B>&#148;), par value $0.01 per share (the &#147;<B>Shares</B>&#148;). The outstanding
shares of common stock of the Company are hereinafter referred to as the &#147;<B>Common Shares</B>.&#148;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company has filed with the Securities and Exchange Commission (the &#147;<B>Commission</B>&#148;) a
registration statement, including a prospectus, on Form S-3 (File No.&nbsp;333-130549), relating to the
registration of certain securities described therein, including the Shares. The registration
statement as amended to the date of this Agreement is hereinafter referred to as the &#147;<B>Registration
Statement</B>&#148; (for purposes of this definition, information contained in a form of prospectus or
prospectus supplement that is deemed retroactively to be a part of the Registration Statement
pursuant to Rule&nbsp;430B under the Securities Act of 1933, as amended (the &#147;<B>Securities Act</B>&#148;), shall be
considered to be included in the Registration Statement as of the time specified in Rule&nbsp;430B), and
the related prospectus dated December&nbsp;21, 2005 in the form in which it has most recently been filed
with the Commission is hereinafter referred to as the &#147;<B>Base Prospectus</B>.&#148; The Base Prospectus, as
supplemented by the prospectus supplement specifically relating to the Shares to be dated August
23, 2006 in the form first used to confirm sales of the Shares (or in the form first made available
to the Underwriter by the Company to meet requests of purchasers pursuant to Rule&nbsp;173 under the
Securities Act) is hereinafter referred to as the &#147;<B>Prospectus</B>,&#148; and the term &#147;<B>preliminary
prospectus</B>&#148; means the Base Prospectus, as supplemented by the Free Writing Prospectus dated August
23, 2006. For purposes of this definition, information contained in a form of prospectus
(including a prospectus supplement) that is deemed retroactively to be a part of the Registration
Statement pursuant to Rule&nbsp;430B shall be considered to be included in the Prospectus as of the
actual time that form of prospectus (including a prospectus supplement) is filed with the
Commission pursuant to Rule 424(b) under the Securities Act.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For purposes of this Agreement, &#147;<B>free writing prospectus</B>&#148; has the meaning set forth in Rule
405 under the Securities Act, and &#147;<B>Time of Sale Prospectus</B>&#148; means, collectively, the Base
Prospectus and the Free Writing Prospectus dated August&nbsp;23, 2006, together with the free writing
prospectuses, if any, identified in Schedule&nbsp;II hereto, as of the Applicable Time of Sale (as
defined herein), and the information set forth in Schedule&nbsp;III hereto. As used herein, the terms
&#147;Registration Statement,&#148; &#147;Base Prospectus,&#148; &#147;preliminary prospectus,&#148; &#147;Time of Sale
Prospectus&#148; and &#147;Prospectus&#148; shall include the documents, if any, incorporated by reference
therein. The terms &#147;supplement&#148; and &#147;amendment&#148; and &#147;amend&#148; as used in this Agreement with
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">respect
to the Registration Statement, the Base Prospectus, the preliminary prospectus, the Time of Sale
Prospectus, Prospectus or any free writing prospectus shall include any supplement or amendment
made by a subsequent filing by the Company with the Commission pursuant to the Securities Exchange
Act of 1934, as amended (the &#147;<B>Exchange Act</B>&#148;), that is incorporated by reference therein.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.&nbsp;<I>Representations and Warranties of the Company</I>. The Company represents and warrants to, and
agrees with, the Underwriter and each Selling Stockholder that:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) The Registration Statement has become effective; no stop order suspending the
effectiveness of the Registration Statement is in effect, and no proceedings for such
purpose are pending before, or to the knowledge of the Company, threatened by the
Commission. The Company is a well-known seasoned issuer (as defined in Rule&nbsp;405 under the
Securities Act) eligible to use the Registration Statement as an automatic shelf
registration statement and the Company has not received notice that the Commission objects
to the use of the Registration Statement as an automatic shelf registration statement
pursuant to Rule&nbsp;401(g)(2) of the Securities Act.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) (i)&nbsp;Each document, if any, filed or to be filed pursuant to the Exchange Act and
incorporated by reference in the Time of Sale Prospectus or the Prospectus complied or will
comply when so filed in all material respects with the Exchange Act and the applicable rules
and regulations of the Commission thereunder, (ii)&nbsp;each part of the Registration Statement,
when such part became effective, did not contain, and each such part, as amended or
supplemented, if applicable, will not contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to make the
statements therein not misleading, (iii)&nbsp;the Registration Statement as of the date hereof
does not contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not misleading,
(iv)&nbsp;the Registration Statement and the Prospectus comply, and as amended or supplemented,
if applicable, will comply in all material respects with the Securities Act and the
applicable rules and regulations of the Commission thereunder, (v)&nbsp;the Time of Sale
Prospectus does not, and at the time of each sale of the Shares in connection with the
offering and at the Closing Date (as defined in Section&nbsp;4), the Time of Sale Prospectus, as
then amended or supplemented by the Company, if applicable, will not, contain any untrue
statement of a material fact or omit to state a material fact necessary to make the
statements therein, in the light of the circumstances under which they were made, not
misleading and (vi)&nbsp;the Prospectus does not contain and, as amended or supplemented, if
applicable, will not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, except that the representations and warranties
set forth in this paragraph do not apply to statements or omissions in the Registration
Statement, the Time of Sale Prospectus or the Prospectus, each as amended or supplemented,
based upon information relating to the Underwriter furnished to the Company in writing by
the Underwriter expressly for use therein.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) The Company is not an &#147;ineligible issuer&#148; in connection with the offering pursuant
to Rules&nbsp;164, 405 and 433 under the Securities Act. Any free writing
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">prospectus that the
Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or
will be, filed with the Commission in accordance with the requirements of the Securities Act
and the applicable rules and regulations of the Commission thereunder. Each free writing
prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under
the Securities Act or that was prepared by or on behalf of or used or referred to by the
Company complies or will comply in all material respects with the requirements of the
Securities Act and the applicable rules and regulations of the Commission thereunder.
Except for the free writing prospectuses, if any, identified in Schedule&nbsp;II hereto, and
electronic road shows each furnished to you before first use, the Company has not prepared,
used or referred to, and will not, without your prior consent, prepare, use or refer to, any
free writing prospectus.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) The Company has been duly incorporated, is validly existing as a corporation in
good standing under the laws of the state of Delaware, has the corporate power and authority
to own its property and to conduct its business as described in the Time of Sale Prospectus,
Prospectus and Registration Statement and is duly qualified to transact business and is in
good standing in each jurisdiction in which the conduct of its business or its ownership or
leasing of property requires such qualification, except (i)&nbsp;to the extent that the failure
to be so qualified or be in good standing would not have a material adverse effect on the
business or result of operations of the Company and its subsidiaries, taken as a whole (a
&#147;<B>Material Adverse Effect</B>&#148;) and (ii)&nbsp;for jurisdictions not recognizing the legal concepts of
good standing or qualification.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e) Each domestic subsidiary of the Company has been duly organized, is validly
existing in good standing under the laws of the jurisdiction of its organization, has the
power and authority to own its property and to conduct its business as described in the Time
of Sale Prospectus, Prospectus and Registration Statement and is duly qualified to transact
business and is in good standing in each jurisdiction in which the conduct of its business
or its ownership or leasing of property requires such qualification, except (i)&nbsp;to the
extent that the failure to be so qualified or be in good standing would not have a Material
Adverse Effect on the Company and its subsidiaries, taken as a whole and (ii)&nbsp;for
jurisdictions not recognizing the legal concepts of good standing or qualification. Except
as set forth in the Registration Statement, Time of Sale Prospectus and Prospectus, all of
the issued shares of capital stock, or equity interests, as applicable of each subsidiary of
the Company have been duly and validly authorized and issued, are fully paid and
non-assessable and (except (i)&nbsp;for directors&#146; qualifying share or foreign national
qualifying capital stock, and (ii)&nbsp;as pledged to secure indebtedness of the Company and/or
its subsidiaries pursuant to credit facilities, indentures and other instruments evidencing
indebtedness as set forth in the Exchange Act Reports of the Company, Registration
Statement, Time of Sale Prospectus and Prospectus and existing on the date hereof) are owned
directly by the Company, free and clear of all liens, encumbrances, equities or claims.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f) This Agreement has been duly authorized, executed and delivered by the Company.
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g) The authorized capital stock of the Company conforms as to legal matters to the
description thereof contained in each of the Time of Sale Prospectus, the Prospectus, and
the Registration Statement.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h) The Common Shares have been duly authorized and are validly issued, fully paid and
non-assessable.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) The execution and delivery by the Company of, and the performance by the Company of
its obligations under, this Agreement will not contravene (i)&nbsp;any provision of the amended
and restated certificate of incorporation or the amended and restated by-laws of the
Company, (ii)&nbsp;or any agreement or other instrument binding upon the Company or any of its
subsidiaries that is material to the Company and its subsidiaries, taken as a whole, (iii)
or any applicable law or judgment, order or decree of any governmental body, agency or court
having jurisdiction over the Company or any subsidiary except that, in the case of clauses
(ii)&nbsp;and (iii), for any contravention that would not have a Material Adverse Effect on the
Company. No consent, approval, authorization or order of, or qualification with, any
governmental body or agency is required for the performance by the Company of its
obligations under this Agreement except (x)&nbsp;for such consent, approvals, authorizations,
orders or qualifications that have been obtained or where failure to do so would not have a
Material Adverse Effect on the Company and (y)&nbsp;for the registration of the Shares under the
Securities Act and such as may be required by the securities or Blue Sky laws of the various
states in connection with the offer and sale of the Shares.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(j) There has not occurred any material adverse change, or any development involving a
prospective material adverse change, in the condition, financial or otherwise, or in the
earnings, business or operations of the Company and its subsidiaries, taken as a whole, from
that set forth in the Time of Sale Prospectus, the Prospectus, and the Registration
Statement.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(k) There are no legal or governmental proceedings pending or, to the knowledge of the
Company, threatened to which the Company or any of its subsidiaries is a party or to which
any of the properties of the Company or any of its subsidiaries is subject other than
proceedings that are disclosed or described in all material respects in the Registration
Statement, Time of Sale Prospectus, or the Prospectus and proceedings that are not expected
to have a Material Adverse Effect, and there are no statutes, regulations, contracts or
other documents that are required to be described in the Registration Statement, Time of
Sale Prospectus, or the Prospectus or to be filed as exhibits to the Registration Statement
that are not described in all material respects or filed, or incorporated by reference as
required.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(l) Each preliminary prospectus supplement filed pursuant to Rule&nbsp;424 under the
Securities Act, complied when so filed in all material respects with the Securities Act and
the applicable rules and regulations of the Commission thereunder.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(m) The Company is not, and after giving effect to the offering and sale of the Shares
and the application of the proceeds thereof as described in the Prospectus will not
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">be, required to register as an &#147;investment company&#148; as such term is defined in the
Investment Company Act of 1940, as amended.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(n) Except as set forth in the Registration Statement, the Time of Sale Prospectus, or
Prospectus, each subsidiary of the Company that is subject to regulation as a &#147;public
utility&#148; as such term is defined in the Federal Power Act (&#147;<B>FPA</B>&#148;) has an order from the
Federal Energy Regulatory Commission, not subject to any pending challenge, investigation,
complaint, or other proceeding (other than generic proceedings generally applicable in the
industry) (i)&nbsp;authorizing such subsidiary to engage in wholesale sales of electricity and,
to the extent permitted under its market-based rate tariff, other transactions at
market-based rates and (ii)&nbsp;granting such waivers and blanket authorizations as are
customarily granted to entities with market-based rate authority, including blanket
authorizations to issue securities and to assume liabilities pursuant to Section&nbsp;204 of the
FPA.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(o) With respect to any subsidiary that purports to own a &#147;Qualifying Facility&#148; (&#147;<B>QF</B>&#148;)
as defined under the Public Utility Regulatory Policies Act and the current rules and
regulations promulgated thereunder (&#147;<B>PURPA</B>&#148;), such facility is a QF under PURPA.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(p) Except as disclosed in the Registration Statement, the Time of Sale Prospectus, or
Prospectus, and except for such matters as would not, individually or in the aggregate,
result in a Material Adverse Effect, the Company or any of its subsidiaries (1)&nbsp;are
conducting and have conducted their businesses, operations and facilities in compliance with
Environmental Laws (as defined below); (2)&nbsp;have duly obtained, possess, maintain in full
force and effect, and have fulfilled and performed all of their obligations under any and
all permits, licenses or registrations required under Environmental Law (&#147;<B>Environmental
Permits</B>&#148;); (3)&nbsp;have not received any notice from a governmental authority or any other third
party alleging any violation of Environmental Law or liability thereunder; (4)&nbsp;are not
subject to any pending or, to the best knowledge of the Company or any of its subsidiaries,
threatened claim in writing or other legal proceeding under any Environmental Laws against
the Company or any of its subsidiaries; and (5)&nbsp;do not have knowledge of any applicable
Environmental Laws, or any unsatisfied conditions in an Environmental Permit, that,
individually or in the aggregate, can reasonably be expected to require any material capital
expenditures for either the installation of new pollution control equipment, or a switch in
a project&#146;s fuel or any other material modification of current operations in order to
maintain the Company&#146;s or the subsidiaries&#146; compliance with Environmental Law. As used in
this paragraph, &#147;<B>Environmental Laws</B>&#148; means any and all applicable foreign, federal, state
and local laws and regulations, or any enforceable administrative or judicial interpretation
thereof, relating to pollution or the protection of human health or the environment,
including, without limitation, those relating to (i)&nbsp;emissions, discharges or releases of
Hazardous Substances into ambient air, surface water, groundwater or land, (ii)&nbsp;the
generation, manufacture, processing, distribution, use, treatment, storage, disposal,
release, transport or handling of, or exposure to, Hazardous Substances, (iii)&nbsp;the
protection of wildlife or endangered or threatened species, or (iv)&nbsp;the investigation,
remediation or cleanup of any Hazardous Substances. As used in this paragraph, &#147;<B>Hazardous
Substances</B>&#148; means pollutants, contaminants, hazardous substances,
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">materials or wastes, petroleum, petroleum products and their breakdown constituents, or
any other chemical substance regulated under Environmental Laws.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(q) Except as described in the Time of Sale Prospectus, the Prospectus, and the
Registration Statement, the Company has not sold, issued or distributed any shares of Common
Stock during the six-month period preceding the date hereof, including any sales pursuant to
Rule&nbsp;144A under, or Regulation&nbsp;D or S of, the Securities Act, other than shares issued
pursuant to employee benefit plans, qualified stock option plans or other employee
compensation plans or pursuant to outstanding options, rights or warrants.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(r) Neither NRG nor any of its subsidiaries has taken and nor will any take, directly
or indirectly, any action which is designed to or which has constituted or which might
reasonably be expected to cause or result in stabilization or manipulation of the price of
any security of the Company to facilitate the sale or resale of the Shares.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.&nbsp;<I>Representations and Warranties of the Selling Stockholders</I>.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) Each Selling Stockholder severally represents and warrants to, and agrees with the
Underwriter, as of the date hereof and as of the Closing Date, that:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 9%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) All consents, approvals, authorizations and orders necessary for
the execution and delivery by such Selling Stockholder of this Agreement,
and for the sale and delivery of the Shares to be sold by such Selling
Stockholder hereunder, have been obtained; and such Selling Stockholder has
full right, power and authority to enter into this Agreement and to sell,
assign, transfer and deliver the Shares to be sold by such Selling
Stockholder hereunder;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 9%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) The sale of the Shares to be sold by such Selling Stockholder
hereunder, the compliance by such Selling Stockholder with all of the
provisions of this Agreement and the performance by such Selling Stockholder
of its obligations under this Agreement (a)&nbsp;will not conflict with or result
in a breach or violation of any of the terms or provisions of, or constitute
a default under, any statute, indenture, mortgage, deed of trust, loan
agreement or other agreement or instrument to which such Selling Stockholder
is a party or by which such Selling Stockholder is bound or to which any of
the property or assets of such Selling Stockholder is subject, nor (b)&nbsp;will
such action result in any violation of the provisions of the Certificate of
Incorporation or By laws of such Selling Stockholder if such Selling
Stockholder is a corporation, the Limited Liability Company Agreement of
such Selling Stockholder if such Selling Stockholder is a limited liability
company or the Partnership Agreement of such Selling Stockholder if such
Selling Stockholder is a partnership or any statute or any order, rule or
regulation of any court or governmental agency or body having jurisdiction
over such Selling Stockholder or the property of such Selling Stockholder;
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 9%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) Such Selling Stockholder has, and immediately prior to the
Closing Date such Selling Stockholder will have, good and valid title to the
Shares to be sold by such Selling Stockholder hereunder, free and clear of
all liens, encumbrances, equities or claims, and upon purchase of such
Shares and payment therefor pursuant hereto, the Underwriter will acquire a
good and valid security entitlement with respect to such Shares free and
clear of any liens, encumbrances, equities or claims;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 9%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv) Such Selling Stockholder has not taken and will not take, directly
or indirectly, any action which is designed to or which has constituted or
which might reasonably be expected to cause or result in stabilization or
manipulation of the price of any security of the Company to facilitate the
sale or resale of the Shares;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 9%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v) To the extent that any statements or omissions made in the
Registration Statement, the Prospectus, any Free Writing Prospectus or any
amendment or supplement thereto are made in reliance upon and in conformity
with written information relating to the Selling Stockholder furnished to
the Company by such Selling Stockholder expressly for use therein, such
information did and will, conform in all material respects to the
requirements of the Act and the rules and regulations of the Commission
thereunder and will not contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary
to make the statements therein not misleading, it being understood and
agreed that such information consists only of such Selling Stockholder&#146;s
name, address and number of Shares beneficially owned and offered as set
forth under &#147;Selling Stockholders&#148; in the Registration Statement and the
Prospectus;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 9%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(vi) In order to document the Underwriter&#146;s compliance with the
reporting and withholding provisions of the Tax Equity and Fiscal
Responsibility Act of 1982 with respect to the transactions herein
contemplated, such Selling Stockholder will deliver to you prior to or at
the Time of Delivery a properly completed and executed United States
Treasury Department Form W-9 (if such Selling Stockholder is a United States
person, as defined under Section&nbsp;7701(a)(30) of the Internal Revenue Code of
1986, as amended) or Form W-8 (if such Selling Stockholder is not a United
States person, as defined under Section&nbsp;7701(a)(30) under the Internal
Revenue Code of 1986, as amended) (or other applicable form or statement
specified by Treasury Department regulations in lieu thereof);
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.&nbsp;<I>Agreements to Sell and Purchase. </I>Each Selling Stockholder, severally and not jointly,
hereby agrees to sell to the Underwriter the number of shares set forth opposite the name of such
Selling Stockholder on Schedule&nbsp;I, and the Underwriter, upon the basis of the representations and
warranties herein contained, but subject to the conditions hereinafter stated,
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">hereby agrees to purchase such Shares from such Selling Stockholder at $49.55 per share (the
&#147;<B>Purchase Price</B>&#148;).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company hereby agrees that, without the prior written consent of the Underwriter, it will
not, during the period ending 60&nbsp;days after the date of this Agreement, (i)&nbsp;offer, pledge, sell,
contract to sell, sell any option or contract to purchase, purchase any option or contract to sell,
grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly
or indirectly any Common Shares or any securities convertible into or exercisable or exchangeable
for Common Shares, or (ii)&nbsp;enter into any swap or other arrangement that transfers to another, in
whole or in part, any of the economic consequences of ownership of the Common Shares, whether any
such transaction described in clause (i)&nbsp;or (ii)&nbsp;above is to be settled by delivery of Common
Shares or such other securities, in cash or otherwise. Each of the parties hereto hereby
acknowledges that the foregoing sentence does not apply to repurchases of shares by a Finance
Subsidiary or any other share repurchase program by the Company for its Common Stock or to sales of
stock in connection with its previously announced capital allocation program. The parties hereto
agree that this paragraph satisfies the requirements of Section&nbsp;4.7 of the Investor Rights
Agreement, dated as of February&nbsp;2, 2006 (the &#147;<B>Investor Rights Agreement</B>&#148;), by and among the Company
and certain stockholders of the Company with respect to the Shares and, for the avoidance of doubt,
any public sale or distribution of Common Shares by certain affiliates of Credit Suisse Securities
(USA)&nbsp;LLC in connection with the Company&#146;s previously announced capital allocation program is not
prohibited by such Section&nbsp;4.7.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The restrictions contained in the preceding paragraph shall not apply to (A)&nbsp;the issuance by
the Company of Common Stock upon the exercise of an option or warrant or the conversion of a
security outstanding on the date hereof of which the Underwriter has been advised in writing, (B)
grants by the Company of employee stock options or other equity-based compensation pursuant to the
terms of a plan in effect on the date of this Agreement, (C)&nbsp;transactions by persons other than the
Company relating to Common Stock, (D)&nbsp;the filing by the Company of a shelf registration statement
with respect to Common Stock or securities convertible into or exercisable or exchangeable for
Common Stock or (E)&nbsp;actions undertaken by the Company to comply with the terms of the Investor
Rights Agreement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.&nbsp;<I>Payment and Delivery. </I>Payment for the Shares to the Selling Stockholders shall be made in
Federal or other funds immediately available in New York City against delivery of such shares for
the account of the Underwriter at 10:00&nbsp;a.m., New York City time, on August&nbsp;28, 2006 or at such
other time on the same or such other date, not later than September&nbsp;2, 2006, as shall be designated
in writing by the Underwriter. The date and time of the payment, in each case, will be referred to
as the &#147;<B>Closing Date</B>.&#148;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Shares shall be registered in such names and in such denominations as the Underwriter
shall request in writing not later than one full business day prior to the Closing Date. The
Shares shall be delivered to the Underwriter on the Closing Date for their account, with any
transfer taxes payable in connection with the transfer of the Shares to the Underwriter duly paid,
against payment of the Purchase Price therefor. The Underwriter acknowledges that the Shares being
delivered by the Selling Stockholders will be delivered via book-entry transfer to the
Underwriter&#146;s account at DTC by a participant in DTC whose name appears on a security position
listing as the owner of such Shares. The documents to be delivered on the Closing Date
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">by or on behalf of the parties hereto will be delivered at the offices of Latham &#038; Watkins
LLP, 885 Third Avenue, New York, New York 10022 (the &#147;<B>Closing Location</B>&#148;), and the Shares will be
delivered at the office of DTC or its designated custodian (the &#147;<B>Designated Office</B>&#148;) on the Closing
Date.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.&nbsp;<I>Conditions to Underwriter&#146;s Obligations</I>. The obligations of the Underwriter are subject to
the following conditions:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) Subsequent to the execution and delivery of this Agreement and prior to the Closing
Date there shall not have occurred (i)&nbsp;any downgrading, nor shall the Company have received
any notice from any &#147;nationally recognized statistical rating organization,&#148; as such term is
defined for purposes of Rule&nbsp;436(g)(2) under the Securities Act of any intended or potential
downgrading or of any review for a possible change that does not indicate the direction of
the possible change, in the rating accorded the Company or any of the securities of the
Company or any of its subsidiaries or in the rating outlook for the Company; or (ii)&nbsp;any
change, or any development involving a prospective change, in the condition, financial or
otherwise, or in the earnings, business or results of operations of the Company and its
combined subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus
that, in the judgment of the Underwriter, is material and adverse and that makes it, in the
judgment of the Underwriter, impracticable to market the Shares on the terms and in the
manner contemplated in the Time of Sale Prospectus.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) The Underwriter shall have received on the Closing Date a certificate, dated the
Closing Date and signed by the Chief Executive Officer or Chief Financial Officer of the
Company, to the effect set forth in Section 5(a) and to the effect that the representations
and warranties of the Company contained in this Agreement that are not qualified by
materiality are true and correct in all material respects, and that the representations and
warranties of the Company contained in this Agreement that are qualified by materiality are
true and correct, in each case, as of the Closing Date and that the Company has complied
with all of the agreements and satisfied all of the conditions on its part to be performed
or satisfied hereunder on or before the Closing Date.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) The Underwriter shall have received on the Closing Date an opinion and a negative
assurance letter from Kirkland &#038; Ellis LLP, outside counsel for the Company, dated the
Closing Date, reasonably acceptable to the Underwriter, covering the matters referred to in
Exhibit&nbsp;A-1. Additionally, Tim O&#146;Brien, General Counsel of the Company shall provide an
opinion to the Underwriter, dated the Closing Date, reasonably acceptable to the
Underwriter, covering the matters referred to in Exhibit&nbsp;A-2. The opinion and a negative
assurance letter of Kirkland &#038; Ellis LLP shall be rendered to the Underwriter at the request
of the Company and shall so state therein.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) The Underwriter shall have received on the Closing Date an opinion and a negative
assurance letter of Latham &#038; Watkins LLP, counsel for the Underwriter, in form and substance
reasonably acceptable to the Underwriter.
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e) The Underwriter shall have received on the Closing Date an opinion of Simpson
Thacher &#038; Bartlett LLP, counsel for the Selling Stockholders, covering the matters referred
to in Exhibit&nbsp;A-3 and reasonably acceptable to the Underwriter.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f) The Underwriter shall have received, on each of the date of this Agreement and on
the Closing Date, letters dated the respective dates of delivery thereof, in form and
substance satisfactory to the Underwriter, from KPMG LLP and PricewaterhouseCoopers LLP,
independent public accountants, containing statements and information of the type ordinarily
included in accountants&#146; &#147;comfort letters&#148; to underwriters with respect to the financial
statements and certain financial information contained in the Time of Sale Prospectus and
the Prospectus; <I>provided </I>that the letters delivered on the Closing Date shall use a &#147;cut-off
date&#148; not earlier than the date hereof.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g) At the Closing Date, the Underwriter shall have received a certificate of an
authorized representative of the Selling Stockholders, dated the Closing Date, to the effect
that the representations and warranties of the Selling Stockholders set forth in Section
2(a) hereof that are not qualified by materiality are true and correct in all material
respects, and that the representations and warranties of the Selling Stockholders contained
in this Agreement that are qualified by materiality are true and correct, in each case, as
of the Closing Date, and that each of the Selling Stockholders has complied with all
agreements and satisfied all conditions on its part to be performed or satisfied hereunder
at or prior to the Closing Date.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h) On or prior to the Closing Date, the Underwriter shall have received a properly
completed and executed United States Treasury Department Form W-9 (or other applicable form
or statement specified by Treasury Department regulations in lieu thereof) from each Selling
Stockholder pursuant to Section&nbsp;2(a)(vi).
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) The delivery to the Underwriter on the Closing Date of such documents as the
Underwriter may reasonably request with respect to the good standing of the Company and
other matters related to the delivery of the Shares.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.&nbsp;<I>Covenants of the Company and the Selling Stockholders</I>.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) In consideration of the agreements of the Underwriter herein contained, the Company
covenants with the Underwriter as follows:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 9%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) To furnish to the Underwriter, without charge, five conformed
copies of the Registration Statement (including exhibits thereto and
documents incorporated by reference) and to furnish to the Underwriter,
without charge, prior to 10:00&nbsp;a.m. New York City time on the business day
next succeeding the date of this Agreement and during the period mentioned
in Section 6(d) below, as many copies of the Time of Sale Prospectus, the
Prospectus, any documents incorporated therein by reference and any
supplements and amendments thereto or to the Registration Statement as the
Underwriter may reasonably request.
</DIV>

<P align="center" style="font-size: 10pt">10
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 9%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) Before amending or supplementing the Registration Statement, the
Time of Sale Prospectus or the Prospectus (including by causing an
additional document to be incorporated by reference into the Registration
Statement, the Time of Sale Prospectus or the Prospectus), to furnish to the
Underwriter a copy of each such proposed amendment or supplement and not to
file any such proposed amendment or supplement to which the Underwriter
reasonably objects, unless in each case at such time all of the Shares have
been sold as contemplated in this Agreement, and to file with the Commission
within the applicable period specified in Rule 424(b) under the Securities
Act any prospectus required to be filed pursuant to such Rule.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 9%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) Unless in each case at such time all of the Shares have been sold
as contemplated in this Agreement, to furnish to the Underwriter a copy of
each proposed free writing prospectus prepared by or on behalf of, used by,
or referred to by the Company and not to use or refer to any proposed free
writing prospectus which the Underwriter has not consented to in advance,
which consent shall not be unreasonably withheld, and to file with the
Commission within the applicable period specified in Rule 433(d) under the
Securities Act any free writing prospectus required to be filed pursuant to
such rule.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 9%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv) If:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 12%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(A) at a time when a prospectus relating to the Shares is
required to be delivered under the Securities Act, any
representation or warranty made pursuant to Section&nbsp;1 ceases to be
true and correct or any event occurs as a result of which the
Prospectus as then amended or supplemented would include any untrue
statement of a material fact or omit to state any material fact
necessary to make the statements therein in the light of the
circumstances under which they were made not misleading, or
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 12%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(B) it shall be necessary to amend the Registration Statement
or supplement the Prospectus to comply with the Securities Act or
the Exchange Act or the respective rules thereunder,
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 9%">then, the Company promptly will notify the Underwriter and each Selling
Stockholder of such event, and either (A) (1)&nbsp;prepare and file with the
Commission an amendment or supplement which will correct any such
statement or omission or effect any such compliance and (2)&nbsp;at its own
expense, supply any supplemented Prospectus to the Underwriter in such
quantities as the Underwriter may reasonably request.
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 9%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v) To endeavor to qualify the Shares for offer and sale under the
securities or Blue Sky laws of such jurisdictions as the Underwriter shall
reasonably request; <I>provided</I>, that in no event shall the Company be
obligated to qualify to do business in any jurisdiction where it is not now
so qualified or to take any action that would subject it to material
taxation or service of process in suits, other than those arising out of the
offering or sale of the Shares, in any jurisdiction where it is not now so
subject.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 9%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(vi) To make generally available to the Company&#146;s security holders and
to the Underwriter as soon as practicable an earnings statement covering a
period of at least twelve months beginning with the first fiscal quarter of
the Company occurring after the date of this Agreement a which shall satisfy
the provisions of Section 11(a) of the Securities Act and the rules and
regulations of the Commission thereunder.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 9%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(vii) Whether or not the transactions contemplated in this Agreement
are consummated or this Agreement is terminated, to pay or cause to be paid
all expenses incident to the performance of its obligations under this
Agreement, including: (i)&nbsp;the fees, disbursements and expenses of the
Company&#146;s counsel and the Company&#146;s accountants in connection with the
registration and delivery of the Shares under the Securities Act and all
other fees or expenses in connection with the preparation and filing of the
Registration Statement, the preliminary prospectus, if any, the Time of Sale
Prospectus, the Prospectus, any free writing prospectus prepared by or on
behalf of, used by, or referred to by the Company and amendments and
supplements to any of the foregoing, including all printing costs associated
therewith, and the mailing and delivering of copies thereof to the
Underwriter, Selling Stockholders and dealers, if any, in the quantities
hereinabove specified, (ii)&nbsp;all costs and expenses related to the transfer
and delivery of the Shares to the Underwriter, including any transfer or
other taxes payable thereon, (iii)&nbsp;the cost of printing or producing any
Blue Sky memorandum in connection with the offer and sale of the Shares
under state securities laws and all expenses in connection with the
qualification of the Shares for offer and sale under state securities laws
as provided in Section 6(e) hereof, including filing fees and the reasonable
fees and disbursements of counsel for the Underwriter in connection with
such qualification and in connection with the Blue Sky memorandum, which
shall not exceed $25,000, (iv)&nbsp;all filing fees and the reasonable fees and
disbursements of counsel to the Underwriter incurred in connection with the
review and qualification of the offering of the Shares by the National
Association of Securities Dealers, Inc., (v)&nbsp;the cost of printing
certificates representing the Shares, (vi)&nbsp;the costs and charges of any
transfer agent, registrar or depositary, and (vii)&nbsp;all other costs and
expenses incident to the performance of the obligations of the Company
hereunder for which provision is not otherwise made in this Section. It is
understood,
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 9%">however, that except as provided in this Section, Section&nbsp;8 entitled
&#147;Indemnity and Contribution,&#148; and the last paragraph of Section&nbsp;9 below, the
Underwriter will pay all of its costs and expenses, including fees and
disbursements of its counsel and any advertising expenses connected with any
offers it may make.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 9%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(viii) To afford the Underwriter and any affiliates of the Underwriter
on reasonable notice, a reasonable opportunity to conduct a due diligence
investigation with respect to the Company customary in scope for
transactions pursuant to which the Underwriter or any affiliates of the
Underwriter acts as an underwriter of equity securities (including, without
limitation, the availability of the chief financial officer and general
counsel to respond to questions regarding the business and financial
condition of the Company and the right to have made available to them for
inspection such records and other information as they may reasonably
request).
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 9%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ix) Not to consider the Underwriter to be an &#147;interested person&#148;
within the meaning of Section&nbsp;203 of the General Corporation Law of the
State of Delaware as a result of the transactions contemplated by this
Agreement.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) In consideration of the agreements of the Underwriter herein contained, each
Selling Stockholder covenants with the Underwriter as follows:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 9%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) To deliver to the Underwriter prior to the Closing Date, a properly
completed and executed United States Treasury Department Form W-8 (if the
Selling Stockholder is a non-United States Person) or Form W-9 (if the
Selling Stockholder is a United States Person), which in each case may be
replaced by any other applicable form or statement specified by Treasury
Department regulations in lieu thereof;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 9%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) To notify promptly the Company and the Underwriter if, at any time
prior to the date on which the distribution of the Shares as contemplated
herein and in the Prospectus has been completed, as determined by the
Underwriter, of any changes in any of the information referred to in Section
2(a)(v) included in the Registration Statement or the Prospectus relating to
such Selling Stockholder;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 9%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) To do and perform all things to be done and performed under this
Agreement prior to the Closing Date, and to satisfy all conditions precedent
to the delivery of the Shares pursuant to this Agreement;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 9%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv) To pay or to cause to be paid all transfer taxes, stamp duties and
other similar taxes with respect to the Shares, if any, to be sold by such
Selling Stockholder; and
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 9%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v) Such Selling Stockholder has not, prior to the execution of this
Agreement, distributed any &#147;prospectus&#148; (within the meaning of the
Securities Act) or offering material in connection with the offering or sale
of the Shares other than the Registration Statement and the then most recent
Preliminary Prospectus, and will not, at any time on or after the execution
of this Agreement, distribute any &#147;prospectus&#148; (within the meaning of the
Securities Act) of offering material in connection with the offering or sale
of the Shares other than the Registration Statement and the then most recent
Prospectus.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.&nbsp;<I>Covenants of the Underwriter</I>. The Underwriter hereby represents and agrees that:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) It has not made, and will not make any offer relating to the Shares that would
constitute a free writing prospectus, without the prior consent of the Company, which
consent shall not be unreasonably withheld.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) Any free writing prospectus used or referred to by it will not be subject to broad
unrestricted dissemination and will not be required to be filed with the Commission, in
accordance with Rule&nbsp;433 under the Securities Act, as a result of any action taken or caused
to be taken by it, without the prior written consent of the Company, which consent shall not
be unreasonably withheld.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) Any free writing prospectus used or referred to by it, except any &#147;issuer free
writing prospectus&#148; as defined in Rule&nbsp;433 under the Securities Act, as to which it makes no
representation or warranty, complied in all material respects with the Securities Act.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) The Underwriter has not and will not sell Shares equal to more than 3% of the
outstanding Common Shares to any one buyer or any group of buyer acting together unless the
Underwriter has taken reasonable steps to determine that such buyer will not own more than
5% of the outstanding Common Shares immediately after such sale.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;8.&nbsp;<I>Indemnity and Contribution.</I>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) The Company agrees to indemnify and hold harmless the Underwriter, each Selling
Stockholder, and each person, if any, who controls the Underwriter or any Selling
Stockholder within the meaning of either Section&nbsp;15 of the Securities Act or Section&nbsp;20 of
the Exchange Act, and each affiliate of the Underwriter or any Selling Stockholder within
the meaning of Rule&nbsp;405 under the Securities Act (provided that the Company&#146;s
indemnification obligation shall not extend to any free writing prospectus required to be
filed by the Company due to the Underwriter&#146;s breach of the covenants set forth in Section
8), from and against any and all losses, claims, damages and liabilities (including, without
limitation, any legal or other expenses reasonably incurred in connection with defending or
investigating any such action or claim) caused by any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement or any amendment
thereof, the preliminary prospectus, if any, the
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">Time of Sale Prospectus, any free writing prospectus or any &#147;issuer information&#148; that
the Company has filed, or is required to file, pursuant to Rule 433(d) of the Securities
Act, or the Prospectus or any amendment or supplement thereto (if the Company furnished any
amendments or supplements thereto), or caused by any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the statements
therein, (i)&nbsp;with respect to the Registration Statement or any amendment thereof, not
misleading, and (ii)&nbsp;with respect to any preliminary prospectus, the Time of Sale
Prospectus, any free writing prospectus that the Company has filed, or is required to file,
pursuant to Rule 433(d) under the Securities Act, or the Prospectus or any amendment or
supplement thereto (if the Company furnished any amendments or supplements thereto), not
misleading in the light of the circumstances under which they were made, except in each case
insofar as such losses, claims, damages or liabilities are caused by any such untrue
statement or omission or alleged untrue statement or omission based upon information
relating to the Underwriter or any Selling Stockholder furnished to the Company in writing
by such Underwriter or such Selling Stockholder expressly for use therein, which in the case
of each Selling Stockholder shall be only the information referred to in Section&nbsp;2(a)(v).
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) The Underwriter agrees to indemnify and hold harmless the Company, each Selling
Stockholder, the directors of the Company and each Selling Stockholder, the officers of the
Company who sign the Registration Statement and each person, if any, who controls the
Company or any Selling Stockholder within the meaning of either Section&nbsp;15 of the Securities
Act or Section&nbsp;20 of the Exchange Act to the same extent as the foregoing indemnity from the
Company to the Underwriter and the Selling Stockholders, but only with reference to
information relating to the Underwriter furnished to the Company in writing by the
Underwriter expressly for use in the Registration Statement, any preliminary prospectus, the
Time of Sale Prospectus, any other free writing prospectus that the Company has filed or is
required to file pursuant to Rule 433(d) of the Securities Act, or the Prospectus or any
amendment or supplement thereto.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) Each Selling Stockholder, severally and not jointly, agrees to indemnify and hold
harmless the Company, the Underwriter, each other Selling Stockholder, the directors of the
Company, the Underwriter and each other Selling Stockholder, the officers of the Company who
sign the Registration Statement and each person, if any, who controls the Company, the
Underwriter or any other Selling Stockholder within the meaning of either Section&nbsp;15 of the
Securities Act or Section&nbsp;20 of the Exchange Act to the same extent as the indemnity in
subsection (a)&nbsp;above from the Company to the Underwriter and the Selling Stockholders, but
only with reference to information relating to such Selling Stockholder furnished to the
Company in writing by such Selling Stockholder expressly for use in the Registration
Statement, any preliminary prospectus, the Time of Sale Prospectus, any other free writing
prospectus that the Company has filed or is required to file pursuant to Rule 433(d) of the
Securities Act, or the Prospectus or any amendment or supplement thereto, which, in the case
of each Selling Stockholder shall be only the information referred to in Section&nbsp;2(a)(v).
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) In case any proceeding (including any governmental investigation) shall be
instituted involving any person in respect of which indemnity may be sought pursuant
</DIV>

<P align="center" style="font-size: 10pt">15
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">to Section&nbsp;8(a), 8(b) or 8(c), such person (the &#147;<B>indemnified party</B>&#148;) shall promptly
notify the person against whom such indemnity may be sought (the &#147;<B>indemnifying party</B>&#148;) in
writing and the indemnifying party, upon request of the indemnified party, shall retain
counsel chosen by the indemnifying party and reasonably satisfactory to the indemnified
party to represent the indemnified party and any others entitled to indemnification pursuant
to this Section&nbsp;8 the indemnifying party may designate in such proceeding and shall pay the
reasonably incurred fees and expenses of such counsel related to such proceeding as
incurred. In any such proceeding, any indemnified party shall have the right to retain its
own counsel, but the reasonably incurred fees and expenses of such counsel shall be at the
expense of such indemnified party unless 1) the indemnifying party and the indemnified party
shall have mutually agreed to the retention of such counsel or 2) the named parties to any
such proceeding (including any impleaded parties) include both the indemnifying party and
the indemnified party and representation of both parties by the same counsel would be
inappropriate due to actual or potential differing interests between them. It is understood
and agreed that the indemnifying party shall not, in connection with any proceeding or
related proceedings in the same jurisdiction, be liable for the reasonably incurred fees and
expenses of more than one separate firm (in addition to any local counsel) for all such
indemnified parties and that all such reasonably incurred fees and expenses shall be
reimbursed as they are incurred. Such firm shall be designated in writing by the
Underwriter, in the case of parties indemnified pursuant to Section&nbsp;8(a), by the Company, in
the case of parties indemnified pursuant to Section&nbsp;8(b), and by the applicable Selling
Stockholder, in the case of parties indemnified pursuant to Section&nbsp;8(c). The indemnifying
party shall not be liable for any settlement of any proceeding effected without its written
consent, but if settled with such consent or if there be a final judgment for the plaintiff,
the indemnifying party agrees to indemnify the indemnified party from and against any loss
or liability by reason of such settlement or judgment. No indemnifying party shall, without
the prior written consent of the indemnified party, effect any settlement of any pending or
threatened proceeding in respect of which any indemnified party is or could have been a
party and indemnity could have been sought hereunder by such indemnified party, unless such
settlement (i)&nbsp;includes an unconditional release of such indemnified party from all
liability on claims that are the subject matter of such proceeding and (ii)&nbsp;does not include
a statement as to or an admission of fault, culpability or a failure to act, by or on behalf
of any indemnified party.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e) To the extent the indemnification provided for in Section&nbsp;8(a), 8(b) or 8(c) is
unavailable to an indemnified party or insufficient in respect of any losses, claims,
damages or liabilities referred to therein, then each indemnifying party under such
paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute to
the amount paid or payable by such indemnified party as a result of such losses, claims,
damages or liabilities (i)&nbsp;in such proportion as is appropriate to reflect the relative
benefits received by the indemnifying party or parties on the one hand and the indemnified
party or parties on the other hand from the offering of the Shares or (ii)&nbsp;if the allocation
provided by clause 8(e)(i) above is not permitted by applicable law, in such proportion as
is appropriate to reflect not only the relative benefits referred to in clause 8(e)(i) above
but also the relative fault of the indemnifying party or parties on the one hand and of the
indemnified party or parties on the other hand in connection with the
</DIV>

<P align="center" style="font-size: 10pt">16
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">statements or omissions that resulted in such losses, claims, damages or liabilities,
as well as any other relevant equitable considerations. The relative benefits received by
the Company and the Selling Stockholders on the one hand and the Underwriter, on the other
hand, in connection with the offering of the Shares sold by the Selling Stockholders to the
Underwriter hereunder shall be deemed to be in the same respective proportions as the net
proceeds from the offering of such Shares (before deducting expenses) received by the
Selling Stockholders from the Underwriter, on the one hand, and the product of (i)&nbsp;the
difference between the closing price of the Common Shares on the New York Stock Exchange on
the date hereof and the price per share paid by the Underwriter and (ii)&nbsp;the number of
Shares sold by the Selling Stockholders to the Underwriter hereunder, bear to the aggregate
public offering price of the Shares. The relative fault of the Company on the one hand and
the Underwriter and the Selling Stockholders, as applicable, on the other hand shall be
determined by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company or by the Underwriter or the Selling
Shareholders, as applicable, and the parties&#146; relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f) The Company, the Underwriter and each of the Selling Stockholders, agree that it
would not be just or equitable if contribution pursuant to this Section&nbsp;8 were determined by
<I>pro rata </I>allocation or by any other method of allocation that does not take account of the
equitable considerations referred to in Section&nbsp;8(e). The amount paid or payable by an
indemnified party as a result of the losses, claims, damages and liabilities referred to in
Section 8(e) shall be deemed to include, subject to the limitations set forth above, any
legal or other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the provisions of this
Section&nbsp;8, neither the Underwriter nor any of the Selling Stockholders shall be required to
contribute any amount in excess of the amount by which the total price at which the Shares
underwritten and distributed to the public were offered to the public exceeds the amount of
any damages that the Underwriter or Selling Stockholders have otherwise been required to pay
by reason of such untrue or alleged untrue statement or omission or alleged omission. No
person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. The remedies provided for in this Section&nbsp;8 are not exclusive
and shall not limit any rights or remedies which may otherwise be available to any
indemnified party at law or in equity.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g) The indemnity and contribution provisions contained in this Section&nbsp;8 and the
representations, warranties and other statements of the Company contained in this Agreement
shall remain operative and in full force and effect regardless of (i)&nbsp;any termination of
this Agreement, (ii)&nbsp;any investigation made by or on behalf of the Underwriter or any person
controlling the Underwriter or any affiliate of the Underwriter or by or on behalf of the
Company, the officers or directors of the Company or any person controlling the Company,
(iii)&nbsp;any investigation made by or on behalf of a Selling Stockholder or any person
controlling a Selling Stockholder or any affiliate of a Selling Stockholder or by or on
behalf of the Company, the officers or directors of the Company
</DIV>

<P align="center" style="font-size: 10pt">17
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">or any person controlling the Company and (iv)&nbsp;acceptance of and payment for any of the
Shares.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.&nbsp;<I>Termination</I>. The Underwriter may terminate this Agreement at any time by notice to the
Company and each Selling Stockholder if after the execution and delivery of this Agreement and
prior to any Sale Date (i)&nbsp;trading generally shall have been suspended or materially limited on, or
by, as the case may be, any of the New York Stock Exchange, the American Stock Exchange or the
Nasdaq National Market, (ii)&nbsp;trading of any securities of the Company shall have been suspended on
any exchange or in any over-the-counter market, (iii)&nbsp;a material disruption in the securities
settlement, payment or clearance services in the United States shall have occurred, (iv)&nbsp;any
moratorium on commercial banking activities shall have been declared by Federal or New York State
authorities or (v)&nbsp;there shall have occurred any outbreak or escalation of hostilities, or any
change in financial markets or any calamity or crisis that, in the Underwriter&#146;s judgment, is
material and adverse and which, singly or together with any other event specified in this clause
(v), makes it, in the Underwriter&#146;s judgment, impracticable or inadvisable to proceed with the
offer, sale or delivery of the Shares on the terms and in the manner contemplated in the Time of
Sale Prospectus and the Prospectus. The Underwriter shall not be obligated to close the purchase
and sale of any shares pursuant to this Agreement on any date on which this Agreement is terminated
pursuant to this Section&nbsp;9.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Underwriter may terminate this Agreement for any failure or refusal on the part of the
Company or any Selling Shareholder to comply with the terms or to fulfill any of the conditions of
this Agreement. If this Agreement shall be terminated by the Underwriter because of any failure or
refusal on the part of the Company or any Selling Shareholder to comply with the terms or to
fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable
to perform its obligations under this Agreement, the Company will reimburse the Underwriter for all
out-of-pocket expenses (including the fees and disbursements of their counsel, but without
duplication of any reimbursement obligation pursuant to any other agreement) reasonably incurred by
the Underwriter in connection with this Agreement or the offering contemplated hereunder.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.&nbsp;<I>Selling Stockholder Default</I>.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) If any Selling Shareholder shall default in its or their obligation to sell and
deliver any Shares hereunder, then the Underwriter may, by notice to the Company, terminate
this Agreement without any liability on the part of any non-defaulting party except that the
provisions of Sections&nbsp;1, 2, 7, 8, 11 and 16 hereof shall remain in full force and effect.
No action taken pursuant to this Section&nbsp;10 shall relieve any Selling Shareholder so
defaulting from liability, if any, in respect of such default.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) In the event that such default occurs and the Company and Underwriter agree to
proceed with the Offering, then the Underwriter may, or the Company shall have the right, in
each case by notice to the other, to postpone the Closing Date be, for a period not
exceeding five business days, in order to effect whatever changes may thereby be made
necessary in the Registration Statement or the Prospectus or in any other documents and
arrangements, and the Company agrees to file promptly any amendment or supplement to the
Registration Statement or the Prospectus which, in the opinion of
</DIV>


<P align="center" style="font-size: 10pt">18
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">





<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">Underwriter&#146;s Counsel, may thereby be made necessary or advisable; and in no event
shall the Company be obligated to increase the number of Shares it is required to sell
hereunder.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;11.&nbsp;<I>Effectiveness</I>. This Agreement shall become effective upon the execution and delivery
hereof by the parties hereto.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;12.&nbsp;<I>Successors and Assigns. </I>This Agreement shall be binding upon and inure solely to the
benefit of the parties hereto and their respective successors and assigns, and no other person
shall acquire or have any right under or by virtue of this Agreement. No purchaser of any of the
Shares from the Underwriter shall be deemed a successor or assign solely by reason of such
purchase.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;13.&nbsp;<I>Counterparts</I>. This Agreement may be signed in two or more counterparts, each of which
shall be an original, with the same effect as if the signatures thereto and hereto were upon the
same instrument.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;14.&nbsp;<I>Applicable Law; Submission to Jurisdiction; Appointment of Agent for Service</I>. This
Agreement shall be governed by and construed in accordance with the laws of the State of New York.
This Agreement, together with any contemporaneous written agreements and any prior written
agreements (to the extent not superseded by this Agreement) that relate to the offering of the
Shares, represents the entire agreement between the Company and the Underwriter with respect to the
preparation of any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the conduct
of the offering, and the purchase and sale of the Shares.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;15.&nbsp;<I>Headings</I>. The headings of the sections of this Agreement have been inserted for
convenience of reference only and shall not be deemed a part of this Agreement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;16.&nbsp;<I>No Fiduciary Duty</I>. The Company acknowledges and agrees that in connection with this
offering, sale of the Shares or any other services the Underwriter may be deemed to be providing
hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties
or any oral representations or assurances previously or subsequently made by the Underwriter: (i)
no fiduciary or agency relationship between the Company and any other person, on the one hand, and
the Underwriter, on the other, exists; (ii)&nbsp;the Underwriter is not acting as advisor, expert or
otherwise, to the Company, and such relationship between the Company on the one hand, and the
Underwriter, on the other, is entirely and solely commercial, based on arms-length negotiations;
(iii)&nbsp;any duties and obligations that the Underwriter may have to the Company shall be limited to
those duties and obligations specifically stated herein; and (iv)&nbsp;the Underwriter and its
affiliates may have interests that differ from those of the Company. The Company hereby waives any
claims that the Company may have against the Underwriter with respect to any breach of fiduciary
duty in connection with the sale of the Shares.
</DIV>

<P align="center" style="font-size: 10pt">19
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;17.&nbsp;<I>Notices</I>. All communications hereunder shall be in writing and effective only upon receipt
and shall be delivered, mailed or sent, if to the Underwriter at 1585 Broadway, New York, New York
10036, Attention: Todd Singer, if to the Selling Stockholders at the applicable address set forth
on Schedule&nbsp;I hereto, and if the Company to NRG Energy, Inc., 211 Carnegie Center, Princeton, New
Jersey 08540-6213, Attention: General Counsel.
</DIV>

<P align="center" style="font-size: 10pt">20
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left">NRG Energy, Inc.<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>

<TD colspan="2" style="border-bottom: 1px solid #000000" align="left">/s/
Robert C. Flexon</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top">Name:&nbsp;&nbsp;</TD>
    <TD align="left">Robert C. Flexon</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top">Title:&nbsp;&nbsp;</TD>
    <TD align="left">Executive Vice President and<BR>
Chief Financial Officer</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
</TABLE>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>&#091;Underwriting Agreement Signature Page&#093;</B>
</DIV>



<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">




<DIV align="left" style="font-size: 10pt; margin-top: 12pt">Accepted as of the date hereof:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">MORGAN STANLEY &#038; CO.<BR>&nbsp;&nbsp; INCORPORATED

</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="20%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="30%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">By:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">/s/ Todd J. Singer</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Name:&nbsp;Todd J. Singer
</TD>
    <TD align="left" colspan="2">&nbsp;</TD>

</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Title: &nbsp;&nbsp;Executive Director</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>&#091;Underwriting Agreement Signature Page&#093;</B>
</DIV>


<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="48%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="36%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="10%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">KKR PARTNERS III, L.P. (SERIES I)</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">By: KKR Millennium GP (Energy) LLC, a General Partner</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">By:</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">/s/ Henry R. Kravis</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Member &#151; Henry R. Kravis</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">KKR MILLENNIUM FUND (ENERGY)&nbsp;L.P.</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">By: KKR Associates Millennium (Energy) L.P., its General Partner</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">By: KKR Millennium GP (Energy) LLC, its General Partner</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">By:</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">/s/ Henry R. Kravis</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Member &#151; Henry R. Kravis</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>Schedule&nbsp;I</B>
</DIV>


<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>Selling Stockholders</B>

</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="54%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="41%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000">Name</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left" style="border-bottom: 1px solid #000000">Number of Shares to be Sold</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">KKR Millennium Fund (Energy) L.P.
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;4,099,941</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">KKR Partners III L.P. (Series&nbsp;I)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;&nbsp;&nbsp; 215,786</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><U>Applicable Mailing Address</U></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Kohlberg Kravis Roberts &#038; Co.
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">9 West 57th Street, Suite&nbsp;4200</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">New York, NY 10019</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">(212) 750-8300</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>Schedule&nbsp;II</B>
</DIV>


<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>Free Writing Prospectus</B>

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt">Free Writing Prospectus dated August&nbsp;23, 2006
</DIV>



<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">




<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>Schedule&nbsp;III</B>
</DIV>


<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>Other Information</B>

</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The price per share in each trade executed pursuant to the Registration Statement and Underwriting
Agreement.
</DIV>



<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">




<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>EXHIBIT A-1</B>
</DIV>


<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>FORM OF OPINION OF KIRKLAND &#038; ELLIS LLP<BR>
TO BE DELIVERED PURSUANT<BR>
TO SECTION 5(C)</B>

</DIV>

<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>(See Attached)</B>

</DIV>


<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">




<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>EXHIBIT A-2</B>
</DIV>


<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>FORM OF OPINION OF TIM O&#146;BRIEN, GENERAL COUNSEL<BR>
TO BE DELIVERED PURSUANT<BR>
TO SECTION 5(C)</B>

</DIV>

<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>(See Attached)</B>

</DIV>

<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>EXHIBIT A-3</B>
</DIV>


<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>FORM OF OPINION OF SIMPSON THACHER &#038; BARTLETT LLP<BR>
TO BE DELIVERED PURSUANT<BR>
TO SECTION 5(E)</B>

</DIV>

<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>(See Attached)</B>

</DIV>


<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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