1

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q

X   Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
---  Act of 1934

---  Transition report pursuant to Section 13 or 15(d) of the Securities 
Exchange Act of 1934

For the Quarter Ended:  JUNE 30, 2001      Commission File Number: 001-15891

NRG ENERGY, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)

Delaware                                                41-1724239
-------------------------------                             -------------------
(State or other jurisdiction of                              (I.R.S. Employer 
incorporation or organization)                              Identification No.)

901 Marquette Avenue, Suite 2300
Minneapolis, Minnesota                                     55402
----------------------------------------                         ----------
(Address of principal executive offices)                         (Zip Code)

Registrant's telephone number, including area code:           (612) 373-5300

--------------------------------------------------------------------------------
Former name, former address and former fiscal year, if changed since last
report

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes  X       No 
-----        -----

Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.

Class                           Outstanding at August 6, 2001
------------------------------------          -----------------------------
Class A - Common Stock, $.01 par value             147,604,500 Shares
Common Stock, $.01 par value                        50,928,910 Shares

================================================================================

2

INDEX
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PAGE NO.
--------

PART I - FINANCIAL INFORMATION

Item 1.   Consolidated Financial Statements and Notes

Consolidated Statement of Income                                    1

Consolidated Balance Sheet                                        2-3

Consolidated Statement of Stockholders' Equity                      4

Consolidated Statement of Cash Flows                                5

Notes to Financial Statements                                    6-17

Item 2.   Management's Discussion and Analysis of Financial
Condition and Results of Operations                             18-24

Item 3.   Quantitative and Qualitative Disclosures about Market Risk         24

PART II - OTHER INFORMATION

Item 1.   Legal Proceedings                                                  25

Item 3.   Defaults upon Senior Securities                                    26

Item 4.   Submission of Matters to a Vote of Security Holders                26

Item 6.   Exhibits, Financial Statement Schedules, and Reports               27
on Form 8-K

Cautionary Statement Regarding Forward Looking Information                   28

SIGNATURES                                                                   30

3

PART I - FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS AND NOTES

CONSOLIDATED STATEMENT OF INCOME
NRG ENERGY, INC. AND SUBSIDIARIES
(UNAUDITED)

THREE MONTHS ENDED         SIX MONTHS ENDED
JUNE 30,                  JUNE 30,
-----------------------   --------------------
(In thousands, except per share amounts)                 2001         2000        2001        2000
----------------------------------------             -----------------------------------------------

OPERATING REVENUES AND EQUITY EARNINGS
Revenues from majority-owned operations        $  661,302   $  473,836  $1,285,564   $ 806,507
Equity in earnings of unconsolidated                                       
affiliates                                     61,598       48,173      80,502      38,529
-----------------------------------------------
Total operating revenues and equity 
earnings                                 722,900      522,009   1,366,066     845,036
-----------------------------------------------
OPERATING COSTS AND EXPENSES
Cost of majority-owned operations                 479,282      305,908     903,141     520,831
Depreciation and amortization                      45,600       30,865      83,692      50,852
General, administrative and development            44,655       31,108      98,846      56,288
-----------------------------------------------
Total operating costs and expenses          569,537      367,881   1,085,679     627,971
-----------------------------------------------
OPERATING INCOME                                        153,363      154,128     280,387     217,065
-----------------------------------------------
OTHER INCOME (EXPENSE)
Minority interest in earnings of consolidated 
subsidiaries                                    (2,599)      (2,283)     (4,658)     (4,081)
Other income, net                                  11,863           34      13,945       1,565
Interest expense                                 (105,767)     (81,858)   (192,759)   (134,175)
-----------------------------------------------
Total other expense                         (96,503)     (84,107)   (183,472)   (136,691)
-----------------------------------------------
INCOME BEFORE INCOME TAXES                               56,860       70,021      96,915      80,374

INCOME TAX EXPENSE                                        7,746       26,440      12,623      28,047
-----------------------------------------------
NET INCOME                                           $   49,114   $   43,581  $   84,292   $  52,327
===============================================

WEIGHTED AVERAGE NUMBER OF COMMON SHARES                                     
OUTSTANDING - BASIC                                     198,515      155,529     191,261     151,567

EARNINGS PER WEIGHTED AVERAGE COMMON SHARE - BASIC   $     0.25   $     0.28  $     0.44    $   0.35

WEIGHTED AVERAGE NUMBER OF COMMON SHARES  
OUTSTANDING - DILUTED                                   200,277      156,191     193,994     151,898

EARNINGS PER WEIGHTED AVERAGE COMMON SHARE - DILUTED  $    0.25   $     0.28  $     0.43    $   0.34

See notes to consolidated financial statements.

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CONSOLIDATED BALANCE SHEET
NRG ENERGY, INC. AND SUBSIDIARIES

JUNE 30    DECEMBER 31,
(In thousands)                                                             2001         2000
--------------                                                        --------------------------
(Unaudited)
ASSETS
CURRENT ASSETS

Cash and cash equivalents                                       $  226,552  $     95,243
Restricted cash                                                    157,243        12,135
Accounts receivable-trade, less allowance
for doubtful accounts of $41,889 and $21,199                 375,251       360,075
Accounts receivable-affiliates                                     151,479            --
Inventory                                                          293,698       174,864
Current portion of notes receivable                                 25,533           267
Prepayments and other current assets                               106,422        30,074
------------------------
Total current assets                                       1,336,178       672,658
------------------------
PROPERTY, PLANT AND EQUIPMENT, AT ORIGINAL COST

In service                                                       5,885,812     4,106,653
Under construction                                               1,968,610       206,992
------------------------
Total property, plant and equipment                        7,854,422     4,313,645
Less accumulated depreciation                                     (343,361)     (271,977)
------------------------
Net property, plant and equipment                          7,511,061     4,041,668
------------------------
OTHER ASSETS

Equity investments in affiliates                                 1,007,704       973,261
Capitalized project costs                                           46,301        10,262
Notes receivable, less current portion                             726,136        76,745

Decommissioning fund investments                                     4,000         3,863
Intangible assets, net of accumulated amortization of $8,680
and $6,770                                                       63,340        61,352
Debt issuance costs, net of accumulated amortization of
$16,805 and $6,443                                              102,745        48,773
Other assets, net of accumulated amortization of $15,694 and
$12,809                                                         279,666        90,410
-------------------------
Total other assets                                         2,229,892     1,264,666
-------------------------
TOTAL ASSETS                                                         $11,077,131  $  5,978,992
=========================

See notes to consolidated financial statements.

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CONSOLIDATED BALANCE SHEET
NRG ENERGY, INC. AND SUBSIDIARIES

JUNE 30,     DECEMBER 31,
2001           2000
-----------------------------
(In thousands)                                                      (Unaudited)

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

Current portion of long-term debt                           $   402,861    $   146,469
Revolving line of credit                                        293,000          8,000
Revolving line of credit, non-recourse                           35,000             --
Corporate level, recourse debt                                  600,000             --
Accounts payable-trade                                          456,429        255,917
Accounts payable-affiliate                                           --          7,191
Accrued income taxes                                             53,208         43,870
Accrued property and sales taxes                                 17,345         10,531
Accrued salaries, benefits and related costs                     18,718         24,830
Accrued interest                                                 88,192         51,962
Other current liabilities                                        81,271         14,220
--------------------------
Total current liabilities                               2,046,024        562,990
--------------------------
OTHER LIABILITIES
Consolidated project-level, long term, non-recourse debt            3,699,884      2,146,953
Corporate level, long-term, recourse debt                           2,464,283      1,503,896
Deferred income taxes                                                 368,479         55,642
Postretirement and other benefit obligations                           74,962         83,098
Other long-term obligations and deferred income                       329,095        149,640
Minority Interest                                                      44,908         14,685
--------------------------
Total liabilities                                       9,027,635      4,516,904
--------------------------
STOCKHOLDERS' EQUITY
Class A - common stock; $.01 par value; 250,000 shares
authorized; 147,605 shares issued and outstanding            1,476          1,476
Common stock; $.01 par value; 550,000 shares authorized; 
50,928 shares at June 30, 2001 and 32,396 shares at 
December 31, 2000 issued and outstanding                       509            324
Additional paid-in capital                                    1,714,001      1,233,833
Retained earnings                                               454,437        370,145
Accumulated other comprehensive loss                           (120,927)      (143,690)
--------------------------
Total stockholders' equity                                    2,049,496      1,462,088

COMMITMENTS AND CONTINGENCIES
==========================
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                        $11,077,131    $ 5,978,992
==========================

See notes to consolidated financial statements.

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CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
NRG ENERGY, INC. AND SUBSIDIARIES
(UNAUDITED)

Class A                                            Accumulated
Common           Common      Additional               Other          Total
---------------  --------------   Paid-in   Retained  Comprehensive  Stockholders'
(In thousands)                        Stock    Shares  Stock   Shares   Capital   Earnings     Income         Equity
------------------------------------------------------------------------------------------------------------------------

BALANCES AT DECEMBER 31, 1999       $  1,476  147,605  $  --      --  $  780,438 $ 187,210   $ (75,470)   $  893,654
Net Income                                                                          52,327                    52,327
Foreign currency translation
adjustments                                                                                    (38,786)      (38,786)
----------
Comprehensive income                                                                                          13,541
Issuance of common stock, net                            324  32,396     453,395                             453,719
--------------------------------------------------------------------------------
BALANCES AT JUNE 30, 2000           $  1,476  147,605  $ 324  32,396  $1,233,833 $ 239,537   $(114,256)   $1,360,914
================================================================================

BALANCES AT DECEMBER 31, 2000       $  1,476  147,605  $ 324  32,396  $1,233,833 $ 370,145   $(143,690)   $1,462,088
Net Income                                                                          84,292                    84,292
Deferred net unrealized gains on
energy contracts                                                                                68,541        68,541
Foreign currency translation
adjustments                                                                                    (45,778)      (45,778)
----------
Comprehensive income *                                                                                       107,055
Issuance of common stock, net                            185  18,532     476,088                             476,273
Issuance of corporate units                                                4,080                               4,080
--------------------------------------------------------------------------------
BALANCES AT JUNE 30, 2001           $  1,476  147,605  $ 509  50,928  $1,714,001 $ 454,437   $(120,927)   $2,049,496
================================================================================

( * ) Comprehensive income for the three months ended  June 30, 2001
was $ 118,050.

See notes to consolidated financial statements.

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CONSOLIDATED STATEMENTS OF CASH FLOWS
NRG ENERGY, INC. AND SUBSIDIARIES
(UNAUDITED)

SIX MONTHS ENDED
JUNE 30,
------------------------
(In thousands)                                                            2001         2000
----------------------------------------------------------------------------------------------

CASH FLOWS FROM OPERATING ACTIVITIES
Net income                                                      $    84,292   $   52,327
Adjustments to reconcile net income to net cash (used in)
provided by operating activities
Undistributed equity in earnings of unconsolidated
affiliates                                                (65,767)     (24,021)
Depreciation and amortization                                  83,692       50,852
Deferred income taxes and investment tax credits               17,148       92,215
Minority interest                                                 300       (2,168)
Unrealized gains on energy contracts                            3,289           --
Investment write downs                                          2,274           --
Cash provided (used) by changes in certain working capital
items, net of acquisition effects
Accounts receivable-trade                                  28,457     (103,807)
Accounts receivable-affiliates                           (155,650)     (16,999)
Inventory                                                 (80,576)     (22,514)
Prepayments and other current assets                      (17,538)      (1,834)
Accounts payable-trade                                     (5,841)      72,471
Accounts payable-affiliates                               (17,576)          --
Accrued income taxes                                        8,295       16,657
Accrued property and sales taxes                            6,814        2,301
Accrued salaries, benefits and related costs              (14,247)      (1,438)
Accrued interest                                           36,230       35,666
Other current liabilities                                 (10,780)      (3,244)
Cash provided by changes in other assets and liabilities       10,311       72,040
----------------------------------------------------------------------------------------------
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES                       (86,873)     218,504
----------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Businesses and assets acquired, net of liabilities assumed       (1,873,891)  (1,723,158)
Proceeds from sale of investments                                     4,063           --
Investments in projects                                              36,416       (8,238)
Changes in notes receivable (net)                                    45,407       (1,908)
Capital expenditures                                               (917,512)    (149,600)
(Increase) in restricted cash                                      (145,108)      (3,620)
----------------------------------------------------------------------------------------------
NET CASH USED BY INVESTING ACTIVITIES                                  (2,850,625)  (1,886,524)
----------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of stock, net                                475,528      453,719
Proceeds from issuance of corporate units                             4,080           --
Proceeds from issuance of long-term debt and term loans           2,959,254    2,508,688
Net borrowings/(payments) under line of credit agreements           320,000     (174,000)
Principal payments on long-term debt                               (686,598)  (1,081,030)
----------------------------------------------------------------------------------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                               3,072,264    1,707,377
----------------------------------------------------------------------------------------------
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS               (3,457)          --
NET INCREASE IN CASH AND CASH EQUIVALENTS                                 131,309       39,357
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                           95,243       31,483
----------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                            $   226,552   $   70,840
==============================================================================================

See notes to consolidated financial statements.

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NRG ENERGY, INC.
NOTES TO FINANCIAL STATEMENTS

NRG Energy, Inc. (NRG Energy or the Company) is a leading global energy company
primarily engaged in the acquisition, development, ownership and operation of
power generation facilities and the sale of energy, capacity and related
products.

The accompanying unaudited consolidated financial statements have been prepared
in accordance with SEC regulations for interim financial information and with
the instructions to Form 10-Q. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. The accounting policies followed by NRG
Energy are set forth in Note 1 to the Company's financial statements in its
Annual Report on Form 10-K for the year ended December 31, 2000 (Form 10-K). The
following notes should be read in conjunction with such policies and other
disclosures in the Form 10-K. Interim results are not necessarily indicative of
results for a full year.

In the opinion of management, the accompanying unaudited interim financial
statements contain all material adjustments necessary to present fairly the
consolidated financial position of NRG Energy as of June 30, 2001 and December
31, 2000, the results of its operations for the three and six months ended June
30, 2001 and 2000, and its cash flows and stockholders' equity for the six
months ended June 30, 2001 and 2000.

1.  BUSINESS DEVELOPMENTS

During May 2001, NRG Energy purchased from Duke Energy North America LLC a
720 MW winter rated/640 MW summer rated simple-cycle plant. Operation of
this facility has been suspended due to problems with the plant's
transformers. The transformers are currently under repair. The transformers
are under warranty from the manufacturer.

In June 2001, NRG Energy closed on the construction financing for a 633 MW
gas-fired power plant in Fort Bend County, Texas that will be built,
operated and managed by NRG Energy. At the time of the closing, NRG Energy
also became 100% owner of the project by purchasing STEAG Power LLC's 50%
interest in the project. NRG Energy estimates that its investment will total
approximately $170 million. The project is expected to begin commercial
operation in February 2003.

In June 2001, NRG Energy purchased 1,081 MW of interests in power generation
plants from a subsidiary of Conectiv for approximately $644 million. NRG
Energy acquired a 100% interest in the 784 MW coal-fired Indian River
Generating Station located near Millsboro, Delaware and in the 170 MW
oil-fired Vienna Generating Station located in Vienna, Maryland. In
addition, NRG Energy acquired 64 MW of the 1,711 MW coal-fired Conemaugh
Generating Station located approximately 60 miles east of Pittsburgh,
Pennsylvania and 63 MW of the 1,711 MW coal-fired Keystone Generating
Station located approximately 50 miles east of Pittsburgh, Pennsylvania.

In June 2001, NRG Energy purchased a 389 MW gas-fired power plant and a 116
MW thermal power plant, both of which are located in Csepel Island in
Budapest, Hungary from PowerGen PLC. In April NRG Energy also purchased from
PowerGen its interest in Saale Energie GmbH and its 33.3% interest in MIBRAG
BV. By acquiring PowerGen's interest in Saale Energie, NRG Energy increased
its ownership interest in the 960 MW coal-fired Schkopau power station
located near Halle, Germany from 200 MW to 400 MW. By acquiring PowerGen's
interest in MIBRAG, an integrated energy business in eastern Germany
consisting primarily of two lignite mines and three power stations, NRG
Energy increased its ownership of MIBRAG from 33.3% to 66.7%; however,
MIBRAG purchased the shares NRG Energy acquired from PowerGen, which
resulted in The Washington Group International, Inc., MIBRAG's other
shareholder, and NRG Energy, each owning 50% of MIBRAG. NRG Energy paid a
total of approximately $190 million to PowerGen for all of these interests.

In June 2001, NRG Energy acquired Vattenfall's interests in three South
American projects, Compania Boliviana de Energia Electrica S.A. - Bolivian
Power Company Ltd. (COBEE) and Compania Electrica Central Bulo Bulo S.A.,
both in Bolivia and Itiquira Energetica S.A. in Brazil. In addition, NRG
Energy has acquired the ownership interest of Inepar Energia S.A. (Inepar)
in the Itiquira project. NRG Energy had been a 50% partner with Vattenfall
in COBEE, Bulo Bulo and Itiquira. NRG Energy now owns 98.9% of COBEE, 60%
of Bulo Bulo and 99% of the common shares of Itiquira. Pan American Energy
LLC, a joint venture between BP-Amoco and Bridas Corporation 

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an Argentine company owns the remaining 40% of Bulo Bulo. COBEE, with 220 MW
of predominantly hydroelectric generation is the second largest electric
generator in Bolivia. Bulo Bulo is an 88 MW natural gas-fired facility in
Bolivia, and Itiquira is a 156 MW hydroelectric project in the advanced
stage of construction in Brazil. Full commercial operation of Itiquira is
expected in March 2002.

In June 2001, NRG Energy completed an approximately 240 MW expansion project
at the site of its Big Cajun I facility in New Roads, Louisiana. The
expansion project cost approximately $69 million.

In July 2001, NRG Energy announced that it acquired approximately 60% of
Hsin Yu Energy Development Company Ltd, a Taiwan company that owns and
develops power generation facilities. Hsin Yu currently owns a 170 MW
combined cycle gas turbine cogeneration facility, Hsinchu Phase 1, located
near Taipei. Hsin Yu is developing a 245 MW expansion of the Hsinchu
facility and a new 490 MW greenfield project at the Tainan Science - based
Industrial Park in southern Taiwan.

2.  SUMMARIZED INCOME STATEMENT INFORMATION OF AFFILIATES

NRG Energy has investments in four companies that are considered significant
subsidiaries, as defined by applicable SEC regulations, and accounts for
those investments using the equity method. The following summarizes the
income statements of these unconsolidated entities:

THREE MONTHS ENDED      SIX MONTHS ENDED
JUNE 30,               JUNE 30,
---------------------- ----------------------
(In thousands)                               2001       2000        2001       2000
----------- ---------- ----------- ----------

Net sales                                 $  498,694  $302,500   $1,170,407  $ 488,271
Other income                                   2,591     6,529        4,711      7,225
Costs and expenses:
Cost of sales                             326,566   188,123      937,161    357,644
Interest expense                           15,921     6,858       27,654     13,328
General and administrative                 30,642     9,128       30,379     15,140
Other                                      (5,277)   (1,496)       3,857     (1,301)
--------------------------------------------
Total costs and expenses                       367,852   202,613      999,051    384,811
--------------------------------------------
Income before income taxes                   133,433   106,416      176,067    110,685
Income taxes                                   2,427     5,599        5,069     11,400
--------------------------------------------
Net income                                $  131,006  $100,817   $  170,998  $  99,285
============================================
Company's share of net income             $   64,623  $ 49,188   $   82,744  $  46,317
============================================

3.  SHORT TERM DEBT

NRG Energy has a $500 million revolving credit facility under a commitment
fee arrangement that matures in March 2002. This facility provides
short-term financing in the form of bank loans. At June 30, 2001, the
Company had $293 million outstanding under this facility. At June 30, 2001,
the weighted average interest rate of such outstanding advances was 5.43%
per year.

As of June 30, 2001, NRG Energy, through its wholly owned subsidiary, NRG
South Central Generating LLC, had outstanding approximately $35 million
under a project level, non-recourse revolving credit agreement which matures
in March 2002. At June 30, 2001, the weighted average interest rate of such
outstanding advances was 5.65% per year. The maximum available under this
facility is $40 million.

In June 2001, NRG Energy entered into a $600 million term loan facility. The
facility is unsecured and provides for borrowings of base rate loans and
Eurocurrency loans. The facility terminates on June 21, 2002. The facility
contains covenants that restricts NRG Energy's incurrence of liens and
requires NRG Energy to maintain a net worth of at least $1.5 billion plus
25% of its net income from July 1, 2001 through the date of any
determination thereof. In addition, the facility requires the maintenance of
a debt to capitalization ratio of not more then 0.68 to 1.0 for any quarter
or not more than 0.72 to 1.0 for any consecutive two months in any six-month
period. An event of default under NRG Energy's existing corporate level
revolving credit agreement is also an event of default under 

7

10

this facility. As of June 30, 2001, the aggregate amount outstanding under 
this facility was $600 million. At June 30, 2001 the weighted average 
interest rate of such outstanding advances was 4.97%.

4.  LONG TERM DEBT AND CAPITAL LEASE OBLIGATIONS

On April 2, 2001, NRG Energy completed the sale of $690 million of unsecured
senior notes. The senior notes were issued in two tranches, the first
tranche of $350 million of 7.75% senior notes is due April 2011 and the
second tranche of $340 million of 8.625% senior notes is due April 1, 2031.
NRG Energy received approximately $683.3 million in net proceeds from the
issuance of these notes. The net proceeds were primarily used to repay
short-term borrowings, other general corporate purposes and to provide
capital for planned acquisitions. Interest payments are due semi-annually,
April 1 and October 1, beginning on October 1, 2001.

In May 2001, NRG Energy's wholly-owned subsidiary, NRG Finance Company I
LLC, entered into a $2 billion revolving credit facility. The facility will
be used to finance the acquisition, development and construction of power
generating plants located in the United States and to finance the
acquisition of turbines for such facilities. The facility provides for
borrowings of base rate loans and Eurocurrency loans and is secured by
mortgages and security agreements in respect of the assets of the projects
financed under the facility, pledges of the equity interests in the
subsidiaries or affiliates of the borrower that own such projects, and by
guaranties from each such subsidiary or affiliate. Provided that certain
conditions are met that assure the lenders that sufficient security remains
for the remaining outstanding loans, the borrower may repay loans relating
to one project and have the liens relating to that project released. Loans
that have been repaid may be reborrowed, as permitted by the terms of the
facility. The facility terminates on May 8, 2009. The facility is
non-recourse to NRG Energy other that its obligation to contribute equity at
certain times in respect of projects and turbines financed under the
facility. As of June 30, 2001, the aggregate amount outstanding under this
facility was $104 million. At June 30, 2001, the weighted average interest
rate of such outstanding advances was 6.91%.

On June 22, 2001, NRG Midatlantic Generating LLC (Midatlantic), a wholly
owned subsidiary of NRG Energy, borrowed approximately $414.9 million under
a five year term loan agreement (Agreement) to finance, in part, the
acquisition of certain generating facilities from Conectiv. The Agreement
terminates in November 2005 and provides for a total credit facility of $580
million. Interest is payable quarterly. The debt is guaranteed by
Midatlantic and its wholly owned subsidiaries. The Agreement provides for a
variable interest rate at either:

o    The higher of the Prime rate or the Federal Funds rate plus 0.50%, or

o    The London Interbank Offered Rate (LIBOR) of interest.

As of June 30, 2001, the weighted average interest rate for amounts
outstanding under the Agreement was 5.094%.

Midatlantic is obligated to pay a commitment fee of 0.25% of the unused
portion of the credit facility.

The Agreement requires Midatlantic to comply with certain covenants
concerning limitations on additional borrowings, sales of assets, capital
expenditures, and payment of dividends or other distributions to
shareholders.

In June 2001, in connection with NRG Energy's acquisition of the Csepel
facilities, NRG Energy assumed a non-recourse credit facility agreement that
provides for borrowings of approximately $78.5 million and DEM 203.6
million. As of June 30, 2001, there exists an outstanding balance of
approximately $166.2 million under this credit facility. The facility
terminates in 2017 with principle payments due quarterly in varying amounts
throughout the term of the agreement. Interest is payable quarterly at a
variable rate.

In connection with NRG Energy's acquisition of the COBEE facilities, NRG
Energy recorded on its balance sheet approximately $56.3 million of
non-recourse long-term debt that is due in 18 semi-annual installments of
varying amounts beginning January 31, 1999 and ending July 31, 2007. The
loan agreement provides an A Loan of up to $30 million and a B Loan of up to
$45 million. Interest is payable semi-annual in arrears at a rate equal to
6-month LIBOR plus a margin of 4.5% on the A Loan and 6-month LIBOR plus a
margin of 4.0% on the B Loan. The A Loan and the B Loan are collateralized
by a mortgage on substantially all of COBEE's assets.

As part of NRG Energy's acquisition of the LS Power assets in January 2001,
NRG Energy through its wholly owned subsidiary, LSP Kendall Energy LLC, has
acquired a $554.2 million credit facility. The facility is non-recourse to
NRG Energy and consists of a construction and term loan, working capital and
letter of credit facilities. 

8

11

As of June 30, 2001, there were borrowings totaling approximately $292.8 
million outstanding under the facility at a weighted average annual interest
rate of 5.0%.

In connection with NRG Energy's acquisition of the Audrain facilities, NRG
Energy has recognized a capital lease on its balance sheet within long-term
debt in the amount of $259.3 million, as of June 30, 2001. The capital lease
obligation is recorded at the net present value of the minimum lease
obligation payable. The lease terminates in May 2021. NRG Energy expects to
incur approximately $2.5 million, $5.4 million, $5.9 million, $6.4 million,
$7.0 million and $7.6 million, for the years 2001, 2002, 2003, 2004, 2005
and 2006, respectively in principle payments and approximately $224.5
million over the remaining term of the lease. In addition, NRG Energy has
recorded in Notes Receivable an amount of approximately $270 million which
represents its investment in the bonds that the County of Audrain issued to
finance the project.

In connection with NRG Energy's purchase of PowerGen's interest in Saale
Energie GmbH, NRG Energy has recognized a non-recourse capital lease on its
balance sheet within long-term debt in the amount of $154.8 million, as of
June 30, 2001. The capital lease obligation is recorded at the net present
value of the minimum lease obligation payable over the lease's remaining
period of 20 years. NRG Energy expects to incur approximately $21.4 million
of principle payments each year for the remaining term of the lease. In
addition, a direct financing lease was recorded in notes receivable.

GUARANTEES

NRG Energy is directly liable for the obligations of certain of its project
affiliates and other subsidiaries pursuant to guarantees relating to certain
of their indebtedness, equity and operating obligations. In addition, in
connection with the purchase and sale of fuel, emission credits and power
generation products to and from third parties with respect to the operation
of some of NRG Energy's generation facilities in the United States, NRG
Energy may be required to guarantee a portion of the obligations of certain
of its subsidiaries. As of June 30, 2001, NRG Energy's obligations pursuant
to its guarantees of the performance, equity and indebtedness obligations of
its subsidiaries totaled approximately $552 million.

5.  FINANCIAL INSTRUMENTS

As of June 30, 2001, NRG Energy had twelve-interest rate swap agreements
with notional amounts totaling approximately $976 million, as described
below. NRG Energy also has one foreign currency swap with a notional amount
of approximately $9.2 million or (pound)6.4 million. If the swaps had been
discontinued on June 30, 2001, NRG Energy would have owed the
counter-parties approximately $35.4 million. Based on the investment grade
rating of the counter-parties, NRG Energy believes that its exposure to
credit risk due to nonperformance by the counter-parties to its hedging
contracts is insignificant.

o    NRG Energy entered into a swap agreement effectively converting the
floating rate on AUD105 million debt into fixed rate debt. The
swap expires on September 8, 2012 and is secured by the Flinders 
assets.

o    A second swap effectively converts a $15.7 million issue of 
non-recourse variable rate debt into fixed rate debt. The swap expires
on September 30, 2002 and is secured by the Camas Power Boiler assets.

o    A third swap converts $140 million of non-recourse variable rate debt
into fixed rate debt. The swap expires on December 17, 2014 and is
secured by the Crockett Cogeneration assets.

o    A fourth swap converts (pound)188 million of non-recourse variable
rate debt into fixed rate debt. The swap expires on June 30, 2019 and
is secured by the Killingholme assets.

o    As of June 30, 2001 NRG Energy had in place swaps totaling
approximately $498 million. These swaps covert the floating rate on
the Kendall debt to fixed rates.

o    NRG Energy also entered into a foreign currency swap with a notional
amount of approximately (pound)6.4 million or $9.2 million to hedge or
protect foreign currency denominated cash flows. The swap expires on
July 31, 2001.

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6.  SEGMENT REPORTING

NRG Energy conducts its business within six segments: Independent Power
Generation in North America, Europe, Asia Pacific and Other Americas
regions, Alternative Energy and Thermal projects. These segments are
distinct components of NRG Energy with separate operating results and
management structures in place. The "Other" category includes operations
that do not meet the threshold for separate disclosure and corporate charges
(primarily interest expense) that have not been allocated to the operating
segments. Segment information for the three and six months ended June 30,
2001 and 2000 are as follows:

FOR THE THREE MONTHS ENDED JUNE 30, 2001
POWER GENERATION
-----------------------------------------------------------
(IN THOUSANDS)                            NORTH AMERICA      EUROPE     ASIA PACIFIC   OTHER AMERICAS
--------------                            -------------    ----------   ------------   --------------

OPERATING REVENUES AND EQUITY EARNINGS
Revenues from majority-owned operations   $  435,099       $   58,068    $ 101,765       $  3,676
Inter-segment Revenues                            --               --           --             --
Equity in earnings / (losses) of
unconsolidated affiliates                51,186            8,786         7,942         1,696
----------       ----------    ----------      --------
Total operating revenues and
equity earnings                         486,285           66,854       109,707         5,372
----------       ----------    ----------      --------
Net Income                                $   46,189       $   22,747    $    3,339      $    702
==========       ==========    ==========      ========

ALTERNATIVE
ENERGY          THERMAL         OTHER         TOTAL
------------      --------      ---------    -----------

OPERATING REVENUES AND EQUITY EARNINGS
Revenues from majority-owned Operations  $  26,811         $ 25,153      $  9,683     $  660,255
Inter-segment Revenues                       1,047               --            --          1,047
Equity in earnings / (losses) of
unconsolidated affiliates              (6,130)               6        (1,888)        61,598
---------         --------      --------     ----------
Total operating revenues and
equity earnings                        21,728           25,159         7,795        722,900
---------         --------      --------     ----------
Net Income (Loss)                        $  12,460         $  1,148      $(37,471)    $   49,114
=========         ========      ========     ==========

Total assets as of June 30, 2001 for North America, Europe, Asia Pacific and
Other Americas total $8,359 million, $1,548 million, $710 million and $460
million, respectively.

FOR THE THREE MONTHS ENDED JUNE 30, 2000
POWER GENERATION
----------------------------------------------------------
(IN THOUSANDS)                            NORTH AMERICA       EUROPE    ASIA PACIFIC  OTHER AMERICAS
--------------                            -------------     ----------  ------------  --------------

OPERATING REVENUES AND EQUITY EARNINGS
Revenues from majority-owned operations   $  400,823       $   41,718    $      72    $        26
Inter-segment Revenues                            --               --           --             --
Equity in earnings / (losses) of
unconsolidated affiliates                45,584              821        2,823          2,936
----------       ----------    ---------    -----------
Total operating revenues and
equity earnings                         446,407           42,539        2,895          2,962
----------       ----------    ---------    -----------
Net Income                                $   58,547       $    3,481    $     955    $     2,390
==========       ==========    =========    ===========

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ALTERNATIVE
ENERGY         THERMAL        OTHER         TOTAL
------------     --------      ---------    -----------

OPERATING REVENUES AND EQUITY EARNINGS
Revenues from majority-owned Operations   $  8,220         $ 18,834      $  3,843     $   473,536
Inter-segment Revenues                         300               --            --             300
Equity in earnings / (losses) of
unconsolidated affiliates              (3,996)               5            --          48,173
--------         --------      --------     -----------
Total operating revenues and
equity earnings                         4,524           18,839         3,843         522,009
--------         --------      --------     -----------
Net Income (Loss)                         $  4,459         $  1,228      $(27,479)    $    43,581
========         ========      ========     ===========

Total assets as of June 30, 2000 for North America, Europe, Asia Pacific and
Other Americas total $4,109 million, $885 million, $371 million and $125
million, respectively.

FOR THE SIX MONTHS ENDED JUNE 30, 2001
POWER GENERATION
-----------------------------------------------------------
(IN THOUSANDS)                             NORTH AMERICA      EUROPE     ASIA PACIFIC   OTHER AMERICAS
--------------                             -------------   ----------    ------------   --------------

OPERATING REVENUES AND EQUITY EARNINGS
Revenues from majority-owned operations    $  851,367      $  126,777    $ 190,042       $   3,771
Inter-segment Revenues                             --              --           --              --
Equity in earnings of unconsolidated
affiliates                                63,646          14,772       12,039           3,891
----------      ----------    ---------       ---------
Total operating revenues and equity
earnings                                 915,013         141,549      202,081           7,662
----------      ----------    ---------       ---------
Net Income                                 $   83,248      $   34,716    $  19,953       $   1,647
==========      ==========    =========       =========

ALTERNATIVE
ENERGY          THERMAL        OTHER          TOTAL
------------     ----------    ----------    -----------

OPERATING REVENUES AND EQUITY EARNINGS
Revenues from majority-owned operations    $   36,697      $  57,627     $  17,589     $ 1,283,870
Inter-segment Revenues                          1,694             --            --           1,694
Equity in earnings / (losses) of
unconsolidated Affiliates                (11,970)            11        (1,887)         80,502
----------      ---------     ---------     -----------
Total operating revenues and equity
earnings                                26,421         57,638        15,702       1,366,066
----------      ---------     ---------     -----------
Net Income (Loss)                          $   15,631      $   3,390     $ (74,293)    $    84,292
==========      =========     =========     ===========

FOR THE SIX MONTHS ENDED JUNE 30, 2000
POWER GENERATION
-----------------------------------------------------------
(IN THOUSANDS)                             NORTH AMERICA      EUROPE     ASIA PACIFIC   OTHER AMERICAS
--------------                             -------------   ----------    ------------   --------------

OPERATING REVENUES AND EQUITY EARNINGS
Revenues from majority-owned operations    $  664,193      $   78,340    $      71       $      97
Inter-segment Revenues                             --              --           --              --
Equity in earnings of unconsolidated
affiliates                                36,075           2,686        1,585           4,666
----------      ----------    ---------       ---------
Total operating revenues and equity
earnings                                 700,268          81,026        1,656           4,763
----------      ----------    ---------       ---------
Net Income                                 $   81,375      $    7,784    $  (1,462)      $   3,357
==========      ==========    =========       =========

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ALTERNATIVE
ENERGY          THERMAL        OTHER          TOTAL
------------    ----------     ---------       ---------

OPERATING REVENUES AND EQUITY EARNINGS
Revenues from majority-owned operations    $   15,238      $   40,408     $   7,559       $ 805,906
Inter-segment Revenues                            601              --            --             601
Equity in earnings / (losses) of
unconsolidated Affiliates                 (6,493)             10            --          38,529
----------      ----------     ---------       ---------
Total operating revenues and equity
earnings                                   9,346          40,418         7,559         845,036
----------      ----------     ---------       ---------
Net Income (Loss)                          $    7,833      $    3,231     $ (49,791)      $  52,327
==========      ==========     =========       =========

7.  COMMITMENTS AND CONTINGENCIES

DISPUTED REVENUES

As of June 30, 2001, NRG Energy had approximately $10.5 million of disputed
revenues in respect of certain wholly-owned subsidiaries, primarily NRG
Northeast Generating LLC. NRG Energy is actively pursuing resolution and/or
collection of these amounts. These disputed revenues relate to the
interpretation of certain transmission power sales agreements and certain
sales to the New York Power Pool and New England Power Pool, conflicting
meter readings, pricing of firm sales and other power pool reporting issues.
These amounts have not been recorded in the financial statements and will
not be recognized as income until disputes are resolved and collection is
assured. As previously disclosed in its annual report on Form 10-K, NRG
Energy had approximately $13.1 million of disputed revenues as of December
31, 2000. During the six months ended June 30, 2001, $3.1 million of
disputed revenues were resolved, and $0.5 million of new disputed revenues
were added.

CALIFORNIA LIQUIDITY CRISIS

NRG Energy's California generation assets consist primarily of interests in
the Crockett and Mt. Poso facilities and a 50% interest in West Coast Power
LLC, formed in 1999 with Dynegy, Inc. The West Coast Power facilities sold
uncommitted power through the California Power Exchange (PX) and the
California Independent System Operator (ISO) to Pacific Gas and Electric
Company (PG&E), Southern California Edison Company (SCE) and San Diego Gas
and Electric Company (SDG&E), the three major California investor owned
utilities. Crockett, Mt. Poso and certain of NRG Energy's other California
facilities also sell directly to PG&E and SCE. Currently, the West Coast
Power facilities sell uncommitted power through the California ISO to the
California Department of Water Resources (the CDWR). Crockett, Mt. Poso and
certain of NRG Energy's other California facilities also sell directly to
PG&E, SCE and SDG&E.

The combination of rising wholesale electric prices, increases in the cost
of natural gas, the scarcity of hydroelectric power and regulatory
limitations on the rates that PG&E and SCE may charge their retail customers
caused both PG&E and SCE to default in their payments to the California PX,
the California ISO and other suppliers, including NRG Energy. In March 2001,
the California PX filed for bankruptcy under Chapter 11 of the Bankruptcy
Code, and in April 2001, PG&E filed for bankruptcy under Chapter 11 of the
Bankruptcy Code.

In March 2001, certain affiliates of West Coast Power entered into a four
year contract with the CDWR pursuant to which the affiliates agreed to sell
up to 1,000 MW to the CDWR for the remainder of 2001 and up to 2,300 MW from
January 1, 2002 through December 31, 2004, any of which may be resold by the
CDWR to utilities such as SCE, PG&E and SDG&E. The ability of the CDWR to
make future payments is subject to the CDWR having a continued source of
funding, whether from legislative or other emergency appropriations, from a
bond issuance or from amounts collected from SCE, PG&E and SDG&E for
deliveries to their customers. As a result of the present situation in
California, all of NRG Energy's interests in California are exposed to
heightened risk of delayed payments and/or non-payment regardless of whether
the sales are made directly to PG&E, SCE or SDG&E or to the California ISO
or the CDWR.

NRG Energy's share of the net amounts owed to its California affiliates by
the California PX, the California ISO, and the three major California
utilities totaled $218 million as of June 30, 2001, based upon unaudited
financial 

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15

information provided by such affiliates. This amount reflects NRG
Energy's share of (a) total amounts owed to its California affiliates of
$371 million, less (b) amounts that are currently treated as "disputed
revenues" and are not recorded as accounts receivable in the financial
statements of the California affiliates, and reserves taken against accounts
receivable that have been recorded in such financial statements, both of
which together totaled $153 million. NRG Energy believes that it will
ultimately collect in full the net amount of $218 million owed to its
California affiliates; however, if some form of financial relief or support
is not provided to PG&E and SCE, the collectibility of this amount will
become more questionable in terms of both timing and amount. With respect to
disputed revenues, these amounts relate to billing disputes arising in the
ordinary course of business and to disputes that have arisen as a result of
the California ISO and the Federal Energy Regulatory Commission (FERC)
imposing various revenue caps on the wholesale price of electricity. None of
the disputed revenues will be recorded until the particular issue that
caused them to be excluded from the financial statements is resolved. Since
the date of the PG&E bankruptcy filing, PG&E has been paying NRG Energy's
Crockett and Mt. Poso affiliates on a current basis.

Various legislative, regulatory and legal remedies to the liquidity crisis
faced by PG&E and SCE have been implemented or are being pursued. Assembly
Bill 1X, which authorizes the CDWR to enter into contracts for the purchase
of electric power through January 1, 2003 and to issue revenue bonds to fund
such purchases, was signed into law by the Governor of California in
February 2001. In May 2001, the Governor of California signed Senate Bill
31X, which authorizes the issuance of $13.4 billion in revenue bonds for the
costs incurred by the CDWR for the purchase and delivery of power for
customers of PG&E, SCE and SDG&E. The bonds will repay $6.7 billion to the
State of California's general fund for power purchases since January 2001
and will finance future power purchases, including those made by the CDWR.
In addition, in March, the California Public Utilities Commission (PUC)
approved an approximately 40% increase in the energy component of the retail
electric rates paid by certain California ratepayers. This increase is in
addition to the 9% increase approved in January 2001 and a 10% increase
expected to take effect next year.

The delayed collection of receivables owed to West Coast Power resulted in a
covenant default under its credit agreement. West Coast Power has entered
into a forbearance agreement with its lenders in connection with such
covenant default. In addition, NRG Energy's Crockett affiliate was recently
notified by its lenders that it has incurred a covenant default under its
loan agreement. As a result, NRG Energy has reclassified the long-term
portion of the Crockett debt to current. Defaults under the Crockett and
West Coast Power credit agreements do not trigger defaults under any of NRG
Energy's corporate-level financing debt securities or borrowing
arrangements.

FERC has jurisdiction over sales for resale of electricity in the California
wholesale power markets. In March 2001, FERC issued orders that
presumptively approved prices up to $273/MWh during January 2001 and
$430/MWh during February 2001. The orders direct electricity suppliers
either to refund a portion of their January and February sales or justify
prices charged above these approved prices. The orders, if finalized, could
require West Coast Power to refund approximately $45 million in revenues
from January and February, of which NRG Energy's share would be
approximately $22.5 million. Dynegy Power Marketing, Inc., as the power
marketer for West Coast Power, has submitted information to justify each
component of the prices it charged that were in excess of the presumptively
approved prices.

On June 19, 2001, FERC issued an order establishing a maximum pricing
methodology for spot markets in California and throughout the Western
Systems Coordinating Council (WSCC) region at times when reserves fall below
7% in California. The maximum prices for sales in the WSCC spot markets
during those hours, called the "market clearing price," is derived from the
costs of the least efficient provider based in California and selling
through the California ISO. At all other times, this order establishes a
maximum price equal to 85% of the last market-clearing price. This maximum
price program will terminate on September 30, 2002. This order expands on a
previous FERC order issued April 26, 2001.

In its June order, FERC also mandated settlement negotiations among sellers
and buyers in the California ISO markets in respect of the settlement of
past accounts, refund issues related to periods after October 2, 2000 and
the structuring of future arrangements for meeting California's energy
requirements. The Settlement talks were overseen by an Administrative Law
Judge (ALJ) and concluded without reaching a resolution on July 9, 2001.
Accordingly, the ALJ made a recommendation to FERC on such resolution. The
ALJ recommended that FERC hold a full evidentiary hearing to review his
proposals before reaching any decision. The Commission issued its order on
July 25, 2001 establishing evidentiary hearing procedures. At this early
point in the proceedings, NRG Energy cannot predict what action FERC will
take on any of the issues presented, including any refunds sought from the
generators.

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The energy crisis in California has also resulted in the enactment of
legislation in Nevada that prohibits the sale by Nevada Power Company of its
Reid Gardner and Clark generating stations, located in Nevada, until July
2003. In November 2000, NRG Energy and its partner Dynegy, Inc. had executed
asset purchase agreements with Nevada Power, a subsidiary of Sierra Pacific
Resources, to acquire these stations. Additionally, the California
legislature has enacted legislation, which prohibits the sale of Sierra
Pacific's North Valmy generating station, also located in Nevada, until
2006. In October 2000, NRG Energy had signed an asset purchase agreement to
acquire Sierra Pacific's 50% interest in the North Valmy station. NRG Energy
continues to discuss with Sierra Pacific possible responses to this
legislation.

PENDING ACQUISITIONS

Conectiv

In June 2001, NRG Energy extended purchase agreements that were entered into
with a subsidiary of Conectiv to acquire 794 MW of coal and oil-fired
electric generating capacity and other assets in New Jersey and
Pennsylvania, including an additional 66 MW of the Conemaugh Generating
Station and an additional 42 MW of the Keystone Generating Station. NRG
Energy will pay approximately $180 million for the assets. NRG Energy
expects the acquisition to close in the third quarter of 2001 following
approval of the New Jersey Board of Public Utilities.

Indeck

In May 2001, NRG Energy signed a purchase agreement to acquire an
approximately 2,255 MW portfolio of operating projects and projects in
advanced development that are located in Illinois and upstate New York from
Indeck Energy Services, Inc. Approximately 402 MW are currently in operation
and NRG Energy expects that an additional $1.3 billion will be required to
complete construction of the projects in advanced development. In addition,
NRG Energy is obligated to loan Indeck the funds needed to service payments
on the turbine orders for the plants prior to close, up to approximately $93
million, with the loan secured by the equipment and the equipment contracts.
If the transaction does not close, Indeck has six months to repay the
outstanding balance at an annual rate of 9.5%. The outstanding loan balance
will be offset against the purchase price at closing. NRG Energy expects the
acquisition to close in the third quarter of 2001.

Narva Power

In August 2000, we signed a Heads of Terms Agreement with Eesti Energia, the
Estonian state-owned electric utility, providing for the purchase for
approximately $65.5 million of a 49% stake in Narva Power, the owner and
operator of the oil shale-fired Eesti and Balti power plants, located near
Narva, Estonia. The plants have a combined capacity of approximately 2,700
MW. NRG Energy is working to close the acquisition in the third quarter of
2001.

Bridgeport Harbor and New Haven Harbor

In December 2000, NRG Energy signed asset purchase agreements to acquire the
585 MW coal-fired Bridgeport Harbor Station and the 466 MW oil and gas-fired
New Haven Harbor station in Connecticut for approximately $325 million. The
closing of this acquisition has been delayed as NRG Energy is addressing
certain market power issues raised by the federal and state regulatory
authorities. NRG Energy has submitted information to the Department of
Justice, FERC and the Attorney General of the State of Connecticut, and is
involved in ongoing discussions to resolve these issues.

Meriden

In December 2000, NRG Energy signed a purchase agreement to acquire a 540 MW
natural gas fired generation facility being developed in Meriden,
Connecticut, for a purchase price of approximately $25 million. NRG Energy
expects to close the acquisition in the third quarter of 2001. NRG Energy
estimates costs of approximately $384 million to complete construction of
the plant, which has a commercial operation date of June 2003.

McClain Acquisition

In May 2001, NRG Energy signed a purchase agreement to acquire Duke Energy's
77% interest in the McClain Energy Generating Facility located near Oklahoma
City, Oklahoma for approximately $283 million. The Oklahoma 

14

17

Municipal Power Authority owns the remaining 23% interest. The McClain
facility is in the final stage of construction and will be an approximately
500 MW natural gas fired plant. The plant is expected to begin commercial
operation during the third quarter of 2001 and the acquisition is expected
to close in the third quarter of 2001.

LEGAL ISSUES

On July 13, 2001, Niagara Mohawk Power Corporation filed a declaratory
judgment action in the Supreme Court for the State of New York, County of
Onondaga, against NRG Energy and its wholly-owned subsidiaries, Huntley
Power LLC and Dunkirk Power LLC, to request a declaration by the Court that,
pursuant to the terms of the Asset Sales Agreement under which NRG Energy
purchased the Huntley and Dunkirk generating facilities from Niagara Mohawk
(the ASA), defendants have assumed liability for any costs for the
installation of emissions controls or other modifications to or related to
the Huntley or Dunkirk plants imposed as a result of violations or alleged
violations of environmental law. Niagara Mohawk Power Corporation also
requests a declaration by the Court that, pursuant to the ASA, defendants
have assumed all liabilities, including liabilities for natural resource
damages, arising from emissions or releases of pollutants from the Huntley
and Dunkirk plants, without regard to whether such emissions or releases
occurred before, on or after the closing date for the purchase of the
Huntley and Dunkirk plants. Management believes that this lawsuit is
premature, in the absence of action by the New York Department of
Environmental Conservation and the New York Attorney General with respect to
the Notice of Violation issued to NRG Energy.

8.  EARNINGS PER SHARE

Diluted earnings per average common share is calculated by dividing net
income by the weighted average shares of common stock outstanding including
stock options outstanding under NRG Energy's stock option plans considered
to be common stock equivalents. The following table shows the effect of
those stock options on the weighted average number of shares outstanding
used in calculating diluted earnings per average common share.

FOR THE THREE         FOR THE SIX
MONTHS ENDED         MONTHS ENDED
JUNE 30,             JUNE 30,
--------------------- ------------------
(In thousands)                                            2001       2000       2001      2000
---------- ---------- --------- --------

Weighted Average Number of Common Shares Outstanding    198,515    155,529    191,261   151,567
Assumed Exercise of Dilutive Stock Options                1,762        662      2,733       331
--------   --------   --------  --------
Potential Weighted Average Diluted Common
Shares Outstanding                                      200,277    156,191    193,994   151,898
--------   --------   --------  --------

For the thee and six months ended June 30, 2001, 7,041 and 3,962 stock
options, respectively, were excluded from the computation of diluted
earnings per share due to their antidilutive effect. In addition, there was
no effect on diluted earnings per share related to the forward contract to
buy NRG Energy's common stock issued in connection with its recent issuance
of Corporate Units.

9.  INVENTORY

Inventory, which is stated at the lower of weighted average cost or market,
consisted of:

(In thousands)        JUNE 30, 2001  DECEMBER 31, 2000
-------------- -----------------

Fuel oil              $   91,405       $  48,541
Spare parts              110,334          85,136
Coal                      69,715          17,439
Kerosene                   1,273           1,524
Other                     20,971          22,224
----------       ---------
TOTAL             $  293,698       $ 174,864
----------       ---------

10. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

On January 1, 2001, NRG Energy adopted Statement of Financial Accounting
Standards No. 133, Accounting for Derivative Instruments and Hedging
Activities (SFAS No. 133), as amended by SFAS No. 137 and SFAS No. 138.

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During the three and six month periods ended June 30, 2001, NRG Energy
recorded an after-tax gain in Other comprehensive income (OCI) of
approximately $51.2 million and $102.3 million, respectively. These gains
related to favorable changes in fair values of the derivatives accounted for
as hedges recorded on January 1, 2001. Also during the three and six month
periods ended June 30, 2001, NRG Energy reclassified from OCI into earnings
$3.4 million and $11.2 million, respectively, of accumulated net derivative
gains. The net balance in OCI relating to SFAS No. 133 as of June 30, 2001
was a gain of approximately $68.5 million. Unrealized gains and losses on
derivatives are recorded in other current and long-term assets and
liabilities.

NRG Energy's pre-tax earnings for the three and six month periods ended June
30, 2001 were decreased by an unrealized loss of $(33.7) million and $(13.5)
million, respectively, relating to derivative instruments not accounted for
as hedges in accordance with SFAS No. 133 as follows:

Gains/(Losses) in thousands                    Three Months           Six Months
---------------------------                 Ended June 30, 2001   Ended June 30, 2001
-------------------   -------------------

Revenue from majority-owned operations           $ (11,392)            $ (11,392)
Equity in earnings of unconsolidated 
affiliates                                        2,730                   843
Cost of majority-owned operations                  (25,871)               (5,129)
Other income, net                                      856                 2,172
---------             ---------
Total impact before income tax                   $ (33,677)            $ (13,506)
=========             =========

SFAS No. 133 applies to NRG Energy's energy and energy related commodities
financial instruments, long-term power sales contracts and long-term gas
purchase contracts used to mitigate variability in earnings due to
fluctuations in spot market prices, hedge fuel requirements at generation
facilities and protect investment in fuel inventories. SFAS No. 133 also
applies to various interest rate swaps used to mitigate the risks associated
with movements in interest rates and foreign exchange contracts to reduce
the effect of fluctuating foreign currencies on foreign denominated
investments and other transactions.

Energy and energy related commodities

NRG Energy is exposed to commodity price variability in electricity,
emission allowances and natural gas, oil and coal used to meet fuel
requirements. In order to manage these commodity price risks, NRG Energy
enters into financial instruments, which may take the form of fixed price,
floating price or indexed sales or purchases, and options, such as puts,
calls, basis transactions and swaps. Derivatives designated to be hedges by
NRG Energy are accounted for as cash flow hedges. The effective portion of
the cumulative gain or loss on the derivative instrument is reported as a
component of OCI in shareholders' equity and recognized into earnings in the
same period or periods during which the hedged transaction affects earnings,
i.e., when electricity is generated, fuel is consumed. During the three and
six month periods ended June 30, 2001, NRG recognized a $14.9 million gain
relating to ineffectiveness on commodity cash flow hedges. No gains or
losses were recognized related to derivative instruments excluded from the
assessment of effectiveness. At June 30, 2001, NRG Energy had various
commodity related contracts extending through December 2003 and several
fixed-price gas and electricity purchase contracts extending through 2005 to
2018. During the three and six month periods ended June 30, 2001, NRG Energy
reclassified from OCI into earnings $6.1 million and $13.9 million,
respectively, of accumulated net derivative gains. Furthermore, during the
three and six month periods ended June 30, 2001, NRG Energy reclassified
from OCI into equity in earnings of unconsolidated affiliates $2.5 million
and $0, respectively, of accumulated net derivative losses. NRG Energy
expects to reclassify into earnings during the next twelve months net gains
from OCI of approximately $24.3 million.

NRG Energy's pre-tax earnings for the three and six month periods ended June
30, 2001 were decreased by an unrealized loss of $(34.5) million and $(15.7)
million, respectively, relating to energy and energy related derivative
instruments not accounted for as hedges in accordance with SFAS No. 133.

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Interest rates

To manage interest rate risk, NRG Energy has entered into interest rate
swaps that effectively fix the interest payments of certain floating rate
debt instruments. Interest rate swap agreements are accounted for as cash
flow hedges. The effective portion of the cumulative gain or loss on the
derivative instrument is reported as a component of OCI in shareholders'
equity and recognized into earnings as the underlying interest expense is
incurred. No ineffectiveness was recognized on interest rate cash flow
hedges during the three and six-month periods ended June 30, 2001. During
the three months ended June 30, 2001, NRG Energy reclassified from OCI into
earnings $(0.2) million of accumulated net derivative losses. During the six
months ended June 30, 2001, NRG Energy reclassified from OCI into earnings
$(0.3) million of accumulated net derivative losses. NRG Energy expects to
reclassify into earnings in interest expense during the next twelve months
net losses from OCI of approximately ($0.9 million).

Foreign currency exchange rates

To preserve the U.S. dollar value of projected foreign currency cash flows,
NRG Energy may hedge, or protect, those cash flows if appropriate foreign
hedging instruments are available. During the three and six month periods
ended June 30, 2001, NRG Energy had various foreign currency exchange
contracts not designated as accounting hedges. Accordingly, the changes in
fair value of these derivatives, totaling $.9 million and $2.2 million,
respectively, for the three and six-month periods ended June 30, 2001, are
reported in earnings in other income, net.

11. NEW ACCOUNTING PRONOUNCEMENTS

In July 2001, the FASB issued SFAS No. 141, "Business Combinations", and
Statement No. 142, "Goodwill and Other Intangible Assets". Statement No. 141
requires that the purchase method of accounting be used for all business
combinations subsequent to June 30, 2001 and specifies criteria for
recognizing intangible assets acquired in a business combination. Statement
No. 142 requires that goodwill and intangible assets with indefinite useful
lives no longer be amortized but instead be tested for impairment at least
annually. Intangible assets with definite useful lives will continue to be
amortized over their respective estimated useful lives. NRG Energy plans to
adopt the provisions of Statement No. 141 and 142, effective July 1, 2001
and January 1, 2002, respectively. NRG Energy does not expect the
implementation of these guidelines to have a material impact on its
consolidated financial position or results of operations.

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

NRG Energy, Inc. (NRG Energy or the Company) is a leading global energy
company primarily engaged in the acquisition, development, ownership and
operation of power generation facilities and the sale of energy, capacity and
related products. NRG Energy believes that it is one of the three largest
independent power generation companies in the United States and the fifth
largest independent power generation company in the world, measured by net
ownership interest in power generation facilities. NRG Energy is actively
pursuing the acquisition and development of additional generation projects. NRG
Energy intends to continue its growth through a combination of targeted
acquisitions in selected core markets, the expansion or repowering of existing
facilities and the development of new greenfield projects.

RESULTS OF OPERATIONS

Net income for the three and six months ended June 30, 2001, was $49.1
million and $84.3 million, an increase of $5.5 million and $31.9 million
compared to the same periods in 2000, representing increases of approximately
12.7% and 61.1%, respectively. These increases were due to the factors described
below.

OPERATING REVENUES

For the three months ended June 30, 2001, NRG Energy had total revenues
and equity earnings of $722.9 million, compared to $522.0 million for the three
months ended June 30, 2000, an increase of $200.9 million or approximately
38.5%. NRG Energy's revenues from majority-owned operations were $661.3 million,
an increase of $187.5 million or approximately 39.6%, over the same period in
2000. The increase of approximately $187.5 million over the same period in 2000
is primarily due to increased sales resulting from NRG Energy's recently
completed acquisitions.

For the six months ended June 30, 2001, NRG Energy had total revenues
and equity earnings of $1.4 billion, compared to $845.0 million for the six
months ended June 30, 2000, an increase of $521.0 million or approximately
61.7%. NRG Energy's revenues from majority-owned operations were $1.3 billion,
an increase of $479.1 million or approximately 59.4%, over the same period in
2000. The increase of approximately $479.1 million, over the same period in 2000
is primarily due to increased sales resulting from NRG Energy's recently
completed acquisitions.

Subsequent to June 30, 2000, NRG Energy completed the acquisition of the
Flinders Power facilities (September 8, 2000) in South Australia, Entrade AG, an
energy trading company active in Europe, the LS Power assets, certain Conectiv
assets and the consolidation of Schkopau. Each of these recently completed
acquisitions and others has significantly affected NRG Energy's revenues from
majority-owned operations. In addition, the power generating facilities that NRG
Energy acquired in 1999 and during the first quarter of 2000 also contributed to
the increase in revenues from majority-owned operations for the three and six
months ended June 30, 2001 as compared to the same periods in 2000. For the
three and six months ended June 30, 2001, revenues from majority owned
operations were adversely affected in the amount of $11.4 million by the impact
of SFAS No. 133 which was adopted in January 1, 2001. This amount reflects the
impact of mark-to-market of certain energy and energy related commodities
financial instruments primarily related to NRG Energy's North American
operations.

Equity in operating earnings of unconsolidated affiliates was $61.6
million for the three months ended June 30, 2001, compared to $48.2 million for
the three months ended June 30, 2000, an increase of $13.4 million or 27.9%. For
the six months ended June 30, 2001, equity in operating earnings of
unconsolidated affiliates was $80.5 million compared to $38.5 million for the
six months ended June 30, 2000, an increase of $41.9 million, or 108.9%. These
increases are primarily due to NRG Energy's investment in West Coast Power LLC
and NRG Energy's international investments primarily Loy Yang and MIBRAG, which
have experienced favorable results of operations for the three and six months
ended June 30, 2001 as compared to the same periods in 2000. These increases
were partially offset by increased losses from NEO Corporation. NEO Corporation
derives a significant portion of its net income from IRC 

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Section 29 energy credits In addition; the increase in equity in operating
earnings of unconsolidated affiliates was decreased by approximately $2.7
million and $0.9 million for the three and six months ended June 30, 2001,
respectively, due to the impact of SFAS No. 133, which was adopted on January 1,
2001. These amounts reflect the impact of the mark-to-market of certain energy
related contracts at certain of NRG Energy's affiliates, primarily Loy Yang.

OPERATING COSTS AND EXPENSES

Cost of majority-owned operations was $479.3 million for the three
months ended June 30, 2001, an increase of $173.4 million, or approximately
56.7%, over the same period in 2000. Cost of majority-owned operations, as a
percentage of operating revenues and equity earnings for the period, was 66.3%
compared to 58.6% for the same period in 2000. For the six months ended June 30,
2001,the cost of majority-owned operations was $903.1 million, an increase of
$382.3 million, or approximately 73.4%, over the same period in 2000. Cost of
majority-owned operations, as a percentage of operating revenues and equity
earnings for the period, was 66.1% compared to 61.6% for the same period in
2000. The increases of $173.4 million and $382.3 million, for the three and six
months ended June 30, 2001 as compared to the same periods in 2000, are
primarily a result of increased costs incurred as a result of NRG Energy's
recently completed acquisitions described above, each of which has significantly
affected NRG Energy's cost of majority-owned operations. The increases in cost
of majority owned operations were also partially caused by the recognition of a
loss of approximately $25.9 million and $5.1 million, for the three and six
months ended June 30, 2001, respectively, due to the impact of SFAS No. 133,
which was adopted on January 1, 2001. These amounts reflect the impact of the
mark-to-market of certain energy related long-term contracts and short term
positions that NRG Energy and its affiliates have entered into.

Depreciation and amortization costs were $45.6 million and $83.7 million
for the three and six months ended June 30, 2001, compared to $30.9 million and
$50.9 million for the same periods in 2000, representing increases of $14.7
million and $32.8 million, or 47.7% and 64.6%, respectively. The increases are
primarily due to acquisitions of generating facilities and increased capital
additions.

General, administrative and development costs were $44.7 million and
$98.8 million for the three and six months ended June 30, 2001, compared to
$31.1 million and $56.3 million for the same periods in 2000, representing
increases of $13.5 million and $42.6 million, or 43.5% and 75.6%, respectively.
The increases are due primarily to increased business development, associated
legal, technical, and accounting expenses, employees and equipment resulting
from expanded operations and acquisitions that took place in 2001. As a percent
of total operating revenues and equity earnings, administrative and general
expenses increased for the three and six months ended June 30, 2001 to 6.2% and
7.2% from 6.0% and 6.7% during the same periods in 2000. NRG Energy's asset base
has grown to approximately $11.1 billion at June 30, 2001 compared to
approximately $5.5 billion at June 30, 2000, an increase of approximately $5.6
billion or 101.8%. NRG Energy expects this trend to continue as it expands its
operations through closure of pending acquisitions and business development
activities.

OTHER (EXPENSE) INCOME

Other expense was $96.5 million and $183.5 million for the three and six
months ended June 30, 2001, compared to $84.1 million and $136.7 million for the
same period in 2000, increases of approximately $12.4 million and $46.8 million,
or 14.7% and 34.2%, respectively. The increases in other expense was primarily
due to increases in interest expense of approximately $23.4 million and $58.6
million, or 29.2% and 43.7%, respectively for the three and six months ended
June 30, 2001 as compared to the same periods in 2000. Interest expense includes
both corporate and project level interest expense. The increases in interest
expense are due to increased corporate and project level debt issued and
outstanding during 2001 as compared to 2000. During the later portion of the
year 2000 and during the second quarter of 2001, NRG Energy issued substantial
amounts of long and short-term debt at both the corporate level (recourse debt)
and the project level (non-recourse debt) to either directly finance the
acquisition of electric generating facilities or refinance short-term bridge
loans incurred to finance such acquisitions. The increases in other expense due
to increased interest expense were partially offset by increases in other
income, net of approximately $11.8 million and $12.4 million for the three and
six months ended June 30, 2001, respectively. The increases in other income, net
are primarily related to increases in interest income resulting from increased
cash balances, notes receivables and miscellaneous gains and losses on project
dispositions and write-downs.

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INCOME TAX

Income tax expense for the three and six months ended June 30, 2001 was
$7.7 million and $12.6 million, compared to $26.4 million and $28.1 million for
the same period in 2000, decreases of $18.7 million and $15.4 million, or
(70.7%) and (55.0%), respectively. The decrease in income tax expense of $18.7
million for the three months ended June 30, 2001 as compared to the same period
in 2000, is due primarily to decreased domestic taxable net income, increased
foreign earnings which are taxed at a lower effective rate than domestic taxable
net income and increased IRC Section 29 energy credits. For the three months
ended June 30, 2001, NRG Energy's overall income tax rate was 13.6%, compared to
an overall effective tax rate of 37.8% for the same period in 2000. For the
three months ended June 30, 2001, NRG Energy's overall effective income tax rate
before recognition of tax credits and the impact of SFAS No. 133 was 42.0%
compared to 49.9%, for the same period in 2000.

The decrease in income tax expense of $15.4 million for the six months
ended June 30, 2001 as compared to the same period in 2000 is due primarily to
increased foreign earnings, which are taxed at a lower effective rate than
domestic earnings and increased IRC Section 29 energy credits. These amounts
were partially offset by higher domestic taxable income as compared to the same
period in 2000. For the six months ended June 30, 2001, NRG Energy's overall
income tax rate was 13.0%, compared to an overall effective tax rate of 34.9%
for the same period in 2000. For the six months ended June 30, 2001, NRG
Energy's overall effective income tax rate before recognition of tax credits and
the impact of SFAS No. 133 was 41.8% compared to 53.0%, for the same period in
2000.

LIQUIDITY AND CAPITAL RESOURCES

NRG Energy and its majority-owned subsidiaries have obtained cash from
operations, issuance of debt and equity securities, borrowings under credit
facilities, and the reimbursement by Xcel Energy of tax benefits pursuant to tax
sharing agreements. NRG Energy has used these funds to finance operations,
service debt obligations, fund the acquisition, development and construction of
generation facilities, finance capital expenditures and meet other cash and
liquidity needs.

CASH FLOWS

FOR THE SIX MONTHS ENDED
------------------------------
JUNE 30, 2001    JUNE 30, 2000
-------------   --------------

NET CASH (USED IN) / PROVIDED BY OPERATING ACTIVITIES (IN THOUSANDS)       $(86,873)        $218,504

During the six months ended June 30, 2001, net cash from operating
activities decreased approximately $305.4 million in comparison to the same
period in 2000. The primary reasons for the net decrease are as follows: net
income after adjustment for non-cash items such as undistributed equity in
earnings of unconsolidated affiliates, depreciation and amortization, deferred
income tax credits and other items decreased during 2001 as compared to the same
period in 2000 thus resulting in an adverse impact on cash flows. In addition,
net cash flows also decreased in 2001 due to adverse changes in working capital.
Cash flows from working capital balances were adversely affected due to
increased outstanding receivables primarily related to NRG Energy's affiliates
located in California. For additional information refer to the discussion under
the California Liquidity Crisis section below. In addition, the balances of
inventory and prepayments also increased resulting in an adverse impact on cash
flows from operations. NRG Energy's working capital position has also
experienced reductions in the outstanding balances of accounts payables and
accrued salaries, benefits and related costs. Partially offsetting these adverse
working capital changes were favorable changes in the balances of accrued income
and other taxes and accrued interest.

NET CASH USED BY INVESTING ACTIVITIES (IN THOUSANDS)                    $(2,850,625)    $(1,886,524)

During the six months ended June 2001, cash used by investing activities
increased by approximately $964.1 million. During the six months ended June 30,
2001, NRG Energy invested approximately $2.9 billion in the acquisition of newly
acquired generating facilities such as the LS Power acquisition, the Conectiv
acquisition, the Audrain acquisition, the PowerGen acquisitions, and the
Vattenfall acquisitions as well as increased capital expenditures for its
existing facilities, those under construction and additional investments in
unconsolidated projects such as MIBRAG. In addition, NRG Energy also experienced
increased balances in its restricted cash accounts. During the same period in
2000, NRG Energy invested approximately $1.7 billion primarily in the Cajun and
Killingholme facilities.

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NET CASH PROVIDED BY FINANCING ACTIVITIES (IN THOUSANDS)                  $3,072,264    $1,707,377

During the six months ended June 30, 2001, NRG Energy generated a net
amount of approximately $3.1 billion of cash from financing activities. These
cash flows resulted from the issuance of long and short-term debt and equity
securities during the period. During the same period in 2000, NRG Energy
generated a net amount of approximately $1.7 billion of cash through its
financing activities, primarily through long and short-term debt and equity
issuances. During both periods, NRG Energy used these amounts to finance
recently acquired generating facilities and/or for general corporate purposes.

CAPITAL SOURCES

NRG Energy expects to meet it future financing requirements through a
combination of internally generated cash, corporate and project level short and
long-term debt and equity securities. NRG Energy has generally financed the
acquisition and development of its projects under financing arrangements to be
repaid solely from each of its projects' cash flows, which are typically secured
by the plant's physical assets and equity interests in the project company. See
Notes 3 and 4 of the Financial Statements in this Form 10-Q for further
discussion of the long and short-term debt issuances that NRG Energy has
recently completed. Reference is also made to Note 9 of the Financial Statements
in NRG Energy's Form 10-K for the year ended December 31, 2000.

CAPITAL COMMITMENTS

NRG Energy's capital expenditure program is subject to continuing review
and modification. Actual expenditures may differ significantly depending upon
such factors as the success, timing of and level of involvement in projects
under construction. NRG Energy has entered into the following acquisition
agreements:

Conectiv

In June 2001, NRG Energy extended purchase agreements that were entered
into with a subsidiary of Conectiv to acquire 794 MW of coal and oil-fired
electric generating capacity and other assets in New Jersey and Pennsylvania,
including an additional 66 MW of the Conemaugh Generating Station and an
additional 42 MW of the Keystone Generating Station. NRG Energy will pay
approximately $180 million for the assets. NRG Energy expects the acquisitions
to close in the third quarter of 2001 following approval of the New Jersey Board
of Public Utilities.

Indeck

In May 2001, NRG Energy signed a purchase agreement to acquire an
approximately 2,255 MW portfolio of operating projects and projects in advanced
development that are located in Illinois and upstate New York from Indeck Energy
Services, Inc. Approximately 402 MW are currently in operation and NRG Energy
expects that an additional $1.3 billion will be required to complete
construction of the projects in advanced development. In addition, NRG Energy is
obligated to loan Indeck the funds needed to service payments on the turbine
orders for the plants prior to close, up to approximately $93 million, with the
loan secured by the equipment and the equipment contracts. If the transaction
does not close, Indeck has six months to repay the outstanding balance at an
annual rate of 9.5%. The outstanding loan balance will be offset against the
purchase price at closing. NRG Energy expects the acquisition to close in the
third quarter of 2001.

Narva Power

In August 2000, NRG Energy signed a Heads of Terms Agreement with Eesti
Energia, the Estonian state-owned electric utility, providing for the purchase
for approximately $65.5 million of a 49% stake in Narva Power, the owner and
operator of the oil shale-fired Eesti and Balti power plants, located near
Narva, Estonia. The plants have a combined capacity of approximately 2,700 MW.
NRG Energy is working to close the acquisition in the third quarter of 2001.

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Bridgeport Harbor and New Haven Harbor

In December 2000, NRG Energy signed asset purchase agreements to acquire
the 585 MW coal-fired Bridgeport Harbor Station and the 466 MW oil and gas-fired
New Haven Harbor station in Connecticut for approximately $325 million. The
closing of this acquisition has been delayed as NRG Energy is addressing certain
market power issues raised by the federal and state regulatory authorities. NRG
Energy has submitted information to the Department of Justice, FERC and the
Attorney General of the State of Connecticut, and is involved in ongoing
discussions to resolve these issues.

Meriden

In December 2000, NRG Energy signed a purchase agreement to acquire a
540 MW natural gas fired generation facility being developed in Meriden,
Connecticut, for a purchase price of approximately $25 million. NRG Energy
expects to close the acquisition in the third quarter of 2001. NRG Energy
estimates costs of approximately $384 million to complete construction of the
plant, which has a commercial operation date of June 2003.

McClain Acquisition

In May 2001, NRG Energy signed a purchase agreement to acquire Duke
Energy's 77% interest in the McClain Energy Generating Facility located near
Oklahoma City, Oklahoma for approximately $283 million. The Oklahoma Municipal
Power Authority owns the remaining 23% interest. The McClain facility is in the
final stage of construction and will be an approximately 500 MW natural gas
fired plant. The plant is expected to begin commercial operation during the
third quarter of 2001 and the acquisition is expected to close in the third
quarter of 2001.

OTHER CONTINGENCIES

DISPUTED REVENUES

As of June 30, 2001, NRG Energy had approximately $10.5 million of
disputed revenues in respect of certain wholly owned subsidiaries, primarily NRG
Northeast Generating LLC. NRG Energy is actively pursuing resolution and/or
collection of these amounts. These disputed revenues relate to the
interpretation of certain transmission power sales agreements and certain sales
to the New York Power Pool and New England Power Pool, conflicting meter
readings, pricing of firm sales and other power pool reporting issues. These
amounts have not been recorded in the financial statements and will not be
recognized as income until disputes are resolved and collection is assured. As
previously disclosed in its annual report on Form 10-K, NRG Energy had
approximately $13.1 million of disputed revenues as of December 31, 2000. During
the six months ended June 30, 2001, $3.1 million of disputed revenues were
resolved, and $0.5 million of new disputed revenues were added.

CALIFORNIA LIQUIDITY CRISIS

NRG Energy's California generation assets consist primarily of interests
in the Crockett and Mt. Poso facilities and a 50% interest in West Coast Power
LLC, formed in 1999 with Dynegy, Inc. The West Coast Power facilities sold
uncommitted power through the California Power Exchange (PX) and the California
Independent System Operator (ISO) to Pacific Gas and Electric Company (PG&E),
Southern California Edison Company (SCE) and San Diego Gas and Electric Company
(SDG&E), the three major California investor owned utilities. Crockett, Mt. Poso
and certain of NRG Energy's other California facilities also sell directly to
PG&E and SCE. Currently, the West Coast Power facilities sell uncommitted power
through the California ISO to the California Department of Water Resources (the
CDWR). Crockett, Mt. Poso and certain of NRG Energy's other California
facilities also sell directly to PG&E, SCE and SDG&E.

The combination of rising wholesale electric prices, increases in the
cost of natural gas, the scarcity of hydroelectric power and regulatory
limitations on the rates that PG&E and SCE may charge their retail customers
caused both PG&E and SCE to default in their payments to the California PX, the
California ISO and other suppliers, including NRG Energy. In March 2001, the
California PX filed for bankruptcy under Chapter 11 of the Bankruptcy Code, and
in April 2001, PG&E filed for bankruptcy under Chapter 11 of the Bankruptcy
Code.

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In March 2001, certain affiliates of West Coast Power entered into a
four year contract with the CDWR pursuant to which the affiliates agreed to sell
up to 1,000 MW to the CDWR for the remainder of 2001 and up to 2,300 MW from
January 1, 2002 through December 31, 2004, any of which may be resold by the
CDWR to utilities such as SCE, PG&E and SDG&E. The ability of the CDWR to make
future payments is subject to the CDWR having a continued source of funding,
whether from legislative or other emergency appropriations, from a bond issuance
or from amounts collected from SCE, PG&E and SDG&E for deliveries to their
customers. As a result of the present situation in California, all of NRG
Energy's interests in California are exposed to heightened risk of delayed
payments and/or non-payment regardless of whether the sales are made directly to
PG&E, SCE or SDG&E or to the California ISO or the CDWR.

NRG Energy's share of the net amounts owed to its California affiliates
by the California PX, the California ISO, and the three major California
utilities totaled $218 million as of June 30, 2001, based upon unaudited
financial information provided by such affiliates. This amount reflects NRG
Energy's share of (a) total amounts owed to its California affiliates of $371
million, less (b) amounts that are currently treated as "disputed revenues" and
are not recorded as accounts receivable in the financial statements of the
California affiliates, and reserves taken against accounts receivable that have
been recorded in such financial statements, both of which together totaled $153
million. NRG Energy believes that it will ultimately collect in full the net
amount of $218 million owed to its California affiliates; however, if some form
of financial relief or support is not provided to PG&E and SCE, the
collectibility of this amount will become more questionable in terms of both
timing and amount. With respect to disputed revenues, these amounts relate to
billing disputes arising in the ordinary course of business and to disputes that
have arisen as a result of the California ISO and the Federal Energy Regulatory
Commission (FERC) imposing various revenue caps on the wholesale price of
electricity. None of the disputed revenues will be recorded until the particular
issue that caused them to be excluded from the financial statements is resolved.
Since the date of the PG&E bankruptcy filing, PG&E has been paying NRG Energy's
Crockett and Mt. Poso affiliates on a current basis.

On June 19, 2001, FERC issued an order establishing a maximum pricing
methodology for spot markets in California and throughout the Western Systems
Coordinating Council (WSCC) region at times when reserves fall below 7% in
California. The maximum prices for sales in the WSCC spot markets during those
hours, called the "market clearing prices," is derived from the costs of the
least efficient provider based in California and selling through the California
ISO. At all other times, this order establishes a maximum price equal to 85% of
the last market-clearing price. This maximum price program will terminate on
September 30, 2002. This order expands on a previous FERC order issued April 26,
2001.

In its June order, FERC also mandated settlement negotiations among
sellers and buyers in the California ISO markets in respect of the settlement of
past accounts, refund issues related to periods after October 2, 2000 and the
structuring of future arrangements for meeting California's energy requirements.
The Settlement talks were overseen by Administrative Law Judge Curtis Wagner and
concluded without reaching a resolution on July 9, 2001. Accordingly, Judge
Wagner made a recommendation to FERC on such resolution. Judge Wagner
recommended that FERC hold a full evidentiary hearing to review his proposals
before reaching any decision. The Commission issued its order on July 25, 2001
establishing evidentiary hearing procedures. At this early point in the
proceedings, NRG Energy cannot predict what action FERC will take on any of the
issues presented, including any refunds sought from the generators.

The energy crisis in California has also resulted in the enactment of
legislation in Nevada that prohibits the sale by Nevada Power Company of its
Reid Gardner and Clark generating stations, located in Nevada, until July 2003.
In November 2000, NRG Energy and its partner Dynegy, Inc. had executed asset
purchase agreements with Nevada Power, a subsidiary of Sierra Pacific Resources,
to acquire these stations. Additionally, the California legislature has enacted
legislation, which prohibits the sale of Sierra Pacific's North Valmy generating
station, also located in Nevada, until 2006. In October 2000, NRG Energy had
signed an asset purchase agreement to acquire Sierra Pacific's 50% interest in
the North Valmy station. NRG Energy continues to discuss with Sierra Pacific
possible responses to this legislation.

For further information regarding the California Liquidity Crisis see
Note 7 to the financial statements included in this Form 10-Q.

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ENVIRONMENTAL ISSUES

The Massachusetts Department of Environmental Protection has recently
finalized regulations requiring emissions reductions from certain coal-coal
fired power plants in the state, including NRG Energy's Somerset facility. The
new rules impose phased deadlines for achieving annual and monthly emission rate
reductions of SO2 and nitrogen oxides (NOx). NRG Energy believes that the new
regulations require it by October 1, 2006 to reduce annual SO2 emission rates by
about 50% of its current emission rate; by October 1, 2008, NRG Energy would be
required to reduced its annual emission rates by about 75% of its current
emission rate. The new regulations allow flexibility in determining how to best
meet such requirements. The new rules require that NRG Energy reduce by October
1, 2006 its annual NOx emission rate by about 60% of its current emission rate.
In the case of NOx, NRG Energy does not anticipate having problems meeting
monthly emission rate limits; however, to meet the monthly SO2 emission rate
limits, NRG Energy will likely need to purchase more expensive fuel that has a
lower sulfur content and make modifications to its facilities in order to burn
such fuel. The new Massachusetts regulations starting in 2006 also cap annual
emissions of Carbon dioxide (CO2) at historical levels and the rate at which CO2
is emitted; the new regulations allow flexibility in achieving compliance with
the reductions required. The annual CO2 emission rate reduction required
represents approximately a 20% decrease from current levels. NRG Energy is
evaluating its compliance options under the new regulations. Such compliance
could have a material adverse impact on its Massachusetts facilities.

In May 2001, the South Coast Air Quality Management District of
California (AQMD) amended existing rules that govern the operation of the
Regional Clean Air Incentive Market (RECLAIM) program. Under the amendments,
once NRG Energy's RECLAIM trading credit allocations are depleted, NRG Energy
must pay the AQMD a mitigation fee of $7.50 per pound for any excess NOx
emissions. The amendments may restrict NRG Energy's ability to purchase
sufficient NOx emissions credits for its Long Beach and El Segundo plants. The
price of power sold to the California Department of Water Resources (the CDWR)
from NRG Energy's Long Beach and El Segundo plants will include excess emissions
costs. NRG Energy and the CDWR are evaluating the compliance options under the
amended rules, and such compliance could have a material adverse impact on those
facilities.

NEW ACCOUNTING PRONOUNCEMENTS

In July 2001, the FASB issued SFAS No. 141, "Business Combinations", and
Statement No. 142, "Goodwill and Other Intangible Assets". Statement No. 141
requires that the purchase method of accounting be used for all business
combinations subsequent to June 30, 2001 and specifies criteria for recognizing
intangible assets acquired in a business combination. Statement No. 142 requires
that goodwill and intangible assets with indefinite useful lives no longer be
amortized but instead be tested for impairment at least annually. Intangible
assets with definite useful lives will continue to be amortized over their
respective estimated useful lives. NRG Energy plans to adopt the provisions of
Statement No. 141 and 142, effective July 1, 2001 and January 1, 2002,
respectively. NRG Energy does not expect the implementation of these guidelines
to have a material impact on its consolidated financial position or results of
operations.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

NRG Energy and its subsidiaries are exposed to market risks, including
changes in commodity prices, interest rates and currency exchange rates as
disclosed in Management's Discussion and Analysis in its annual report on Form
10-K for the year ended December 31, 2000. There have been no material changes,
as of June 30, 2001, to the market risk exposures that affect the quantitative
and qualitative disclosures presented as of December 31, 2000.

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PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

FORTISTAR CAPITAL V. NRG ENERGY

In July 1999, Fortistar Capital Inc., a Delaware corporation, filed a
complaint in District Court in Minnesota against NRG Energy asserting claims for
injunctive relief and for damages as a result of NRG Energy's alleged breach of
a confidentiality letter agreement with Fortistar relating to the purchase of
the Oswego facility from Niagara Mohawk Power Corporation (NiMo) and Rochester
Gas and Electric Company.

NRG Energy disputed Fortistar's allegations and has asserted numerous
counterclaims. NRG Energy has counterclaimed against Fortistar for breach of
contract, fraud and negligent misrepresentations and omissions, unfair
competition and breach of the covenant of good faith and fair dealing. NRG
Energy seeks, among other things, dismissal of Fortistar's complaint with
prejudice and rescission of the letter agreement.

A temporary injunction hearing was held on September 27, 1999. The
acquisition of the Oswego facility was closed on October 22, 1999, following
notification to the court of Oswego Power LLC's and Niagara Mohawk Power
Corporation's intention to close on that date. In January 2000, the court denied
Fortistar's request for a temporary injunction. In April and December 2000, NRG
Energy filed summary judgment motions to dispose of the litigation. A hearing on
these motions was held in April 2001 and certain of Fortistar's claims were
dismissed. A trial date has been set in February 2002 in respect of the
remaining claim. NRG Energy intends to continue to vigorously defend the suit
and believes Fortistar's complaint to be without merit.

NEW YORK DEPARTMENT OF ENVIRONMENTAL CONSERVATION NOTICE OF VIOLATION

On May 25, 2000 the New York Department of Environmental Conservation
issued a Notice of Violation to NRG Energy and the prior owner of the Huntley
and Dunkirk facilities relating to physical changes made at those facilities
prior to our assumption of ownership. The Notice of Violation alleges that these
changes represent major modifications undertaken without obtaining the required
permits. Although NRG Energy has a right to indemnification by the previous
owner for fines, penalties, assessments, and related losses resulting from the
previous owner's failure to comply with environmental laws and regulations, if
these facilities did not comply with the applicable permit requirements, NRG
Energy could be required, among other things, to install specified pollution
control technology to further reduce air emissions from the Dunkirk and Huntley
facilities and NRG Energy could become subject to fines and penalties associated
with the current and prior operation of the facilities. On May 14, 2001, NRG
Energy received a Notice of Intent to sue from the New York Attorney General,
notifying NRG Energy pursuant to Section 304 of the Clean Air Act (the "Act") of
the States intent to file suit against NRG Energy and Niagara Mohawk Power
corporation in federal district court for violations of the Act, unless a
settlement is reached within 60 days. NRG Energy is currently in settlement
discussions with the Department of Environmental Conservation and the State
Attorney General's office and the state has not sued.

On July 13, 2001, Niagara Mohawk Power Corporation filed a declaratory
judgment action in the Supreme Court for the State of New York, County of
Onondaga, against NRG Energy and its wholly-owned subsidiaries, Huntley Power
LLC and Dunkirk Power LLC, to request a declaration by the Court that, pursuant
to the terms of the Asset Sales Agreement under which NRG Energy purchased the
Huntley and Dunkirk generating facilities from Niagara Mohawk (the ASA),
defendants have assumed liability for any costs for the installation of
emissions controls or other modifications to or related to the Huntley or
Dunkirk plants imposed as a result of violations or alleged violations of
environmental law. Niagara Mohawk Power Corporation also requests a declaration
by the Court that, pursuant to the ASA, defendants have assumed all liabilities,
including liabilities for natural resource damages, arising from emissions or
releases of pollutants from the Huntley and Dunkirk plants, without regard to
whether such emissions or releases occurred before, on or after the closing date
for the purchase of the Huntley and Dunkirk plants.

25

28

Except as described above and in NRG Energy's Annual Report on Form 10-K
for the fiscal year ended December 31, 2000 filed with the Securities and
Exchange Commission, and its quarterly report filed on Form 10-Q for the quarter
ended March 31, 2001, there are no other material legal proceedings pending to
which NRG Energy is a party. There are no material legal proceedings to which an
officer or director is a party or has a material interest adverse to NRG Energy
or its subsidiaries. There are no other material administrative or judicial
proceedings arising under environmental quality or civil rights statutes pending
or known to be contemplated by governmental agencies to which NRG Energy is or
would be a party.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

During May 2001, NRG Energy's affiliate Crockett Cogeneration became
technically in default of its loan agreements. The default arose as a result of
Crockett not making full payment of its fuel supply billings to BP Amoco because
it was not receiving payment on its energy sales. No default in principal or
interest payment has occurred. Crockett is current in its work-out payment
arrangements with BP Amoco for its prior billings and is current on new
billings.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The NRG Energy Annual Meeting of Stockholders was held on June 20, 2001
(the Annual Meeting) in Minneapolis, Minnesota. At the Annual Meeting, the
stockholders voted on the following matters: (i) to elect 9 Directors of NRG
Energy to serve until the Annual Meeting of Stockholders in 2002; (ii) to
approve the NRG Energy, Inc. 2000 Long-Term Incentive Compensation Plan; (iii)
to approve the Annual Incentive Plan for Designated Corporate Officers; (iv) to
ratify the appointment of PricewaterhouseCoopers LLP as independent auditors for
the fiscal year ended December 31, 2001. The stockholders elected management's
nominees as Directors, approved the 2000 Long-Term Incentive Compensation Plan,
approved the Annual Incentive Plan for Designated Corporate Officers and
ratified the appointment of PricewaterhouseCoopers LLP as independent auditors
for the fiscal year ended December 31, 2001, by the following votes,
respectively:

(i)  Election of Directors to serve until the Annual Meeting of
Stockholders in 2002:

------------------------------------ ----------------- ----------------
FOR            WITHHOLD
------------------------------------ ----------------- ----------------

David H. Peterson                    1,515,033,219        8,197,604
------------------------------------ ----------------- ----------------
Pierson M (Sandy) Grieve             1,522,775,103          455,720
------------------------------------ ----------------- ----------------
Luella G. Goldberg                   1,522,805,025          425,798
------------------------------------ ----------------- ----------------
William A Hodder                     1,522,809,853          420,970
------------------------------------ ----------------- ----------------
Wayne H. Brunetti                    1,515,039,717        8,191,106
------------------------------------ ----------------- ----------------
James J. Howard                      1,515,459,307        7,771,516
------------------------------------ ----------------- ----------------
Gary R. Johnson                      1,515,019,938        8,210,885
------------------------------------ ----------------- ----------------
Richard C. Kelly                     1,515,468,065        7,762,758
------------------------------------ ----------------- ----------------
Edward J. McIntyre                   1,515,039,483        8,191,340
------------------------------------ ----------------- ----------------

(ii) To approve the NRG Energy, Inc. 2000 Long-Term Incentive Compensation
Plan, FOR - 1,508,709,446, AGAINST - 7,393,960, ABSTAIN - 79,173,
BROKER NON-VOTE - 7,048,244.

(iii) To approve the Annual Incentive Plan for Designated Corporate
Officers, FOR - 1,513,095,902, AGAINST - 2,956,304, ABSTAIN - 130,373,
BROKER NON-VOTE - 7,048,244.

(iv) To ratify the appointment of PricewaterhouseCoopers LLP as independent
auditors for the fiscal year ended December 31, 2001, FOR -
1,522,940,946, AGAINST - 229,239, ABSTAIN - 60,638, BROKER NON-VOTE -
0.

26

29

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K
(A)     EXHIBITS

4.21 $2.0 billion credit agreement dated May 8, 2001 among NRG Finance
Company I LLC and certain financial institutions named therein.

4.22 $600 million credit agreement among NRG Energy and certain financial
institutions named therein.

10.42 Form of Severance Agreement entered into between NRG Energy and each
of the following executive officers: James Bender, Leonard Bluhm, 
Craig Mataczynski and John Noer

(B)     REPORTS ON FORM 8-K:

On April 3, 2001, NRG Energy filed a Form 8-K reporting under Item 5 -
Other Events.

NRG Energy announced the On March 23, 2001, NRG Energy Inc.
announced its appointment of W. Mark Hart to the position of
Senior Vice President, NRG Energy and President, NRG Europe and
Latin America.

On April 10, 2001, NRG Energy filed a Form 8-K reporting under Item 5 -
Other Events.

On April 5, 2001, NRG Energy completed the offering of
$350,000,000 of its 7.75% Senior Notes due 2011 and $340,000,000
of its 8.625% Senior Notes due 2031. In connection with NRG
Energy's December 2000 Registration Statement on Form S-3 (File
No. 333-52508), NRG Energy filed certain exhibits under Item 7 -
Exhibits.

On April 30, 2001, NRG Energy filed a Form 8-K reporting under Item 5 -
Other Events.

On April 25, 2001, NRG Energy, Inc. reported its financial 
results for the three months ended March 31, 2001.

On June 18, 2001, NRG Energy filed a Form 8-K under Item 5 - Other
Events.

On June 15, 2001, NRG Energy reported that it is on track to
achieve its stated goal of increasing earnings and megawatt
ownership.

On July 2, 2001, NRG Energy filed a Form 8-K under Item 2 - Acquisition
or Disposition of Assets.

On June 22, 2001, NRG Energy reported that it acquired 1,081
megawatts of baseload electric generating plants from Delmarva
Power and Light, a subsidiary of Wilmington, Delaware-based
Conectiv.

On July 18, 2001, NRG Energy filed a Form 8-K under Item 5 - Other
Events.

On July 16, 2001, NRG Energy completed the offering of
$340,000,000 of its 6.75% Senior Notes due 2006 and $160,000,000
of its 8.625% Senior Notes due 2031. In this connection, NRG
Energy filed certain exhibits.

On July 30, 2001, NRG Energy filed a Form 8-K reporting under Item 5 -
Other Events.

On July 25, 2001, NRG Energy, Inc. reported its financial results
for the second quarter of 2001.

27

30

On July 30, 2001, NRG Energy filed a Form 8-K reporting under Item 5 -
Other Events.

On July 26, 2001, NRG Energy, Inc. (NRG) reported that the
Federal Energy Regulatory Commission has instructed its staff to
convene a technical conference to "further explore issues related
to the competitive effects" resulting from NRG Energy's proposed
acquisition of the Bridgeport and New Haven Harbor Stations in
Connecticut. The action will result in the acquisition being
delayed beyond its previously expected close in the third quarter
of 2001.

CAUTIONARY STATEMENT REGARDING FORWARD LOOKING INFORMATION

The information presented in this Form 10-Q includes forward-looking
statements in addition to historical information. These Statements involve known
and unknown risks and relate to future events, or projected business results. In
some cases forward-looking statements may be identified by their use of such
words as "may," "expects," "plans," "anticipates," "believes," and similar
terms. Forward-looking statements are only predictions, and actual results may
differ materially from the expectations expressed in any forward-looking
statement. While NRG Energy believes that the expectations expressed in such
forward-looking statements are reasonable, we can give no assurances that these
expectations will prove to have been correct. In addition to any assumptions and
other factors referred to specifically in connection with such forward-looking
statements, factors that could cause actual results to differ materially from
those contemplated in any forward-looking statements include, among others, the
following:

o    Economic conditions including inflation rates and monetary or currency
exchange rate fluctuations;

o    Trade, monetary, fiscal, taxation, and environmental policies of
governments, agencies and similar organizations in geographic areas where
NRG Energy has a financial interest;

o    Customer business conditions including demand for their products or
services and supply of labor and materials used in creating their products
and services;

o    Financial or regulatory accounting principles or policies imposed by the
Financial Accounting Standards Board, the Securities and Exchange
Commission, the Federal Energy Regulatory Commission and similar entities
with regulatory oversight;

o    Availability or cost of capital such as changes in: interest rates; market
perceptions of the power generation industry, the Company or any of its
subsidiaries; or security ratings;

o    Factors affecting power generation operations such as unusual weather
conditions; catastrophic weather-related damage; unscheduled generation
outages, maintenance or repairs; unanticipated changes to fossil fuel, or
gas supply costs or availability due to higher demand, shortages,
transportation problems or other developments; environmental incidents; or
electric transmission or gas pipeline system constraints;

o    Employee workforce factors including loss or retirement of key executives,
collective bargaining agreements with union employees, or work stoppages;

o    Volatility of energy prices in a deregulated market environment;

o    Increased competition in the power generation industry;

o    Cost and other effects of legal and administrative proceedings,
settlements, investigations and claims;

o    Technological developments that result in competitive disadvantages and
create the potential for impairment of existing assets;

o    Factors associated with various investments including conditions of final
legal closing, partnership actions, competition, operating risks,
dependence on certain suppliers and customers, domestic and foreign
environmental and energy regulations;

o    Limitations on NRG Energy's ability to control the development or operation
of projects in which NRG Energy has less than 100% interest;

o    The lack of operating history at development projects, the lack of NRG
Energy's operating history at the projects not yet owned and the limited
operating history at the remaining projects provide only a limited basis
for management to project the results of future operations;

o    Risks associated with timely completion of projects under construction,
including obtaining competitive contracts, obtaining regulatory and
permitting approvals, local opposition, construction delays and other
factors beyond NRG Energy's control;

o    The failure to timely satisfy the closing conditions contained in the
definitive agreements for the acquisitions of projects subject to
definitive agreements but not yet closed, many of which are beyond NRG
Energy's control;

o    Factors challenging the successful integration of projects not previously
owned or operated by NRG Energy, including the ability to obtain operating
synergies;

28

31

o    Factors associated with operating in foreign countries including: delays in
permitting and licensing, construction delays and interruption of business,
political instability, risk of war, expropriation, nationalization,
renegotiation, or nullification of existing contracts, changes in law, and
the ability to convert foreign currency into United States dollars;

o    Changes in government regulation or the implementation of government
regulations, including pending changes within or outside of California as a
result of the California energy crisis, which could result in NRG Energy's
failure to obtain regulatory approvals required to close project
acquisitions, and which could adversely affect the continued deregulation
of the electric industry;

o    Other business or investment considerations that may be disclosed from time
to time in NRG Energy's Securities and Exchange Commission filings or in
other publicly disseminated written documents, including NRG Energy's
Registration Statement No. 333-62958, as amended, and all supplements
thereto.

NRG Energy undertakes no obligation or publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise. The foregoing review of factors that could cause our actual
results to differ materially from those contemplated in any forward-looking
statements included in this Form 10-Q should not be construed as exhaustive.

29

32

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

NRG ENERGY, INC.
(Registrant)

/s/ Leonard A. Bluhm
-----------------------------------------
Leonard A. Bluhm
Executive Vice President and Chief 
Financial Officer (Principal 
Financial Officer)

/s/ William T. Pieper 
-----------------------------------------
William T. Pieper
Vice President and Controller
(Principal Accounting Officer)

Date:  August 14, 2001 
-------------------

30

1

EXHIBIT 4.21
--------------------------------------------------------------------------------

CREDIT AGREEMENT

among

NRG FINANCE COMPANY I LLC,
a Delaware limited liability company
(Borrower)

and

CREDIT SUISSE FIRST BOSTON,
acting through its New York Branch
(Lead Arranger, Sole Book Runner,
Administrative Agent and Documentation Agent)

and

WESTDEUTSCHE LANDESBANK           CIBC INC.,         TD SECURITIES (USA) INC.,
GIROZENTRALE,              (Arranger and             (Arranger and 
NEW YORK BRANCH          Co-Syndication Agent)     Co-Syndication Agent) 
(Arranger and
Co-Administrative Agent)

INTESABCI S.P.A.                       KREDITANSTALT FUR 
NEW YORK BRANCH,                         WIEDERAUFBAU,
(Arranger and                           (Arranger and
Co-Documentation Agent)                 Co-Documentation Agent)

ABN AMRO BANK N.V.,       BANK OF AMERICA, N.A.,    BAYERISCHE HYPO- UND 
(Arranger)                 (Arranger)              VEREINSBANK AG,
NEW YORK BRANCH,
(Arranger)

BNP PARIBAS,             CITICORP USA, INC.,      DEUTSCHE BANC ALEX.
(Arranger)                 (Arranger)                  BROWN,
(Arranger)

FORTIS CAPITAL CORP.,        THE ROYAL BANK OF         THE BANK OF TOKYO-
(Arranger)                SCOTLAND PLC,            MITSUBISHI, LTD.,
(Arranger)               NEW YORK BRANCH
(Arranger)

and

THE FINANCIAL INSTITUTIONS PARTY HERETO FROM TIME TO TIME
(Banks)

DATED AS OF MAY 8, 2001

--------------------------------------------------------------------------------

2

TABLE OF CONTENTS
-----------------

PAGE
----

ARTICLE 1. DEFINITIONS............................................................................................1

1.1      Definitions.....................................................................................1
1.2      Rules of Interpretation.........................................................................1

ARTICLE 2. THE CREDIT FACILITIES..................................................................................1

2.1      Loans...........................................................................................1
2.1.1    Loan Facility..........................................................................1
2.1.2    Working

Capital Loan Facility..........................................................3
2.1.3    Interest Provisions Relating to Loans..................................................5
2.1.4    Register...............................................................................7
2.1.5    Promissory Notes.......................................................................7
2.1.6    Loan Funding...........................................................................8
2.1.7    Conversion of Loans....................................................................9
2.1.8    Prepayments............................................................................9
2.2      Total Commitments..............................................................................10
2.2.1    Loan Commitment.......................................................................10
2.2.2    Available Loan Commitments............................................................11
2.2.3    Reductions and Cancellations..........................................................11
2.2.4    Working Capital Loan Conversion to Development Loans..................................11
2.3      Fees...........................................................................................11
2.3.1    Lead Arranger Fee Letter..............................................................12
2.3.2    Loan Commitment Fees..................................................................12
2.3.3    Activation Fees.......................................................................12
2.4      Other Payment Terms............................................................................12
2.4.1    Place and Manner......................................................................12
2.4.2    Date..................................................................................12
2.4.3    Late Payments.........................................................................12
2.4.4    Net of Taxes, Etc.....................................................................13
2.4.5    Application of Payments...............................................................14
2.4.6    Withholding Exemption Certificates....................................................15
2.5      Pro Rata Treatment.............................................................................16
2.5.1    Loans, Commitment Reductions, Etc.....................................................16
2.5.2    Sharing of Payments, Etc..............................................................16
2.6      Change of Circumstances........................................................................16
2.6.1    Inability to Determine Rates..........................................................17
2.6.2    Illegality............................................................................17
2.6.3    Increased Costs.......................................................................17
2.6.4    Capital Requirements..................................................................18
2.6.5    Notice; Participating Banks' Rights...................................................18
2.7      Funding Losses.................................................................................19
2.8      Alternate Office; Minimization of Costs........................................................19

i

3

ARTICLE 3. CONDITIONS PRECEDENT..................................................................................20

3.1      Conditions Precedent to the Closing Date.......................................................20
3.1.1    Resolutions...........................................................................20
3.1.2    Incumbency............................................................................20
3.1.3    Formation Documents...................................................................20
3.1.4    Good Standing Certificates............................................................21
3.1.5    Third Party Consents..................................................................21
3.1.6    Credit Documents......................................................................21
3.1.7    UCC Reports...........................................................................22
3.1.8    Security Interests (Recording and Filings)............................................22
3.1.9    Certificate of Borrower...............................................................22
3.1.10   Legal Opinions........................................................................22
3.1.11   Project and Operating Budgets.........................................................22
3.1.12   Project Schedules.....................................................................23
3.1.13   Base Case Project Projections.........................................................23
3.1.14   Financial Statements..................................................................23
3.1.15   Establishment of Accounts.............................................................23
3.1.16   No Material Adverse Change............................................................23
3.1.17   Representations and Warranties........................................................23
3.1.18   No Default............................................................................24
3.1.19   No Litigation.........................................................................24
3.1.20   Payment of Bank and Consultant Fees...................................................24
3.1.21   Certificate of Independent Engineer...................................................24
3.1.22   No Downgrade..........................................................................24
3.1.23   NRG Fuel and Power Marketing Plan.....................................................24
3.1.24   Corporate Services Agreement..........................................................25
3.2      Conditions Precedent to the Initial Funding of each Subject Project............................25
3.2.1    Resolutions...........................................................................25
3.2.2    Incumbency............................................................................25
3.2.3    Formation Documents...................................................................25
3.2.4    Good Standing Certificates............................................................26
3.2.5    Third Party Consents..................................................................26
3.2.6    Operative Documents...................................................................26
3.2.7    Certificate of Borrower...............................................................31
3.2.8    Legal Opinions........................................................................31
3.2.9    Insurance.............................................................................31
3.2.10   Certificate of the Independent Engineer...............................................32
3.2.11   Reports of the Environmental Consultant...............................................32
3.2.12   Certificate of the Fuel Consultant....................................................32
3.2.13   Certificate of Power Marketing Consultant.............................................33
3.2.14   Power Marketing Plan..................................................................33
3.2.15   Fuel Plan.............................................................................33
3.2.16   Schedule of Applicable Permits and Applicable Third Party Permits.....................33
3.2.17   No Change in Tax Laws.................................................................34
3.2.18   Payment of Fees.......................................................................34

ii

4

3.2.19   Financial Statements..................................................................34
3.2.20   UCC Reports...........................................................................35
3.2.21   Base Case Project Projections.........................................................35
3.2.22   Project Schedules; Project Budgets; Operating Budgets.................................36
3.2.23   Real Estate Rights; A.L.T.A. Surveys..................................................36
3.2.24   Title Policies........................................................................37
3.2.25   Regulatory Status.....................................................................37
3.2.26   Notice to Proceed.....................................................................38
3.2.27   Utilities.............................................................................38
3.2.28   Election of Applicable Ratio..........................................................38
3.2.29   Diversified Revenue Requirements......................................................38
3.2.30   Updated Exhibits......................................................................38
3.2.31   Joint Venture Projects (Joint Ownership of Project Owner).............................39
3.3      Conditions Precedent to Each Development Credit Event..........................................39
3.3.1    Notice of Development Loan Borrowing..................................................40
3.3.2    Development Drawdown Certificate and Engineer's Certificate...........................40
3.3.3    Title Policy Endorsement..............................................................41
3.3.4    Lien Releases.........................................................................41
3.3.5    Applicable Permits....................................................................41
3.3.6    Additional Documentation..............................................................42
3.3.7    Casualty..............................................................................42
3.3.8    Insurance.............................................................................42
3.3.9    Representations and Warranties........................................................42
3.3.10   No Default............................................................................43
3.3.11   Operative Documents, Applicable Permits and Applicable Third Party Permits in Effect..43
3.3.12   No Material Adverse Effect............................................................43
3.3.13   No Litigation.........................................................................43
3.3.14   Development Loan Limitation...........................................................43
3.4      Conditions Precedent to the Funding of Working Capital Loans...................................43
3.4.1    Operative Documents...................................................................43
3.4.2    Legal Opinions........................................................................44
3.4.3    Payment of Fees.......................................................................45
3.4.4    Notice of Working Capital Loan Borrowing..............................................45
3.4.5    Working Capital Drawdown Certificate and Engineer's Certificate.......................45
3.4.6    Maximum Amount of Drawdown............................................................45
3.4.7    Insurance.............................................................................45
3.4.8    Representations and Warranties........................................................46
3.4.9    No Default............................................................................46
3.4.10   Operative Documents in Effect.........................................................46
3.4.11   No Material Adverse Effect............................................................46
3.4.12   No Litigation.........................................................................46
3.5      Conditions Precedent to Approved Acquisitions..................................................46
3.5.1    Diligence.............................................................................46
3.5.2    Resolutions...........................................................................46
3.5.3    Incumbency............................................................................47

iii

5

3.5.4    Formation Documents...................................................................47
3.5.5    Good Standing Certificates............................................................47
3.5.6    Third Party Consents..................................................................48
3.5.7    Operative Documents...................................................................48
3.5.8    Certificate of Borrower...............................................................53
3.5.9    Legal Opinions........................................................................53
3.5.10   Insurance.............................................................................54
3.5.11   Certificate of the Independent Engineer...............................................54
3.5.12   Reports of the Environmental Consultant...............................................54
3.5.13   Certificate of the Fuel Consultant....................................................55
3.5.14   Certificate of Power Marketing Consultant.............................................55
3.5.15   Power Marketing Plan..................................................................55
3.5.16   Fuel Plan.............................................................................55
3.5.17   Schedule of Applicable Permits and Applicable Third Party Permits.....................55
3.5.18   No Change in Tax Laws.................................................................57
3.5.19   Payment of Fees.......................................................................57
3.5.20   Financial Statements..................................................................57
3.5.21   UCC Reports...........................................................................57
3.5.22   Base Case Project Projections.........................................................57
3.5.23   Project Schedules; Project Budgets; Operating Budgets.................................58
3.5.24   Real Estate Rights;  A.L.T.A. Surveys.................................................58
3.5.25   Title Policies........................................................................59
3.5.26   Regulatory Status.....................................................................60
3.5.27   Election of Ratio.....................................................................60
3.5.28   Diversified Revenue Requirements......................................................60
3.5.29   Notice of Development Loan Borrowing..................................................60
3.5.30   Representations and Warranties........................................................61
3.5.31   No Default............................................................................61
3.5.32   No Material Adverse Effect............................................................61
3.5.33   No Litigation.........................................................................61
3.5.34   Joint Ventures (Joint Ownership of Acquisition Plant).................................61
3.5.35   Joint Venture Projects (Joint Ownership of Project)...................................61
3.5.36   Updated Exhibits......................................................................62
3.5.37   Equity Funding........................................................................62
3.5.38   Major Maintenance Election............................................................62
3.6      Conditions Precedent to Each Development Loan Related to Major Maintenance.....................63
3.6.1    Notice of Development Loan Borrowing..................................................63
3.6.2    Representations and Warranties........................................................63
3.6.3    No Default............................................................................63
3.6.4    No Material Adverse Effect............................................................63
3.6.5    No Litigation.........................................................................63
3.6.6    Operative Documents...................................................................63
3.6.7    Operative Documents in Effect.........................................................64
3.6.8    Legal Opinions........................................................................64

iv

6

3.6.9    Third Party Consents..................................................................64
3.6.10   Insurance.............................................................................65
3.6.11   Maintenance Budget....................................................................65
3.6.12   Major Maintenance Drawdown Certificate and Engineer's Certificate.....................65
3.6.13   Certificate of Borrower...............................................................65
3.6.14   Certificate of Independent Engineer...................................................65
3.6.15   Sufficiency of Funds..................................................................66
3.6.16   Base Case Project Projections.........................................................67
3.6.17   Payment of Filing Fees................................................................67
3.6.18   Additional Information................................................................67
3.7      Conditions Precedent to Initial Distributions of Project Revenues Generated by a Particular
Approved Project.............................................................................67
3.7.1    Notice of Completion..................................................................68
3.7.2    Completion............................................................................68
3.7.3    Annual Budget.........................................................................68
3.7.4    Insurance.............................................................................68
3.7.5    Applicable Permits and Applicable Third Party Permits.................................68
3.7.6    Real Estate Rights; A.L.T.A. Surveys..................................................69
3.7.7    Title Policy..........................................................................69
3.7.8    Operating Plans.......................................................................69
3.7.9    Recourse Obligations Certification....................................................69
3.8      Failure of Conditions Precedent to be Satisfied for a Particular Project or Acquisition........70
3.9      Funding of Equity..............................................................................70
3.10     No Approval of Work............................................................................70
3.11     Waiver of Funding; Adjustment of Drawdown Requests.............................................70
3.12     Conditions Precedent Related to Permitted IDA Financings.......................................70

ARTICLE 4. REPRESENTATIONS AND WARRANTIES........................................................................71

4.1      Organization...................................................................................71
4.1.1    Borrower..............................................................................71
4.1.2    Member................................................................................72
4.2      Capitalization.................................................................................72
4.3      Authorization; No Conflict.....................................................................72
4.4      Enforceability.................................................................................73
4.5      Compliance with Law............................................................................73
4.6      Contracts, Joint Ventures......................................................................73
4.7      Investment Company Act, Etc....................................................................73
4.8      ERISA..........................................................................................73
4.9      Permits........................................................................................74
4.10     Intellectual Property..........................................................................75
4.11     Hazardous Substance............................................................................75
4.12     Litigation.....................................................................................76
4.13     Labor Disputes and Acts of God.................................................................76
4.14     Project Documents..............................................................................76

v

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4.15     Disclosure.....................................................................................77
4.16     Private Offering by Borrower...................................................................77
4.17     Taxes..........................................................................................77
4.18     Governmental Regulation........................................................................78
4.19     Margin Stock...................................................................................78
4.20     Budgets; Projections...........................................................................78
4.21     Financial Statements...........................................................................79
4.22     Existing Defaults..............................................................................79
4.23     Offices, Location of Collateral................................................................79
4.24     Title and Liens................................................................................80
4.25     Collateral.....................................................................................81

ARTICLE 5. AFFIRMATIVE COVENANTS OF BORROWER.....................................................................81

5.1      Use of Proceeds and Revenues...................................................................81
5.1.1    Proceeds..............................................................................81
5.1.2    Revenues..............................................................................82
5.2      Payment........................................................................................82
5.3      Notices........................................................................................82
5.4      Financial Statements...........................................................................84
5.5      Books, Records, Access.........................................................................85
5.6      Compliance with Laws, Instruments, Etc.........................................................85
5.7      Reports........................................................................................85
5.8      Existence, Conduct of Business, Properties, Etc................................................85
5.9      Calculation of Ratios..........................................................................86
5.10     Indemnification................................................................................87
5.11     Operation of Approved Projects and Annual Operating Budget.....................................90
5.12     Further Assurances.............................................................................91
5.13     Maintenance of Insurance.......................................................................92
5.14     Market Study...................................................................................92
5.15     Revenue Payment to Borrower....................................................................92
5.16     Joint Venture Requirements.....................................................................92
5.17     Interest Rate Protection.......................................................................93

ARTICLE 6. NEGATIVE COVENANTS OF BORROWER........................................................................93

6.1      Contingent Liabilities.........................................................................93
6.2      Limitations on Liens...........................................................................93
6.3      Indebtedness...................................................................................93
6.4      Asset Dispositions; Release of Collateral......................................................93
6.4.1    Asset Dispositions....................................................................93
6.4.2    Release of Collateral.................................................................94
6.5      Changes; Subsidiaries..........................................................................96
6.5.1    Changes...............................................................................96
6.5.2    Subsidiaries..........................................................................96
6.6      Distributions..................................................................................97
6.7      Investments....................................................................................98

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6.8      Transactions With Affiliates...................................................................98
6.9      Margin Stock Regulations.......................................................................98
6.10     [Reserved].....................................................................................98
6.11     Partnerships, Etc..............................................................................99
6.12     Dissolution....................................................................................99
6.13     Suspension or Termination......................................................................99
6.14     Accounts.......................................................................................99
6.15     Name and Location; Fiscal Year.................................................................99
6.16     Assignment.....................................................................................99
6.17     Project Budget Amendments......................................................................99
6.18     Loan Proceeds; Project Revenues...............................................................100
6.19     Nature of Borrower............................................................................100
6.20     No Restrictions on Liens......................................................................100
6.21     Intercompany Loan Agreements and Flow of Funds................................................100

ARTICLE 7. EVENTS OF DEFAULT; REMEDIES..........................................................................100

7.1      Events of Default.............................................................................100
7.1.1    Failure to Make Payments.............................................................101
7.1.2    Judgments............................................................................101
7.1.3    Misstatements; Omissions.............................................................101
7.1.4    Bankruptcy; Insolvency...............................................................101
7.1.5    Debt Cross Default...................................................................101
7.1.6    ERISA................................................................................101
7.1.7    Breach of Terms of Agreement.........................................................102
7.1.8    Loss of Exemption....................................................................103
7.1.9    Security.............................................................................103
7.1.10   Change of Control....................................................................103
7.1.11   Project Default......................................................................103
7.1.12   Unenforceability of Credit Documents.................................................103
7.2      Remedies......................................................................................104
7.2.1    No Further Loans.....................................................................104
7.2.2    Prepayment of Loans..................................................................104
7.2.3    Cure by Administrative Agent.........................................................104
7.2.4    Acceleration.........................................................................104
7.2.5    Cash Collateral......................................................................104
7.2.6    Possession of Approved Projects and Assets...........................................105
7.2.7    Remedies Under Credit Documents......................................................105

ARTICLE 8. SCOPE OF LIABILITY...................................................................................105

ARTICLE 9. ADMINISTRATIVE AGENT; SUBSTITUTION; TECHNICAL COMMITTEE..............................................106

9.1      Appointment, Powers and Immunities............................................................106
9.2      Reliance by Administrative Agent..............................................................107

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9.3      Non-Reliance..................................................................................107
9.4      Defaults......................................................................................107
9.5      Indemnification...............................................................................108
9.6      Successor Administrative Agent................................................................108
9.7      Authorization.................................................................................109
9.8      Administrative Agent, Technical Committee and Other Agents....................................109
9.9      Amendments; Waivers...........................................................................109
9.10     Withholding Tax...............................................................................111
9.11     General Provisions as to Payments.............................................................111
9.12     Substitution of Bank..........................................................................112
9.13     Participation.................................................................................112
9.14     Transfer of Commitment........................................................................113
9.15     Laws..........................................................................................114
9.16     Assignability to Federal Reserve Bank.........................................................114
9.17     Technical Committee...........................................................................114
9.18     Notices to Technical Committee and Banks......................................................115

ARTICLE 10. INDEPENDENT CONSULTANTS.............................................................................115

10.1     Removal and Fees..............................................................................115
10.1.1   Independent Engineer.................................................................115
10.1.2   Insurance Consultant.................................................................116
10.1.3   Fuel Consultant......................................................................116
10.1.4   Power Marketing Consultant...........................................................117
10.2     Duties........................................................................................117
10.3     Independent Consultants' Certificates.........................................................117
10.4     Certification of Dates........................................................................118

ARTICLE 11. MISCELLANEOUS.......................................................................................118

11.1     Addresses.....................................................................................118
11.2     Additional Security; Right to Set-Off.........................................................120
11.3     Delay and Waiver..............................................................................120
11.4     Costs, Expenses and Attorneys' Fees; Syndication..............................................121
11.5     Entire Agreement..............................................................................122
11.6     Governing Law.................................................................................122
11.7     Severability..................................................................................122
11.8     Headings......................................................................................122
11.9     Accounting Terms..............................................................................122
11.10    Additional Financing..........................................................................122
11.11    No Partnership, Etc...........................................................................122
11.12    Deed of Trust/Collateral Documents............................................................123
11.13    Limitation on Liability.......................................................................123
11.14    Waiver of Jury Trial..........................................................................123
11.15    Consent to Jurisdiction.......................................................................123
11.16    Usury.........................................................................................124
11.17    Successors and Assigns........................................................................124
11.18    Counterparts..................................................................................124
11.19    Survival......................................................................................124

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INDEX OF EXHIBITS AND SCHEDULES

Exhibit A      Definitions and Rules of Interpretation

NOTES
Exhibit B      Form of Note

LOAN DISBURSEMENT PROCEDURES
Exhibit C-1    Form of Notice of Development Loan Borrowing
Exhibit C-2    Form of Notice of Working Capital Loan Borrowing
Exhibit C-3    Form of Confirmation of Interest Period Selection
Exhibit C-4    Form of Notice of Conversion of Loan Type
Exhibit C-5    Form of Development Loan Drawdown Certificate
Exhibit C-6    Form of Engineer's Construction Certificate
Exhibit C-7    Form of Working Capital Drawdown Certificate
Exhibit C-8    Form of Engineer's Working Capital Loan Disbursement Certificate
Exhibit C-9    Form of Major Maintenance Drawdown Certificate
Exhibit C-10   Form of Engineer's Major Maintenance Disbursement Certificate

EQUITY AND SECURITY-RELATED DOCUMENTS
Exhibit D-1    Form of Depositary Agreement
Exhibit D-2A   Form of Project Owner Guaranty
Exhibit D-2B   Form of NRG Energy Equity Undertaking
Exhibit D-3A   Form of Deed of Trust
Exhibit D-3B   Form of Mortgage
Exhibit D-3C   Form of Assignment of Rents
Exhibit D-4A   Form of Borrower Security Agreement
Exhibit D-4B   Form of Project Owner Security Agreement
Exhibit D-5    Schedule of Security Filings
Exhibit D-6    Form of Affiliate Subordination Agreement
Exhibit D-7    [Reserved]
Exhibit D-8    Form of Pledge Agreement

CONSENTS
Exhibit E-1    Form of Consent for Contracting Party

FUNDING CERTIFICATES
Exhibit F-1    Form of Borrower's Closing Certificate
Exhibit F-2    Form of Borrower's Funding Certificate
Exhibit F-3    Form of Borrower's Acquisition Funding Certificate
Exhibit F-4    Form of Insurance Consultant's Certificate
Exhibit F-5    Form of Independent Engineer's Closing Certificate
Exhibit F-6    Form of Independent Engineer's Funding Certificate
Exhibit F-7    Form of Fuel Consultant's Certificate
Exhibit F-8    Form of Power Marketing Consultant's Certificate

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Exhibit F-9    Form of Ratio Election Certificate
Exhibit F-10   Form of Major Maintenance Election Certificate
Exhibit F-11   Form of Borrower's Major Maintenance Funding Certificate
Exhibit F-12   Form of Engineer's Major Maintenance Funding Certificate

PROJECT DESCRIPTION EXHIBITS
Exhibit G-1    Description of Identified Projects
Exhibit G-2    Project Budgets and Operating Budgets
Appendix G-2A  Pike Project Budget
Appendix G-2B  Nelson Project Budget
Appendix G-2C  Hardee Project Budget
Appendix G-2D  Kaufman Project Budget
Appendix G-2E  Meriden Project Budget
Appendix G-2F  Big Cajun Expansion Project Budget
Appendix G-2G  Sterlington Project Budget
Appendix G-2H  Batesville Expansion Project Budget
Appendix G-2I  Bridgeport Operating Budget
Appendix G-2J  New Haven Operating Budget
Exhibit G-3    Project Scheduled Completion Dates
Exhibit G-4    Base Case Project Projections
Exhibit G-5    Pending Litigation
Exhibit G-6    Hazardous Substances Disclosure
Exhibit G-7    Form of Independent Engineer's Report Assumptions and Conclusions
Exhibit G-8    Form of Fuel Consultant's Report Assumptions and Conclusions
Exhibit G-9    Form of Power Marketer's Report Assumptions and Conclusions
Exhibit G-10   Form of NRG Power Marketing Plan
Exhibit G-11   Form of NRG Fuel Plan
Exhibit G-12A  Form of Turn-key EPC Contract
Exhibit G-12B  Form of Alternative Turn-key Contract
Exhibit G-12C  Form of Capped Turn-key Contract
Exhibit G-12D  Form of Supported Turn-key Contract
Exhibit G-13   Form of O&M Agreement
Exhibit G-14   Form of Corporate Services Agreement

OTHER
Exhibit H      Banks/Lending Offices
Exhibit I      Form of Annual Insurance Certificate
Exhibit J      Form of Non-Bank Certificate
Exhibit K      Insurance Requirements
Exhibit L      Form of Assignment Agreement
Exhibit M      Replacement Independent Engineer Firms
Exhibit N      Replacement Insurance Consultant Firms
Exhibit O      Replacement Fuel Consultant Firms
Exhibit P      Replacement Marketing Consultant Firms
Exhibit Q      Form of Intercompany Loan Agreement (Borrower as Lender)
Exhibit R      Form of Intercompany Loan Agreement (Affiliate as Lender)

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Exhibit S      Form of NRG Energy Release Certificate
Schedule A     Acceptable Technologies and Fuels
Schedule B     Refinancing Plan
Schedule 3.2.6 Construction Options
Schedule 4.2   Portfolio Entities
Schedule 4.23  Chief Executive Offices of Portfolio Entities and Other Matters 
Related to Collateral

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13

This CREDIT AGREEMENT (as amended, amended and restated, supplemented, or
otherwise modified from time to time, this "Agreement"), dated as of May 8,
2001, is entered into among NRG FINANCE COMPANY I LLC, a limited liability
company formed under the laws of the State of Delaware, as Borrower, CREDIT
SUISSE FIRST BOSTON, acting through its New York Branch, as Administrative
Agent, Documentation Agent and Lead Arranger, WESTDEUTSCHE LANDESBANK
GIROZENTRALE, NEW YORK BRANCH, in its capacity as an arranger and a
co-administrative agent ("West LB"), INTESABCI S.P.A. NEW YORK BRANCH, in its
capacity as an arranger and a co-documentation agent ("INTESABCI"),
KREDITANSTALT FUR WIEDERAUFBAU, in its capacity as an arranger and a
co-documentation agent ("KFW"), CIBC INC., in its capacity as an arranger and a
co-syndication agent ("CIBC"), TD SECURITIES (USA) INC., in its capacity as an
arranger and a co-syndication agent, ("TD"), ABN AMRO BANK N.V., in its capacity
as an arranger ("ABN"), BANK OF AMERICA, N.A., in its capacity as an arranger
("BOA"), BAYERISCHE HYPO- UND VEREINSBANK AG, NEW YORK BRANCH, in its capacity
as an arranger ("HYPO"), BNP PARIBAS, in its capacity as an arranger ("BNP"),
CITICORP USA, INC., in its capacity as an arranger ("CITICORP"), DEUTSCHE BANC
ALEX. BROWN, in its capacity as an arranger ("DBAB"), FORTIS CAPITAL CORP., in
its capacity as an arranger ("FORTIS"), THE ROYAL BANK OF SCOTLAND PLC, in its
capacity as an arranger ("RBS"), THE BANK OF TOKYO-MITSUBISHI, LTD., NEW YORK
BRANCH, in its capacity as an arranger ("BOTM", together with West LB,
INTESABCI, KFW, CIBC, TD, ABN, BOA, HYPO, BNP, CITICORP, DBAB, FORTIS and RBS,
collectively, "Arrangers"), and THE FINANCIAL INSTITUTIONS PARTY HERETO FROM
TIME TO TIME AS LENDERS (individually, a "Bank" and, collectively, "Banks").

In consideration of the agreements herein and in the other Credit Documents
and in reliance upon the representations and warranties set forth herein and
therein, the parties agree as follows:

ARTICLE 1.
DEFINITIONS

1.1 Definitions. Except as otherwise expressly provided, capitalized terms
used in this Agreement shall have the meanings given in Exhibit A hereto.

1.2 Rules of Interpretation. Except as otherwise expressly provided, the
rules of interpretation set forth in Exhibit A hereto shall apply to this
Agreement and the other Credit Documents.

ARTICLE 2.
THE CREDIT FACILITIES

2.1 Loans.

2.1.1 Loan Facility.

(a) Availability. Subject to the terms and conditions set forth
in this Agreement and in reliance upon the representations and warranties of
Borrower herein set forth, each Bank severally agrees to advance to Borrower
from time to time during the Loan 

14

Availability Period such loans as Borrower may request pursuant to this Section
2.1.1 (individually, a "Development Loan" and, collectively, the "Development
Loans") in an aggregate principal amount which, when added to such Bank's
Proportionate Share of the aggregate principal amount of all Loans then
outstanding, does not exceed such Bank's Loan Commitment. Subject to the terms
hereof (including the conditions to advances set forth in Article 3), Borrower
may borrow, repay and reborrow the Development Loans from time to time during
the Loan Availability Period.

(b) Notice of Development Loan Borrowing. Borrower shall request
a Development Loan by delivering to Administrative Agent a written notice in the
form of Exhibit C-1 hereto, appropriately completed (a "Notice of Development
Loan Borrowing"), which specifies, among other things:

(i) Whether the requested Loan will bear interest as provided
in (1) Section 2.1.1(c)(i) (individually, a "Base Rate Development
Loan") and/or (2) Section 2.1.1(c)(ii) (individually, a "LIBOR
Development Loan");

(ii) The aggregate principal amount of the requested Loan,
which (A) shall be in the minimum amount of $2,000,000 and integral
multiples of $500,000 in excess of thereof and, (B) after giving effect
to the making of the requested Loan, shall not exceed the then current
Available Development Loan Commitment;

(iii) The proposed date of the requested Loan (which shall be
a Banking Day);

(iv) In the case of any Loan requested to be made as a LIBOR
Development Loan, the initial Interest Period requested therefor (which
shall be a period contemplated by Section 2.1.3(b));

(v) The Applicable Margin which will be in effect as of the
proposed date of the requested Loan; and

(vi) The Acquisition(s) to which such Loan relates and/or the
Identified Project(s) and/or the Non-Identified Project(s) to which
such Loan relates.

Borrower shall request no more than three Development Loans per month,
provided that, upon the prior written consent of Administrative Agent, Borrower
may request four Development Loans in any particular month. Borrower shall give
each Notice of Development Loan Borrowing to Administrative Agent so as to
provide the Minimum Notice Period applicable to Loans of the Type requested. Any
Notice of Development Loan Borrowing shall be irrevocable and Borrower shall be
bound to borrow a Development Loan in accordance therewith. Each Notice of
Development Loan Borrowing shall be delivered by first-class mail or telecopy to
Administrative Agent at the office or to the telecopy number and during the
hours specified in Section 11.1; provided, however, that Borrower shall promptly
deliver to Administrative Agent the original of any Notice of Development Loan
Borrowing initially delivered by telecopy.

2

15

Borrower shall notify Administrative Agent prior to the making of any
Development Loan in the event that any of the matters to which Borrower is
required to certify in the applicable Notice of Development Loan Borrowing is no
longer accurate and complete as of the date of the applicable Development Loan,
and the acceptance by Borrower of the proceeds of any Development Loan shall
constitute a re-certification by Borrower, as of the applicable Funding Date, as
to the matters to which Borrower is required to certify in the applicable Notice
of Development Loan Borrowing or any certificate delivered in connection
therewith.

(c) Development Loan Interest. Subject to the provisions of
Sections 2.4.3, 2.4.4 and 2.6.3, each Development Loan shall bear interest on
the unpaid principal amount thereof from the date of such Development Loan until
the maturity or prepayment thereof at a rate determined by reference to the Base
Rate or the LIBO Rate. The applicable basis for determining the rate of interest
with respect to any Development Loan shall be selected by Borrower initially at
the time a Notice of Development Loan Borrowing is given with respect to such
Development Loan pursuant to Section 2.1.1(b), and the basis for determining the
interest rate with respect to any Development Loan may be changed from time to
time pursuant to Section 2.1.7. If on any day a Development Loan is outstanding
with respect to which notice has not been delivered to Administrative Agent in
accordance with the terms of this Agreement specifying the applicable basis for
determining the rate of interest, then for that day that Development Loan shall
bear interest determined by reference to the Base Rate.

Subject to the provisions of Sections 2.4.3, 2.4.4 and 2.6.3, Borrower
shall pay interest on the unpaid principal amount of each Development Loan from
the date of such Development Loan until the maturity or prepayment thereof at
the following rates per annum:

(i) With respect to the principal portion of such Development
Loan which is, and during such periods as such Development Loan is, a
Base Rate Development Loan, at a rate per annum equal to the Base Rate
plus the Applicable Margin, such rate to change from time to time as
the Base Rate shall change; and

(ii) With respect to the principal portion of such Development
Loan which is, and during such portion of such periods as such
Development Loan is, a LIBOR Development Loan, at a rate per annum, at
all times during each Interest Period for such LIBOR Development Loan,
equal to the LIBO Rate for such Interest Period plus the Applicable
Margin.

(d) Development Loan Principal Payments. Borrower shall repay to
Administrative Agent, for the account of each Bank, in full on the Loan Maturity
Date the unpaid principal amount of all Development Loans made by such Bank.

2.1.2 Working Capital Loan Facility.

(a) Availability. Subject to the terms and conditions set forth
in this Agreement and in reliance upon the representations and warranties of
Borrower herein set forth, each Bank severally agrees to advance to Borrower
from time to time during the Loan Availability Period such loans as Borrower may
request pursuant to this Section 2.1.2 (individually, a "Working Capital Loan"
and, collectively, the "Working Capital Loans") in an 

3

16

aggregate principal amount which, when added to such Bank's Proportionate Share
of the aggregate principal amount of all Working Capital Loans outstanding, does
not exceed such Bank's Working Capital Loan Commitment. Subject to the terms
hereof (including the conditions to advances set forth in Article 3), Borrower
may borrow, repay and reborrow the Working Capital Loans from time to time
during the Loan Availability Period.

(b) Notice of Working Capital Loan Borrowing. Borrower shall
request a Working Capital Loan by delivering to Administrative Agent a written
notice in the form of Exhibit C-2 hereto, appropriately completed (a "Notice of
Working Capital Loan Borrowing"), which specifies, among other things:

(i) Whether the requested Loan will bear interest as provided
in (1) Section 2.1.2(c)(i) (individually, a "Base Rate Working Capital
Loan") and/or (2) Section 2.1.2(c)(ii) (individually, a "LIBOR Working
Capital Loan");

(ii) The aggregate principal amount of the requested Loan,
which (A) shall be in the minimum amount of $1,000,000 and integral
multiples of $100,000 in excess of that amount and, (B) after giving
effect to making of the requested Loan, shall not exceed the then
current Available Working Capital Commitment;

(iii) The proposed date of the requested Loan (which shall be
a Banking Day);

(iv) In the case of any Loan requested to be made as a LIBOR
Working Capital Loan, the initial Interest Period requested therefor
(which shall be a period contemplated by Section 2.1.3(b));

(v) The Applicable Margin which will be in effect as of the
proposed date of the requested Loan; and

(vi) In the case of any Working Capital Loan the proceeds of
which will be used to finance the purchase of assets (including the
funding of progress payments in respect of any Approved Turbine), a
description of such assets sufficiently detailed to permit
Administrative Agent to identify the Working Capital Loans associated
with such assets for the purpose of converting such Working Capital
Loans to Development Loans pursuant to Section 2.2.4.

Borrower shall request no more than three Working Capital Loans per month,
provided that, upon the prior written consent of Administrative Agent, Borrower
may request four Working Capital Loans in any particular month. Borrower shall
give each Notice of Working Capital Loan Borrowing to Administrative Agent so as
to provide the Minimum Notice Period applicable to Loans of the Type requested.
Any Notice of Working Capital Loan Borrowing shall be irrevocable and Borrower
shall be bound to borrow a Working Capital Loan in accordance therewith. Each
Notice of Working Capital Loan Borrowing shall be delivered by first-class mail
or telecopy to Administrative Agent at the office or to the telecopy number and
during the hours specified in Section 11.1; provided, however, that Borrower
shall promptly deliver to Administrative Agent the original of any Notice of
Working Capital Loan Borrowing initially delivered by telecopy.

4

17

Borrower shall notify Administrative Agent prior to the making of any
Working Capital Loans in the event that any of the matters to which Borrower is
required to certify in the applicable Notice of Working Capital Loan Borrowing
is no longer accurate and complete as of the applicable Funding Date, and the
acceptance by Borrower of the proceeds of any Working Capital Loan shall
constitute a re-certification by Borrower, as of the date of the applicable
Loan, as to the matters to which Borrower is required to certify in the
applicable Notice of Working Capital Loan Borrowing or any certificate delivered
in connection therewith.

(c) Working Capital Loan Interest. Subject to the provisions of
Sections 2.4.3, 2.4.4 and 2.6.3, each Working Capital Loan shall bear interest
on the unpaid principal amount thereof from the date of such Working Capital
Loan until the maturity or prepayment thereof at a rate determined by reference
to the Base Rate or the LIBO Rate. The applicable basis for determining the rate
of interest with respect to any Working Capital Loan shall be selected by
Borrower initially at the time a Notice of Working Capital Loan Borrowing is
given with respect to such Working Capital Loan pursuant to Section 2.1.2(b),
and the basis for determining the interest rate with respect to any Working
Capital Loan may be changed from time to time pursuant to Section 2.1.7. If on
any day a Working Capital Loan is outstanding with respect to which notice has
not been delivered to Administrative Agent in accordance with the terms of this
Agreement specifying the applicable basis for determining the rate of interest,
then for that day that Working Capital Loan shall bear interest determined by
reference to the Base Rate.

Subject to the provisions of Sections 2.4.3, 2.4.4 and 2.6.3, Borrower
shall pay interest on the unpaid principal amount of each Working Capital Loan
from the date of such Working Capital Loan until the maturity or prepayment
thereof at the following rates per annum:

(i) With respect to the principal portion of such Working
Capital Loan which is, and during such periods as such Working Capital
Loan is, a Base Rate Working Capital Loan, at a rate per annum equal to
the Base Rate plus the Applicable Margin, such rate to change from time
to time as the Base Rate shall change; and

(ii) With respect to the principal portion of such Working
Capital Loan which is, and during such portion of such periods as such
Working Capital is, a LIBOR Working Capital Loan, at a rate per annum,
at all times during each Interest Period for such LIBOR Working Capital
Loan, equal to the LIBO Rate for such Interest Period plus the
Applicable Margin.

(d) Working Capital Loan Principal Payments. Borrower shall repay
to Administrative Agent, for the account of each Bank, in full on the Loan
Maturity Date the unpaid principal amount of all Working Capital Loans made by
such Bank.

2.1.3 Interest Provisions Relating to Loans.

(a) Interest Payment Dates. Borrower shall pay accrued interest
on the unpaid principal amount of each Loan (i) in the case of each Base Rate
Loan, on the last Banking Day of each calendar quarter, (ii) in the case of each
LIBOR Loan, on the last day of each 

5

18

Interest Period related to such LIBOR Loan and, if such Interest Period is
longer than three months, every three months after the date of such LIBOR Loan
and (iii) in all cases, upon prepayment (to the extent thereof and including any
optional prepayments or Mandatory Prepayments), upon conversion from one Type of
Loan to another Type, and at maturity.

(b) LIBOR Loan Interest Periods.

(i) In connection with each LIBOR Loan, Borrower may, pursuant
to the applicable Notice of Borrowing or Notice of Conversion of Loan
Type, as the case may be, select an Interest Period to be applicable to
such LIBOR Loan, which Interest Period shall be one, two, three, six
or, if available to all Banks and made available by Administrative
Agent, nine or 12 months. Notwithstanding anything to the contrary
herein, (A) any Interest Period which would otherwise end on a day
which is not a Banking Day shall be extended to the next succeeding
Banking Day unless such next Banking Day falls in another calendar
month, in which case such Interest Period shall end on the immediately
preceding Banking Day; (B) any Interest Period which begins on the last
Banking Day of a calendar month (or on a day for which there is no
numerically corresponding day in the calendar month at the end of such
Interest Period) shall end on the last Banking Day of a calendar month;
(C) Borrower may not select Interest Periods which would leave a
greater principal amount of Loans subject to Interest Periods ending
after a date upon which Loans are or may be required to be repaid than
principal amount of Loans scheduled to be outstanding after such date;
(D) no Interest Period with respect to any portion of the Loans shall
extend beyond the Loan Maturity Date; (E) LIBOR Loans for each Interest
Period shall be in the amount of at least $1,000,000; (F) Borrower may
not at any time have outstanding more than ten different Interest
Periods relating to LIBOR Loans; (G) if Borrower fails to specify an
Interest Period for any LIBOR Loan in accordance with the terms of this
Agreement, (1) in the case of a requested Loan, Borrower shall be
deemed to have specified such Loans as Base Rate Loans in the
applicable Notice of Borrowing, and (2) in the case of outstanding
Loans, such Loans shall automatically convert to Base Rate Loans on the
last day of the current Interest Period therefor; and (H) for the
period from and after the Closing Date to and including the date which
is six months after the Closing Date, Borrower may only select a one
month Interest Period.

(ii) Borrower may contact Administrative Agent at any time
prior to the end of an Interest Period for a quotation of Interest
Rates in effect at such time for given Interest Periods and
Administrative Agent shall promptly provide such quotation. Borrower
may select an Interest Period telephonically within the time periods
specified in Section 2.1.7, which selection shall be irrevocable on and
after the applicable Minimum Notice Period. Borrower shall confirm such
telephonic notice to Administrative Agent by delivering to
Administrative Agent by telecopy on the day such notice is given a
written notice in substantially the form of Exhibit C-3 hereto (a
"Confirmation of Interest Period Selection"). Borrower shall promptly
deliver to Administrative Agent the original of the Confirmation of
Interest Period Selection initially delivered by telecopy.
Administrative Agent shall as soon as practicable (and, in any case,
within two Banking Days after delivery of the Confirmation of Interest
Period 

6

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Selection) notify Borrower of each determination of the Interest
Rate applicable to each Loan.

(c) Interest Computations. All computations of interest on Base
Rate Loans shall be based upon a year of 365 days (or 366 days in a leap year),
and shall be payable for the actual days elapsed (including the first day but
excluding the last day). All computations of interest on LIBOR Loans shall be
based upon a year of 360 days, and shall be payable for the actual days elapsed
(including the first day but excluding the last day). Borrower agrees that all
computations by Administrative Agent of interest shall be conclusive and binding
in the absence of manifest error.

2.1.4 Register.

(a) Administrative Agent shall maintain, at its address referred
to in Section 11.1, a register for the recordation of the names and addresses of
Banks and the Loan Commitments and Loans of each Bank from time to time (the
"Register"). The Register shall be available for inspection by Borrower at any
reasonable time and from time to time upon reasonable prior notice.

(b) Administrative Agent shall record in the Register (i) the
Loan Commitment and the Loans from time to time of each Bank, (ii) the interest
rates applicable to all Loans and the effective dates of all changes thereto,
(iii) the Interest Period for each LIBOR Loan, (iv) the date and amount of any
principal or interest due and payable or to become due and payable from Borrower
to each Bank hereunder, (v) each repayment or prepayment in respect of the
principal amount of the Loans of each Bank, (vi) the amount of any sum received
by Administrative Agent hereunder for the account of Banks and each Bank's share
thereof and (vii) such other information as Administrative Agent may determine
is necessary for administering the Loans and this Agreement. Any such
recordation shall be conclusive and binding on Borrower and each Bank, absent
manifest error; provided that neither failure to make any such recordation, nor
any error in such recordation, shall affect any Bank's Loan Commitment or
Borrower's Obligations in respect of any applicable Loans or otherwise; and
provided, further that in the event of any inconsistency between the Register
and any Bank's records, the recordations in the Register shall govern.

2.1.5 Promissory Notes. If requested by any Bank, the obligation of
Borrower to repay the Loans made by such requesting Bank and to pay interest
thereon at the rates provided herein shall be evidenced by a promissory note in
the form of Exhibit B hereto (a "Note"), each payable to the order of such
requesting Bank and in the principal amount of such Bank's Loan Commitment.
Borrower authorizes each such requesting Bank to record on the schedule annexed
to such Bank's Note, the date and amount of each Loan made by such Bank, and
each repayment or prepayment of principal thereunder and agrees that all such
notations shall constitute prima facie evidence of the matters noted; provided
that in the event of any inconsistency between the Register and any Bank's
records, the recordations in the Register shall govern; and provided, further
that neither the failure to issue any Note or to make any such notation, nor any
error in such notation, shall affect the validity of Borrower's obligations to
repay the full unpaid principal amount of the Loans or the duties of Borrower
hereunder or 

7

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thereunder. Borrower further authorizes each Bank which receives a Note to
attach to and make a part of such Bank's Note continuations of the schedule
attached thereto as necessary.

2.1.6 Loan Funding.

(a) Notice. Each Notice of Borrowing shall be delivered by
Borrower to Administrative Agent in accordance with Section 11.1. Administrative
Agent shall promptly notify each Bank of the contents of each Notice of
Borrowing.

(b) Pro Rata Loans. All Loans shall be made on a pro rata basis
by Banks in accordance with their respective Proportionate Shares of such Loans,
with each Loan to consist of a Loan by each Bank equal to such Bank's
Proportionate Share of such Loan.

(c) Bank Funding. Each Bank shall, before 11:00 a.m. on the
applicable Funding Date, make available to Administrative Agent by wire transfer
of immediately available funds in Dollars to the account of Administrative Agent
most recently designated by it for such purpose, such Bank's Proportionate Share
of such Loan. The failure of any Bank to make the Loan to be made by it as part
of any Loan shall not relieve any other Bank of its obligation hereunder to make
its Loan on the applicable Funding Date. No Bank shall be responsible for the
failure of any other Bank to make the Loan to be made by such other Bank on the
applicable Funding Date.

Unless Administrative Agent shall have been notified by any Bank prior to
the applicable Funding Date that such Bank does not intend to make available to
Administrative Agent the amount of such Bank's Proportionate Share of such Loan
requested on such date, Administrative Agent may assume that such Bank has made
such amount available to Administrative Agent on such date in accordance with
the prior paragraph and Administrative Agent may, in its sole discretion and in
reliance upon such assumption, make available to Borrower a corresponding amount
on such date. If such corresponding amount is not in fact made available to
Administrative Agent by such Bank, Administrative Agent shall be entitled to
recover such corresponding amount on demand (and, in any event, within two
Banking Days from the applicable Funding Date) from such Bank together with
interest thereon, for each day from the applicable Funding Date until the date
such amount is paid to Administrative Agent, at the Federal Funds Rate for the
first two Banking Days after such date. If such Bank pays such amount to
Administrative Agent, then such amount shall constitute such Bank's
Proportionate Share of such Loan included in such Loan. If such Bank does not
pay such corresponding amount forthwith upon Administrative Agent's demand
therefor or within two Banking Days from the applicable Funding Date,
Administrative Agent shall promptly notify Borrower and Borrower shall
immediately pay such corresponding amount to Administrative Agent together with
interest thereon, for each day from the applicable Funding Date until the date
such amount is paid to Administrative Agent, at the rate then payable under this
Agreement for Base Rate Loans. Nothing in this Section 2.1.6(c) shall be deemed
to relieve any Bank from its obligation to fulfill its Obligations hereunder or
to prejudice any rights that Borrower may have against any Bank as a result of
any default by such Bank hereunder.

(d) Development Account. No later than 1:00 p.m. on the date
specified in each Notice of Borrowing, if the applicable conditions precedent
listed in Article 3 

8

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have been satisfied or waived in accordance with the terms thereof and, subject
to Section 2.1.6(c) above, to the extent Administrative Agent shall have
received the appropriate funds from Banks, Administrative Agent will make
available the Loans requested in such Notice of Borrowing (or so much thereof as
Banks shall have approved pursuant to this Agreement) in Dollars and in
immediately available funds, at Administrative Agent's New York Branch, and
shall deposit such Loans into the Development Account.

2.1.7 Conversion of Loans. Borrower may convert Loans from one Type of
Loans to another Type; provided, however, that (a) any conversion of LIBOR Loans
into Base Rate Loans shall be made on, and only on, the first day after the last
day of an Interest Period for such LIBOR Loans and (b) Loans shall be converted
only in amounts of $2,000,000 or more. Borrower shall request each such
conversion by delivering to Administrative Agent a written notice in the form of
Exhibit C-4 hereto, appropriately completed (a "Notice of Conversion of Loan
Type"), which specifies:

(a) The Loans, or portion thereof, which are to be converted;

(b) The Type into which such Loans, or portion thereof, are to be
converted;

(c) If such Loans are to be converted into LIBOR Loans, the
initial Interest Period selected by Borrower for such Loans (which Interest
Period shall be selected in accordance with Section 2.1.3(b));

(d) The Applicable Margin which will be in effect as of the day
of the requested conversion; and

(e) The proposed date of the requested conversion (which shall be
a Banking Day and otherwise in accordance with this Section 2.1.7).

Borrower shall so deliver each Notice of Conversion of Loan Type to
Administrative Agent so as to provide at least the applicable Minimum Notice
Period. Any Notice of Conversion of Loan Type shall be irrevocable and Borrower
shall be bound to make a conversion in accordance therewith. Each Notice of
Conversion of Loan Type shall be delivered by first-class mail or telecopy to
Administrative Agent at the office or to the telecopy number and during the
hours specified in Section 11.1; provided, however, that Borrower shall promptly
deliver to Administrative Agent the original of any Notice of Conversion of Loan
Type initially delivered by telecopy. Administrative Agent shall promptly notify
each Bank of the contents of each Notice of Conversion of Loan Type.

2.1.8 Prepayments.

(a) Terms of All Prepayments. Upon the prepayment of any Loan
(whether such prepayment is an optional prepayment under Section 2.1.8(b) or a
Mandatory Prepayment), Borrower shall pay to Administrative Agent for the
account of Bank which made such Loan, as applicable, (i) all accrued interest to
the date of such prepayment on the amount prepaid, (ii) all accrued fees to the
date of such prepayment of the amount being prepaid, and (iii) if such
prepayment is the prepayment of a LIBOR Loan on a day other than the last day of

9

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an Interest Period for such LIBOR Loan, all Liquidation Costs incurred by such
Bank as a result of such prepayment. Notwithstanding the foregoing, but only in
respect of any Mandatory Prepayment, Borrower shall have the right, by giving
five Banking Days' notice to Administrative Agent, in lieu of prepaying a LIBOR
Loan on a day other than the last day of an Interest Period for such LIBOR Loan,
to deposit or cause Administrative Agent to deposit, into an account to be held
by Depositary Agent (which account shall be subjected to the Lien of the
Collateral Documents in a manner satisfactory to Administrative Agent) an amount
equal to the LIBOR Loans to be prepaid. Such funds shall be held in such account
until the expiration of the Interest Period applicable to the LIBOR Loan to be
prepaid at which time the amount deposited in such account shall be used to
prepay such LIBOR Loan and any interest accrued on such amount shall be
deposited in the Revenue Account. The deposit of amounts into such account shall
not constitute a prepayment of Loans and all Loans to be prepaid using the
proceeds from such account shall continue to accrue interest at the then
applicable interest rate for such Loans until actually prepaid. All amounts in
such account shall only be invested in Permitted Investments as directed by and
at the expense and risk of Borrower. Borrower may reborrow the principal amount
of any Loan which is prepaid.

(b) Optional Prepayments. Subject to Section 2.1.8(a), Borrower
may, at its option and without penalty, upon five Banking Days' notice to
Administrative Agent, prepay any Loans in whole or in part in minimum amounts of
$5,000,000 or an incremental multiple of $1,000,000 in excess thereof.

(c) Mandatory Prepayments.

(i) Borrower shall prepay (or cause to be prepaid) Loans to
the extent required by Section 2.1.8(c)(ii), 2.1.8(c)(iii), 2.6.2, or
7.2.2 of this Agreement, or any other provision of this Agreement or
any other Credit Document which requires prepayment of Loans (such
prepayment, "Mandatory Prepayment").

(ii) On the Banking Day on which Borrower receives the
proceeds of any Final Equity Funding Payment or any Final Plant Funding
Payment made by NRG Energy pursuant to and in accordance with Section
2.1.1 or 2.1.2 of the NRG Energy Equity Undertaking, as the case may
be, Borrower shall prepay the Loans in an aggregate amount equal to the
amount of such proceeds.

(iii) In the event any Funded Working Capital Asset does not
become a Converted Asset within eighteen months of the date of the
initial funding of any such Funding Working Capital Asset hereunder,
then Borrower shall prepay the Working Capital Loans in an aggregate
principal amount equal to the amount of all Working Capital Loans made
hereunder to fund any payments made in respect of such Funded Working
Capital Asset.

2.2 Total Commitments.

2.2.1 Loan Commitment. The aggregate principal amount of all Loans
outstanding at any time or times shall not exceed $2,000,000,000 or, if such
amount is reduced by Borrower pursuant to Section 2.2.3, such lower amount (such
amount, as so reduced from 

10

23

time to time, the "Total Loan Commitment"). The amount of each Bank's Loan
Commitment is set forth on Exhibit H hereto (which Exhibit shall be
automatically amended without further action upon the assignment of any such
Bank's Loan Commitment in accordance with the terms hereof to give effect to any
such assignment).

2.2.2 Available Loan Commitments. Without limiting anything set forth
in Section 2.2.1, (a) the aggregate principal amount of all (i) Development
Loans outstanding at any time or times shall not exceed the then current
Available Development Loan Commitment and (ii) Working Capital Loans outstanding
at any time or times shall not exceed the then current Available Working Capital
Commitment, and (b) the sum of Development Loans outstanding plus Working
Capital Loans outstanding shall not exceed the then current Total Loan
Commitment.

2.2.3 Reductions and Cancellations. Borrower may, from time to time
upon five Banking Days written notice to Administrative Agent, permanently
reduce, by an amount of $10,000,000 or an integral multiple of $1,000,000 in
excess thereof or cancel in its entirety the Total Loan Commitment and/or the
Total Working Capital Loan Commitment. Notwithstanding the foregoing, Borrower
may not reduce or cancel the Total Loan Commitment and/or the Total Working
Capital Loan Commitment if, after giving effect to such reduction or
cancellation, (a) the sum of the aggregate principal amount of all Loans then
outstanding would exceed the Total Loan Commitment, (b) the Available
Development Funds would not, in the reasonable judgment of the Technical
Committee and the Independent Engineer, be equal to or exceed remaining Project
Costs for all Approved Projects and Approved Turbines, or (c) such reduction or
cancellation would cause an Inchoate Default or an Event of Default, or have a
Borrower Material Adverse Effect or a Project Material Adverse Effect. Borrower
shall pay to Administrative Agent any Commitment Fees then due upon any
cancellation and, from the effective date of any reduction, the Commitment Fees
shall be computed on the basis of the Available Loan Commitment, as so reduced.
Once reduced or canceled, none of the Total Loan Commitment or the Working
Capital Loan Commitment may be increased or reinstated. Any reductions in the
Total Loan Commitment or the Total Working Capital Loan Commitment pursuant to
this Section 2.2.3 shall be applied ratably to each Bank's respective
Commitments in accordance with Section 2.5.1.

2.2.4 Working Capital Loan Conversion to Development Loans. In the
event an Identified Project or Non-Identified Project satisfies the conditions
precedent to initial funding pursuant to Section 3.2, and prior to such initial
funding the assets assigned to such Project (as set forth in the applicable
Notice of Working Capital Loan Borrowing), if any, were Funded Working Capital
Assets, the Working Capital Loans associated with such Funded Working Capital
Assets shall be automatically converted for all purposes hereof into Development
Loans and shall cease to be considered outstanding Working Capital Loans,
including for purposes of Section 2.2.2, in each case such conversion being
effective as of the initial Funding Date with respect to such Project (the
Funded Working Capital Assets related to any such converted Working Capital
Loans shall be referred to herein as the "Converted Assets").

2.3 Fees.

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2.3.1 Lead Arranger Fee Letter. Borrower shall pay to Lead Arranger and
Administrative Agent, for their respective accounts, the fees described in that
certain letter from NRG Energy to Lead Arranger dated April 4, 2001.

2.3.2 Loan Commitment Fees. On the last Banking Day in each calendar
quarter (commencing on June 30, 2001) and on the earlier of (a) the Loan
Maturity Date and (b) the last Banking Day of the Loan Availability Period (or,
if the Total Loan Commitment is canceled prior to such date, on the date of such
cancellation), Borrower shall pay to Administrative Agent, for benefit of Banks,
accruing from the Closing Date or the first day of such quarter, as the case may
be, a commitment fee (the "Commitment Fee") for such quarter (or portion
thereof) then ending equal to the product of (i) 0.375% multiplied by (ii) the
daily average Available Loan Commitment for such quarter (or portion thereof)
multiplied by (iii) a fraction, the numerator of which is the number of days in
such quarter (or portion thereof) and the denominator of which is the number of
days in that year (365 or 366, as the case may be).

2.3.3 Activation Fees. Concurrently with the making of the first Loan
in respect of each Non-Identified Project that becomes an Approved Project after
the date which is the six month anniversary of the Closing Date, Borrower shall
pay to Administrative Agent, for the benefit of the Banks, an activation fee
(the "Activation Fee") equal to the product of (a) 0.125% multiplied by (b) the
total amount of Project Costs in respect of such Non-Identified Project (as set
forth in such Non-Identified Project's Project Budget or Annual Operating
Budget, as the case may be, delivered in accordance with Section 3.2.22 or
Section 3.5.23).

2.4 Other Payment Terms.

2.4.1 Place and Manner. Borrower shall make all payments due to any
Bank or Administrative Agent hereunder to Administrative Agent, for the account
of such Bank or Administrative Agent (as the case may be), to The Bank of New
York, Federal Reserve Bank of New York ABA# 021000018, for further credit to
account #8900387734; Reference: NRG Finance Company I LLC, in Dollars and in
immediately available funds.

2.4.2 Date. Borrower shall make all payments due to any Bank or
Administrative Agent hereunder not later than 12:00 noon on the date on which
such payment is due. Any payment made after such time on any day shall be deemed
received on Banking Day after such payment is received. Administrative Agent
shall disburse to each Bank each such payment received by Administrative Agent
for such Bank, such disbursement to occur on the day such payment is received if
received by 12:00 noon or if such payment is not received by 12:00 noon, on the
next Banking Day. Whenever any payment due hereunder shall fall due on a day
other than a Banking Day, such payment shall be made on the next succeeding
Banking Day (except in the case of any payment relating to a LIBOR Loan where
such next succeeding Banking Day is in the next calendar month, in which case
such payment shall be made on the next preceding Banking Day), and such
extension of time shall be included in the computation of interest or fees, as
the case may be.

2.4.3 Late Payments. If any amounts required to be paid by Borrower
under this Agreement or the other Credit Documents (including principal or
interest payable on any Loan, and any fees or other amounts otherwise payable to
Administrative Agent or any Bank) remain 

12

25

unpaid after such amounts are due, Borrower shall pay interest on the aggregate,
unpaid balance of such amounts from the date due until those amounts are paid in
full at a per annum rate equal to the Default Rate.

2.4.4 Net of Taxes, Etc.

(a) Taxes. Subject to each Bank's compliance with Section 2.4.6,
any and all payments to or for the benefit of Administrative Agent or any Bank
by Borrower hereunder or under any other Credit Document shall be made free and
clear of and without deduction, setoff or counterclaim of any kind whatsoever
and in such amounts as may be necessary in order that all such payments, after
deduction for or on account of any present or future taxes, levies, imposts,
deductions, charges or withholdings, and all liabilities with respect thereto
(excluding income and franchise taxes, which include taxes imposed on or
measured by the net income or capital of Administrative Agent or such Bank by
any jurisdiction or any political subdivision or taxing authority thereof or
therein solely as a result of a connection between such Bank and such
jurisdiction or political subdivision, other than a connection resulting solely
from executing, delivering or performing its obligations or receiving a payment
under, or enforcing, this Agreement or any Note) (all such non-excluded taxes,
levies, imposts, deductions, charges, withholdings and liabilities being
hereinafter referred to as "Taxes"), shall be equal to the amounts otherwise
specified to be paid under this Agreement and the other Credit Documents. If
Borrower shall be required by law to withhold or deduct any Taxes from or in
respect of any sum payable hereunder or under any other Credit Document to
Administrative Agent or any Bank, (i) the sum payable shall be increased as may
be necessary so that after making all required deductions (including deductions
applicable to additional sums payable under this Section 2.4.4), Administrative
Agent or such Bank receives an amount equal to the sum it would have received
had no such deductions been made, (ii) Borrower shall make such deductions and
(iii) Borrower shall pay the full amount deducted to the relevant taxation
authority or other authority in accordance with applicable Legal Requirements.
If Borrower shall make any payment under this Section 2.4.4 to or for the
benefit of Administrative Agent or any Bank with respect to Taxes and if
Administrative Agent or such Bank shall claim any credit or deduction for such
Taxes against any other taxes payable by Administrative Agent or such Bank to
any taxing jurisdiction then Administrative Agent or such Bank shall pay to
Borrower an amount equal to the amount by which such other taxes are actually
reduced; provided that the aggregate amount payable by Administrative Agent or
such Bank pursuant to this sentence shall not exceed the aggregate amount
previously paid by Borrower with respect to such Taxes. In addition, Borrower
agrees to pay any present or future stamp, recording or documentary taxes and
any other excise or property taxes, charges or similar levies (not including
income or franchise taxes) that arise under the laws of the United States of
America, the State of New York or any other state or jurisdiction where an
Approved Project, Approved Turbine or Funded Working Capital Asset is located
from any payment made hereunder or under any other Credit Document or from the
execution or delivery or otherwise with respect to this Agreement or any other
Credit Document (hereinafter referred to as "Other Taxes").

(b) Indemnity. Borrower shall indemnify each Bank for the full
amount of Taxes and Other Taxes (including any Taxes or Other Taxes imposed by
any jurisdiction on amounts payable under this Section 2.4.4 paid by any Bank,
or any liability (including penalties, interest and expenses) arising therefrom
or with respect thereto), whether or 

13

26

not such Taxes or Other Taxes were correctly or legally asserted; provided that
Borrower shall not be obligated to indemnify any Bank for any penalties,
interest or expenses relating to Taxes or Other Taxes arising from the
indemnitee's gross negligence or willful misconduct. Each Bank agrees to give
written notice to Borrower of the assertion of any claim against such Bank
relating to such Taxes or Other Taxes as promptly as is practicable after being
notified of such assertion, and in no event later than 180 days after the
principal officer of such Bank responsible for administering this Agreement
obtains knowledge thereof; provided that any Bank's failure to notify Borrower
of such assertion within such 180 days period shall not relieve Borrower of its
obligation under this Section 2.4.4 with respect to Taxes or Other Taxes arising
prior to the end of such period, but shall relieve Borrower of its obligations
under this Section 2.4.4 with respect to penalties and interest between the end
of such period and such time as Borrower receives notice from such Bank as
provided herein. Payments by Borrower pursuant to this indemnification shall be
made within 30 days from the date such Bank makes written demand therefor
(submitted through Administrative Agent), which demand shall be accompanied by a
certificate describing in reasonable detail the basis thereof. Each Bank agrees
to repay to Borrower any refund (including that portion of any interest that was
included as part of such refund with respect to Taxes or Other Taxes paid by
Borrower pursuant to this Section 2.4.4) received by such Bank for Taxes or
Other Taxes that were paid by Borrower pursuant to this Section 2.4.4 and to
contest, with the approval and participation of and at the expense of Borrower,
any such Taxes or Other Taxes which such Bank or Borrower reasonably believes
not to have been properly assessed.

(c) Notice. Within 30 days after the date of any payment of Taxes
by Borrower, Borrower shall furnish to Administrative Agent, at its address
referred to in Section 11.1, the original or a certified copy of a receipt
evidencing payment thereof. Borrower shall compensate each Bank for all
reasonable losses and expenses sustained by such Bank as a result of any failure
by Borrower to so furnish such copy of such receipt.

(d) Survival of Obligations. The obligations of Borrower under
this Section 2.4.4 shall survive the termination of this Agreement and the
repayment of the Obligations.

2.4.5 Application of Payments. Payments made under Section 6.4.2(a)(vi)
of this Agreement or Section 5.4.2(a)(vi) of any Project Owner Guaranty shall be
applied to the Obligations associated with or attributable to the Approved
Project to which such payments relate. All other payments made under this
Agreement or the other Credit Documents and other amounts received by
Administrative Agent and Banks under this Agreement or the other Credit
Documents shall be applied as follows:

(a) first, to any fees, costs, charges or expenses payable to
Administrative Agent, Documentation Agent, Lead Arranger, the members of the
Technical Committee and Banks hereunder or under the other Credit Documents
(such application to be made on a pro rata basis among such Persons),

(b) second, to any fees, costs, charges or expenses payable to
Banks hereunder or under the other Credit Documents (such application to be made
on a pro rata basis among such Banks),

14

27

(c) third, to any accrued but unpaid interest then due and owing
in respect of the Obligations, and

(d) fourth, to outstanding principal then due and owing or
otherwise to be prepaid in respect of the Obligations; provided, with respect to
payments applied to outstanding principal then due and owing or otherwise to be
prepaid, such payments shall be applied as follows:

(i) first, to such debt associated with or attributable to
Approved Projects which have achieved Provisional Acceptance (such
application to be made on a pro rata basis among such Projects),

(ii) second, if all Loans associated with or attributable to
Approved Projects which have achieved Provisional Acceptance have been
paid, then to such debt associated with or attributable to Approved
Projects which have not achieved Provisional Acceptance (such
application to be made on a pro rata basis among such Projects), and

(iii) third, if all Loans associated with or attributable to
Approved Projects which have or have not achieved Provisional
Acceptance have been paid, then, to such debt associated with or
attributable to Funded Working Capital Assets (such application to be
made on a pro rata basis among such Funded Working Capital Assets).

2.4.6 Withholding Exemption Certificates. Each Bank upon becoming
a Bank hereunder and each Person to which any Bank grants a participation (or
otherwise transfers its interest in this Agreement) agree that they will deliver
to Borrower and Administrative Agent either (a) if such Bank or Person is a
corporation established under the laws of the United States or any political
subdivision thereof, a copy of a United States Internal Revenue Service Form W-9
or (b) if such Bank or Person is not a corporation established under the laws of
the United States or any political subdivision thereof, a duly completed and
executed non-bank certificate in the form of Exhibit J hereto and two duly
completed copies of United States Internal Revenue Service Form W-8ECI or W-8BEN
or successor applicable form, as the case may be (claiming therein a reduction
in, or an exemption from, United States withholding taxes under an applicable
treaty). Each Bank which delivers to Borrower and Administrative Agent a Form
W-8ECI or W-8BEN pursuant to the preceding sentence further undertakes to
deliver to Borrower and Administrative Agent further copies of the Form W-8ECI
or W-8BEN, or successor applicable form, or other manner of certification or
procedure, as the case may be, on or before the date that any such form expires
or becomes obsolete or within a reasonable time after gaining knowledge of the
occurrence of any event requiring a change in the most recent forms previously
delivered by it to Borrower, and such extensions or renewals thereof as may
reasonably be requested by Borrower, certifying in the case of a Form W-8ECI or
W-8BEN that such Bank is entitled to receive payments under this Agreement
without (or with a reduced amount of) deduction or withholding of any United
States federal income taxes, unless in any such cases an event (including any
change in treaty, law or regulation) has occurred prior to the date on which any
such delivery would otherwise be required which renders all such forms
inapplicable or which would prevent a Bank from duly completing and delivering
any such form with respect to 

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28

it. Borrower shall not be obligated to pay any additional amounts in respect of
United States Federal income tax pursuant to Section 2.4.4 (or make an
indemnification payment pursuant to Section 2.4.4) to any Bank (including any
Person to which any Bank sells, assigns, grants a participation in, or otherwise
transfers its rights under this Agreement) if the obligation to pay such
additional amounts (or such indemnification) would not have arisen but for a
failure of such Bank to comply with its obligations under this Section 2.4.6.
Notwithstanding the foregoing or anything else to the contrary in this
Agreement, (i) no Bank or other Person shall be obligated to deliver any form,
certificate or document which it cannot deliver as a matter of law and (ii) if a
Bank or other Person is not entitled to a full exemption from the United States
withholding taxes in respect of interest payments as of the date such Bank or
Person becomes a Bank or participant hereunder, then Borrower shall not be
obligated to pay any additional amounts or make any indemnification payments
pursuant to Section 2.4.4 in respect of such taxes applicable as of such date.

2.5 Pro Rata Treatment.

2.5.1 Loans, Commitment Reductions, Etc. Except as otherwise provided
herein, (a) each Loan and each reduction of the Total Loan Commitment or the
Total Working Capital Loan Commitment shall be made or allocated among Banks pro
rata according to their respective Proportionate Shares of such Loans or
Commitments, as the case may be, (b) each payment of principal of and interest
on Loans shall be made or shared among Banks holding such Loans pro rata
according to the respective unpaid principal amounts of such Loans held by such
Banks and (c) each payment of Commitment Fees or Activation Fees shall be shared
among Banks pro rata according to (i) their respective Proportionate Shares of
the Commitments to which such fees apply and (ii) in the case of each Bank which
becomes a Bank hereunder after the date hereof, the date upon which such Bank so
became a Bank.

2.5.2 Sharing of Payments, Etc. If any Bank shall obtain any payment
(whether voluntary, involuntary, through the exercise of any right of setoff, or
otherwise) on account of Loans owed to it in excess of its ratable share of
payments on account of such Loans obtained by all Banks entitled to such
payments, such Bank shall forthwith purchase from the other Banks such
participation in the Loans, as the case may be, as shall be necessary to cause
such purchasing Bank to share the excess payment ratably with each of them;
provided, however, that if all or any portion of such excess payment is
thereafter recovered from such purchasing Bank, such purchase from such Bank
shall be rescinded and each other Bank shall repay to the purchasing Bank the
purchase price to the extent of such recovery together with an amount equal to
such other Bank's ratable share (according to the proportion of (a) the amount
of such other Bank's required repayment to (b) the total amount so recovered
from the purchasing Bank) of any interest or other amount paid or payable by the
purchasing Bank in respect of the total amount so recovered. Borrower agrees
that any Bank so purchasing a participation from another Bank pursuant to this
Section 2.5.2 may, to the fullest extent permitted by law, exercise all its
rights of payment (including the right of setoff) with respect to such
participation as fully as if such Bank were the direct creditor of Borrower in
the amount of such participation.

2.6 Change of Circumstances.

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2.6.1 Inability to Determine Rates. If, on or before the Interest Rate
Determination Date for any LIBOR Loans, (a) Administrative Agent determines
(which determination shall be conclusive absent manifest error) that the LIBO
Rate for such Interest Period cannot be adequately and reasonably determined due
to the unavailability of funds in or other circumstances affecting the London
interbank market, or (b) Banks holding aggregate Proportionate Shares of 33-1/3%
or more of the Total Loan Commitment shall advise Administrative Agent that (i)
the rates of interest for such LIBOR Loans do not adequately and fairly reflect
the cost to such Banks of making or maintaining such Loans or (ii) deposits in
Dollars in the London interbank market are not available to such Banks (as
conclusively certified by each such Bank in good faith in writing to
Administrative Agent and to Borrower) in the ordinary course of business in
sufficient amounts to make and/or maintain their LIBOR Loans, Administrative
Agent shall immediately give notice of such condition to Borrower and Banks by
telephone or telecopy. After the giving of any such notice and until
Administrative Agent shall otherwise notify Borrower and Banks that the
circumstances giving rise to such condition no longer exist, Borrower's right to
request the making of or conversion to, and Banks' obligations to make or
convert to LIBOR Loans shall be suspended. Any LIBOR Loans outstanding at the
commencement of any such suspension shall be converted at the end of the then
current Interest Period for such Loans into Base Rate Loans unless such
suspension has then ended.

2.6.2 Illegality. If, after the date of this Agreement, the adoption of
any Governmental Rule, any change in any Governmental Rule or the application or
requirements thereof (whether such change occurs in accordance with the terms of
such Governmental Rule as enacted, as a result of amendment, or otherwise), any
change in the interpretation or administration of any Governmental Rule by any
Governmental Authority, or compliance by any Bank or Borrower with any request
or directive (whether or not having the force of law) of any Governmental
Authority (a "Change of Law") shall make it unlawful or impossible for any Bank
to make or maintain any LIBOR Loan, such Bank shall immediately notify
Administrative Agent and Borrower of such Change of Law. Upon receipt of such
notice, (a) Borrower's right to request the making of or conversion to, and such
Bank's obligations to make or convert to, LIBOR Loans shall be suspended for so
long as such condition shall exist, and (b) Borrower shall, at the request of
such Bank, either (i) pursuant to Section 2.1.7, convert any then outstanding
LIBOR Loans into Base Rate Loans at the end of the current Interest Periods for
such Loans, or (ii) immediately repay such Loans pursuant to Section 2.1.8 or
convert LIBOR Loans of the affected Type into Base Rate Loans if such Bank shall
notify Borrower that such Bank may not lawfully continue to fund and maintain
such Loans. Any conversion or prepayment of LIBOR Loans made pursuant to the
preceding sentence prior to the last day of an Interest Period for such Loans
shall be deemed a prepayment thereof for purposes of Section 2.7.

2.6.3 Increased Costs. If, after the date of this Agreement, any Change
of Law:

(a) Shall subject any Bank to any tax, duty or other charge with
respect to any LIBOR Loan or Commitment, or shall change the basis of taxation
of payments by Borrower to any Bank on such a Loan or with respect to any
Commitment (except for Taxes, Other Taxes or changes in the rate of taxation on
the overall net income of any Bank); or

(b) Shall impose, modify or hold applicable any reserve, special
deposit or similar requirement (without duplication of any reserve requirement
included within 

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the applicable Interest Rate through the definition of "Reserve Requirement")
against assets held by, deposits or other liabilities in or for the account of,
advances or loans by, or any other acquisition of funds by any Bank for any
LIBOR Loan; or

(c) Shall impose on any Bank any other condition directly related
to any LIBOR Loan or Commitment;

and the effect of any of the foregoing is to increase the cost to such Bank of
making, issuing, creating, renewing, participating in (subject to the
limitations in Section 9.13) or maintaining any such LIBOR Loan or Commitment or
to reduce any amount receivable by such Bank hereunder; then Borrower shall from
time to time, upon demand by such Bank, pay to such Bank additional amounts
sufficient to reimburse such Bank for such increased costs or to compensate such
Bank for such reduced amounts. A certificate setting forth in reasonable detail
the amount of such increased costs or reduced amounts and the basis for
determination of such amount, submitted by such Bank to Borrower, shall, in the
absence of manifest error, be conclusive and binding on Borrower for purposes of
this Agreement.

2.6.4 Capital Requirements. If any Bank determines that (a) any Change
of Law after the date of this Agreement increases the amount of capital required
or expected to be maintained by such Bank (or the Lending Office of such Bank)
or any Person controlling such Bank (a "Capital Adequacy Requirement") and (b)
the amount of capital maintained by such Bank or such Person which is
attributable to or based upon the Loans, the Commitments or this Agreement must
be increased as a result of such Capital Adequacy Requirement (taking into
account such Bank's or such Person's policies with respect to capital adequacy),
Borrower shall pay to Administrative Agent on behalf of such Bank or such
Person, upon demand of Administrative Agent on behalf of such Bank or such
Person, such amounts as such Bank or such Person shall reasonably determine are
necessary to compensate such Bank or such Person for the increased costs to such
Bank or such Person of such increased capital. A certificate of such Bank or
such Person, setting forth in reasonable detail the computation of any such
increased costs, delivered to Borrower by Administrative Agent on behalf of such
Bank or such Person shall, in the absence of manifest error, be conclusive and
binding on Borrower for purposes of this Agreement.

2.6.5 Notice; Participating Banks' Rights. Each Bank will notify
Borrower of any event occurring after the date of this Agreement that will
entitle such Bank to compensation pursuant to this Section 2.6, as promptly as
practicable, and in no event later than 180 days after the principal officer of
such Bank responsible for administering this Agreement obtains knowledge
thereof; provided that any Bank's failure to notify Borrower within such 180 day
period shall not relieve Borrower of its obligation under this Section 2.6.5
with respect to claims arising prior to the end of such period, but shall
relieve Borrower of its obligations under this Section 2.6.5 with respect to the
time between the end of such period and such time as Borrower receives notice
from the indemnitee as provided herein. No Person purchasing from a Bank a
participation in any Commitment (as opposed to an assignment) shall be entitled
to any payment from or on behalf of Borrower pursuant to Section 2.6.3 or 2.6.4
which would be in excess of the applicable proportionate amount (based on the
portion of the Commitment in which such Person is participating) which would
then be payable to such Bank if such Bank had not sold a participation in that
portion of the Commitment.

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2.7 Funding Losses. If Borrower shall (a) repay or prepay any LIBOR
Loans on any day other than the last day of an Interest Period for such Loans
(whether an optional prepayment or a Mandatory Prepayment), (b) fail to borrow
any LIBOR Loans in accordance with a Notice of Borrowing delivered to
Administrative Agent (whether as a result of the failure to satisfy any
applicable conditions or otherwise), (c) fail to convert any Loans into LIBOR
Loans in accordance with a Notice of Conversion of Loan Type delivered to
Administrative Agent (whether as a result of the failure to satisfy any
applicable conditions or otherwise), (d) fail to continue a LIBOR Loan in
accordance with a Confirmation of Interest Period Selection delivered to
Administrative Agent or (e) fail to make any prepayment in accordance with any
notice of prepayment delivered to Administrative Agent, Borrower shall, upon
demand by any Bank, reimburse such Bank for all costs and losses incurred by
such Bank as a result of such repayment, prepayment or failure ("Liquidation
Costs"). Borrower understands that such costs and losses may include losses
incurred by a Bank as a result of funding and other contracts entered into by
such Bank to fund LIBOR Loans. Each Bank demanding payment under this Section
2.7 shall deliver to Borrower a certificate setting forth in reasonable detail
the basis for and the amount of costs and losses for which demand is made. Any
such certificate delivered to Borrower shall, in the absence of manifest error,
be conclusive and binding on Borrower for purposes of this Agreement.

2.8 Alternate Office; Minimization of Costs.

2.8.1 To the extent reasonably possible, each Bank shall designate an
alternative Lending Office with respect to its LIBOR Loans and otherwise take
any reasonable actions to reduce any liability of Borrower to any Bank under
Section 2.4.4, 2.6.3 or 2.6.4, or to avoid the unavailability of any Type of
Loans under Section 2.6.2 so long as such Bank, in its sole discretion,
determines that (a) such designation is not disadvantageous to such Bank and (b)
that such actions would eliminate or reduce any such liability. Borrower hereby
agrees to pay all reasonable costs and expenses incurred by any Bank in
connection with any such designation or actions.

2.8.2 If and with respect to each occasion that a Bank either makes a
demand for compensation pursuant to Section 2.4.4, 2.6.3 or 2.6.4 or is unable
to fund LIBOR Loans pursuant to Section 2.6.2 or such Bank wrongfully fails to
fund a Loan, Borrower may, upon at least five Banking Days' prior irrevocable
written notice to each of such Bank and Administrative Agent, in whole
permanently replace the Commitment of such Bank; provided that Borrower shall
replace such Commitment with the Commitment of a commercial bank reasonably
satisfactory to Administrative Agent. Such replacement Bank shall upon the
effective date of replacement purchase the Obligations owed to such replaced
Bank for the aggregate amount thereof and shall thereupon for all purposes
become a "Bank" hereunder. Such notice from Borrower shall specify an effective
date for the replacement of such Bank's Commitment, which date shall not be
later than the tenth day after the day such notice is given. On the effective
date of any replacement of such Bank's Commitment pursuant to this Section
2.8.2, Borrower shall pay to Administrative Agent for the account of such Bank
(a) any fees due to such Bank to the date of such replacement, (b) accrued
interest on the principal amount of outstanding Loans held by such Bank to the
date of such replacement, and (c) the amount or amounts requested by such Bank
pursuant to each of Sections 2.4.4, 2.6.3 and 2.6.4, as applicable. Borrower
will remain liable to such replaced Bank for any Liquidation Costs that 

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such Bank may sustain or incur as a consequence of repayment of such Bank's
Loans (unless such Bank has defaulted on its obligation to fund a Loan
hereunder). Upon the effective date of repayment of any Bank's Loans and
termination of such Bank's Commitment pursuant to this Section 2.8.2, such Bank
shall cease to be a Bank hereunder. No such termination of any such Bank's
Commitment and the purchase of such Bank's Loans pursuant to this Section 2.8.2
shall affect (i) any liability or obligation of Borrower or any other Bank to
such terminated Bank which accrued on or prior to the date of such termination
or (ii) such terminated Bank's rights hereunder in respect of any such liability
or obligation.

2.8.3 Upon written notice to Administrative Agent and Borrower, any
Bank may designate a Lending Office other than that set forth on Exhibit H
hereto (which Exhibit shall be automatically amended without further action to
give effect to such designation on the date Administrative Agent receives such
notice) and may assign all of its interests under the Credit Documents and its
Notes (if any) to such Lending Office; provided that such designation and
assignment do not at the time of such designation and assignment increase the
reasonably foreseeable liability of Borrower to such Bank under Section 2.4.4,
2.6.3, or 2.6.4 or make an Interest Rate option unavailable pursuant to Section
2.6.2.

ARTICLE 3.
CONDITIONS PRECEDENT

3.1 Conditions Precedent to the Closing Date. The effectiveness of this
Agreement, the obligations of Administrative Agent hereunder and the obligations
of each Bank hereunder shall be subject to the fulfillment (or written waiver by
Administrative Agent with the consent of all Banks) of each of the following
conditions precedent:

3.1.1 Resolutions. Delivery to Lead Arranger of a copy of one or more
resolutions or other authorizations, in form and substance reasonably
satisfactory to Lead Arranger, of the board of directors or other similar
governing body of each of the Portfolio Entities and Affiliate Pledgors that are
a party to any Credit Document as of the Closing Date, the Member and NRG
Energy, authorizing, as applicable, the Loans herein provided for and the
execution, delivery and performance of this Agreement, the other Credit
Documents, the Corporate Services Agreement referred to in Section 3.1.24 below
and any instruments or agreements required hereunder or thereunder to which such
Person is a party, certified by the appropriate officers of each such Person as
being in full force and effect on the Closing Date.

3.1.2 Incumbency. Delivery to Lead Arranger of a certificate, in form
and substance reasonably satisfactory to Lead Arranger, from each of the
Portfolio Entities and Affiliate Pledgors that are a party to any Credit
Document as of the Closing Date, the Member and NRG Energy, signed by the
appropriate authorized officer of each such Person and dated the Closing Date,
as to the incumbency of the natural Persons authorized to execute and deliver
this Agreement and the other Credit Documents and any instruments or agreements
required hereunder or thereunder to which such Person is a party.

3.1.3 Formation Documents. Delivery to Lead Arranger of (a) a copy of
the Limited Liability Company Agreement, certified by the secretary or an
assistant secretary of the Member as being true, correct and complete on the
Closing Date, and any related agreements or 

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certificates filed in accordance with applicable state law, (b) copies of the
articles of incorporation, certificate of formation or certificate of
incorporation or charter or other state certified constituent documents of each
of the Portfolio Entities and Affiliate Pledgors that are a party to any Credit
Document as of the Closing Date, the Member and NRG Energy, certified by the
secretary of state of the state of such Person's formation, and (c) copies of
the Bylaws or other comparable constituent documents of each such Portfolio
Entity, Affiliate Pledgor, the Member and NRG Energy, certified by such Person's
secretary or an assistant secretary as being true, correct and complete on the
Closing Date.

3.1.4 Good Standing Certificates. Delivery to Lead Arranger of
certificates issued by the secretary of state of the state in which each of the
Portfolio Entities and Affiliate Pledgors that are a party to any Credit
Document as of the Closing Date, the Member and NRG Energy are formed or
incorporated, as the case may be, together with certificates issued by the
secretary of state in each other jurisdiction where any such Person is qualified
to do business, in each case (a) dated no more than 30 days prior to the Closing
Date and (b) certifying that such Person is in good standing and is qualified to
do business in, and has paid all franchise taxes or similar taxes due to, such
states.

3.1.5 Third Party Consents. Delivery to Lead Arranger of a copy of any
approval by any Person (including any Governmental Authority) required as of the
Closing Date in connection with any transaction herein contemplated or
contemplated by any Credit Document referred to in Section 3.1.6 below, which
approvals shall be in form and substance reasonably satisfactory to Lead
Arranger.

3.1.6 Credit Documents. Delivery to Lead Arranger of each of the
following documents:

(a) this Agreement;

(b) each applicable Note;

(c) a true and complete copy of the Member Pledge Agreement,
together with (i) certificates representing all of the membership interests of
Borrower and (ii) undated transfer documents for each such certificate, duly
executed in blank;

(d) a true and complete copy of the Borrower Security Agreement;

(e) a true and complete copy of the Depositary Agreement, in the
form of Exhibit D-1 hereto; 

(f) a true and complete copy of the NRG Energy Equity
Undertaking, in the form of Exhibit D-2B hereto;

(g) a true and complete copy of a Consent and Agreement, in
substantially the form of Exhibit E-1 hereto (or otherwise in form and substance
reasonably satisfactory to the Technical Committee), relating to the Corporate
Services Agreement described in Section 3.1.24 below;

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(h) a true and complete copy of an Affiliate Subordination
Agreement, in substantially the form of Exhibit D-6 hereto, relating to the
Corporate Services Agreement described in Section 3.1.24 below; and

(i) a true and complete copy of the letter agreement, dated as of
the date hereof, among NRG Energy, Borrower and Administrative Agent, relating
to Working Capital Loans made on the Closing Date.

Each Credit Document specified above shall be in form and substance satisfactory
to Lead Arranger and shall have been duly authorized, executed and delivered by
the parties thereto.

3.1.7 UCC Reports. Delivery to Lead Arranger of a UCC report of a date
reasonably close to the Closing Date for each of the jurisdictions in which the
UCC-1 financing statements are intended to be filed in respect of the Collateral
to be in existence as of the Closing Date, confirming that upon due filing or
recording (assuming such filing or recordation ot ccurred on the date of such
respective reports), as the case may be, the security interests created under
the Collateral Documents with respect to such Collateral will be prior to all
other financing statements or other security documents wherein the security
interest is perfected by filing in respect of such Collateral.

3.1.8 Security Interests (Recording and Filings). Each of the documents
and instruments set forth in Exhibit D-5 hereto shall have been (a) delivered to
Lead Arranger for recording or filing or (b) recorded or filed in the respective
places or offices set forth in Exhibit D-5 hereto and, in each such case, any
and all taxes, recording and filing fees with respect thereto shall have been
paid (or, as approved by Lead Arranger, provided for), and each of the other
actions set forth in Exhibit D-5 hereto shall have been taken.

3.1.9 Certificate of Borrower. Lead Arranger shall have received a
certificate, dated as of the Closing Date, duly executed by a Responsible
Officer of Borrower, in substantially the form of Exhibit F-1 hereto.

3.1.10 Legal Opinions. Delivery to Lead Arranger of legal opinions of
counsel to NRG Energy, the Member, the Portfolio Entities, the Affiliate
Pledgors and their respective Affiliates that are party to any Credit Document
as of the Closing Date, in each case in form and substance reasonably
satisfactory to Lead Arranger.

3.1.11 Project and Operating Budgets. Delivery to Lead Arranger of (a)
project budgets, in substantially the form of Appendices G-2A through G-2H
hereto, for all anticipated costs to be incurred in connection with the
construction and start-up of each of the Identified Projects (other than the
Bridgeport Project and the New Haven Project), including in such budgets all
construction and non-construction costs, all interest, taxes and other carrying
costs, non-allocated costs of Borrower or the relevant Project Owner, and such
other information as Lead Arranger may require, together with a balanced
statement of sources (including an allocation between Loan proceeds and
Contributions) and uses of proceeds (and any other funds necessary to complete
each such Identified Project), broken down as to separate construction phases
and components and (b) operating budgets, in substantially the form of
Appendices G-2I and G-2J hereto and otherwise prepared in a manner consistent
with Section 5.11, for the 

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Bridgeport Project and the New Haven Project, in each case which budgets shall
be reasonably satisfactory to the Arrangers.

3.1.12 Project Schedules. Delivery to Lead Arranger of a schedule of
the scheduled Completion Dates for each Identified Project (other than the
Bridgeport Project and the New Haven Project), in substantially the form of
Exhibit G-3 hereto, which schedule shall be reasonably satisfactory to the
Arrangers.

3.1.13 Base Case Project Projections. Delivery to Lead Arranger of the
Base Case Project Projections of operating expenses and cash flow for the
Identified Projects in substantially the form of Exhibit G-4 hereto, which Base
Case Project Projections shall (a) be in form and substance satisfactory to the
Arrangers, (b) demonstrate a minimum and average projected annual Interest
Coverage Ratio over the period of time commencing on the Closing Date and ending
on the scheduled Loan Maturity Date for all such Identified Projects (other than
the Meriden Project, the Hardee Project and the Kaufman Project), taken as a
whole, of no less than 2.10 to 1.0 and 2.25 to 1.0, respectively, and (c)
demonstrate a minimum and average projected annual Deemed Debt Service Coverage
Ratio over the period of time commencing on January 1, 2006 and ending on
December 31, 2030 for all such Identified Projects (other than the Meriden
Project, the Hardee Project and the Kaufman Project), taken as a whole, of no
less than 2.10 to 1.0 and 2.50 to 1.0, respectively.

3.1.14 Financial Statements. Delivery to Lead Arranger of accurate and
complete copies of (a) audited financial statements of NRG Energy for the fiscal
year ending December 31, 2000 conforming to the requirements set forth in
Section 5.4.1(c) and (b) unaudited financial statements of the Member, the
Portfolio Entities and the Affiliate Pledgors that are a party to any Credit
Document as of the Closing Date as at March 31, 2000 conforming to the
requirements set forth in Section 5.4.1(a), in each case in form and substance
reasonably satisfactory to Lead Arranger, together with certificates from the
appropriate Responsible Officer thereof, stating that such financial statements
have been prepared in conformity with GAAP and fairly present, in all material
respects, the financial position (on a consolidated and, where applicable,
consolidating basis) of the Persons described in such financial statements as at
the respective dates thereof and the results of operations and cash flows (on a
consolidated and, where applicable, consolidating basis) of the Persons
described therein for each of the periods then ended, subject, in the case of
any such unaudited financial statements, to changes resulting from audit and
normal year-end adjustments.

3.1.15 Establishment of Accounts. The Accounts required under the
Depositary Agreement shall have been established to the satisfaction of Lead
Arranger.

3.1.16 No Material Adverse Change. Since December 31, 2000, no
development, event or change in respect of NRG Energy, Borrower, any Portfolio
Entity or any Identified Project has occurred that has caused or evidences,
either individually or in the aggregate, a Sponsor Material Adverse Effect, a
Borrower Material Adverse Effect or a Project Material Adverse Effect.

3.1.17 Representations and Warranties. Each representation and warranty
of NRG Energy, the Member, the Affiliate Pledgors and Portfolio Entities in any
Credit Document 

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shall be true and correct in all material respects as of the Closing Date
(unless any such representation and warranty relates solely to an earlier date,
in which case it shall have been true and correct in all material respects as of
such earlier date).

3.1.18 No Default. No Inchoate Default, Project Inchoate Default,
Project Default or Event of Default shall have occurred and be continuing as of
the Closing Date.

3.1.19 No Litigation.

(a) There shall be no pending or, to the best knowledge of
Borrower, threatened actions or proceedings of any kind, including actions or
proceedings of or before any Governmental Authority, to which any Portfolio
Entity or the Member is a party or is subject, or by which any of them or any of
their properties are bound.

(b) There shall be no pending or, to the best knowledge of
Borrower or NRG Energy, threatened actions or proceedings of any kind, including
actions or proceedings of or before any Governmental Authority, to which NRG
Energy is a party or is subject, or by which it or its properties are bound
which, if adversely determined to or against NRG Energy, could reasonably be
expected to have a Sponsor Material Adverse Effect, other than those actions or
proceedings set forth in Exhibit G-5 hereto, provided that the Arrangers shall
have completed, and shall be satisfied with the results of, their due diligence
investigation of such actions or proceedings as a condition to and prior to the
Closing Date.

3.1.20 Payment of Bank and Consultant Fees. Borrower shall have paid
all outstanding amounts due and owing to (i) Banks, Administrative Agent and
Lead Arranger under any fee letters or pursuant to Section 2.3, (ii) Banks'
attorneys and consultants (including the Independent Consultants), for all
services rendered and billed prior to the Closing Date and (iii) the Depositary
Agent under the Depositary Agreement.

3.1.21 Certificate of Independent Engineer. Delivery to Lead Arranger
of the Independent Engineer's certificate with respect to the Identified
Projects, in substantially the form of Exhibit F-5 hereto, with the Independent
Engineer's report with respect to the Identified Projects attached thereto,
confirming, in form and substance satisfactory to the Arrangers, the feasibility
of the Identified Projects.

3.1.22 No Downgrade. The senior unsecured non-credit enhanced long-term
debt of NRG Energy shall be rated at least "BBB-" by S&P and "Baa3" by Moody's,
and such debt obligations shall not have been placed in any "credit-watch with
negative implications" or similar type of category by S&P or Moody's.

3.1.23 NRG Fuel and Power Marketing Plan. Delivery to Administrative
Agent of a plan prepared by an Affiliate of NRG Energy with respect to power
marketing and fuel, which plan shall generally (a) describe Borrower's general
marketing and risk management plan, (b) set forth Borrower's good faith
assessment of the projected sales of power with respect to the Identified
Projects and (c) set forth Borrower's good faith assessment of the fuel
requirements with respect to the Identified Projects, which report shall be in
form and substance reasonably satisfactory to the Arrangers.

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3.1.24 Corporate Services Agreement. Delivery to Administrative Agent
of a true and correct copy of a Corporate Services Agreement, in substantially
the form of Exhibit G-14 hereto (unless and to the extent otherwise agreed by
the Technical Committee), duly executed, delivered and authorized by each party
thereto.

3.2 Conditions Precedent to the Initial Funding of each Subject Project.
Subject to Section 3.12 (to the extent applicable), the obligation of Banks to
make the initial Development Loans with respect to a particular Subject Project
is subject to the prior satisfaction (or written waiver by Administrative Agent
with the consent of Required Banks) of each of the following conditions
(provided that the conditions precedent set forth in Sections 3.2.26 and 3.2.27
shall not be required to be satisfied in connection with any initial Development
Loan for a Subject Project which has achieved Completion prior to the applicable
Funding Date):

3.2.1 Resolutions. Delivery to Administrative Agent of (a) a copy of
one or more resolutions or other authorizations, in form and substance
reasonably satisfactory to Administrative Agent, of the board of directors or
other similar governing body of the relevant Portfolio Entities, the relevant
Affiliate Pledgor (if any) and each of the relevant Affiliated Major Project
Participants (if any), authorizing the execution, delivery and performance of
the Operative Documents with respect to the relevant Subject Project and any
instruments or agreements required hereunder or thereunder to which such Person
is a party, certified by the appropriate officers of each such Person as being
in full force and effect on the applicable Funding Date, or (b) in so far as any
of the materials delivered pursuant to Section 3.1.1 or 6.5.2 are sufficient (in
the reasonable discretion of Administrative Agent) to satisfy the requirements
set forth in this Section 3.2.1, Borrower shall deliver a certificate by the
appropriate officers that the resolutions or other authorizations delivered
pursuant to Section 3.1.1 or 6.5.2 have not been amended, modified or revoked
and remain in full force and effect as of the applicable Funding Date.

3.2.2 Incumbency. Delivery to Administrative Agent of (a) a
certificate, in form and substance reasonably satisfactory to Administrative
Agent, from the relevant Portfolio Entities, the relevant Affiliate Pledgor (if
any) and each of the relevant Affiliated Major Project Participants (if any),
signed by the appropriate authorized officer of each such Person and dated the
applicable Funding Date, as to the incumbency of the natural Persons authorized
to execute and deliver the Operative Documents with respect to the relevant
Subject Project and any instruments or agreements required hereunder or
thereunder to which such Person is a party or (b) in so far as any of the
certificates delivered pursuant to Section 3.1.2 or 6.5.2 are sufficient (in the
reasonable discretion of Administrative Agent) to satisfy the requirements set
forth in this Section 3.2.2, Borrower shall deliver a certificate by the
appropriate officers that the certificates delivered pursuant to Section 3.1.2
or 6.5.2 have not been amended, modified or revoked and remains in full force
and effect as of the applicable Funding Date.

3.2.3 Formation Documents. Delivery to Administrative Agent of (a)
copies of the articles of incorporation or certificate of incorporation,
certificate of formation or charter or other state certified constituent
documents of the relevant Portfolio Entities, the relevant Affiliate Pledgor (if
any) and each other relevant Affiliated Major Project Participant (if any),
certified, if requested by Administrative Agent, by the secretary of state of
such Person's state of formation or incorporation, as the case may be, and (b)
copies of the Bylaws or other comparable 

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constituent documents of each such Person, certified by its secretary or an
assistant secretary, or (c) in so far as any of the governing documents
delivered pursuant to Section 3.1.3 or 6.5.2 are sufficient (in the reasonable
discretion of Administrative Agent) to satisfy the requirements set forth in
this Section 3.2.3, Borrower shall deliver a certificate by the appropriate
officers that the governing documents delivered pursuant to Section 3.1.3 or
6.5.2 have not been amended, modified or revoked and remain in full force and
effect as of the applicable Funding Date.

3.2.4 Good Standing Certificates. Delivery to Administrative Agent of
certificates issued by the secretary of state of the state in which the relevant
Portfolio Entities, the relevant Affiliate Pledgor (if any) and each other Major
Project Participant (if any) with respect to the relevant Subject Project are
formed or incorporated, as the case may be, together with certificates issued by
the secretary of state of the state where such Subject Project is located, in
each case (a) dated no more than 30 days prior to the applicable Funding Date
and (b) certifying that such Person is in good standing and is qualified to do
business in, and has paid all franchise taxes or similar taxes due to, such
states (provided that, with respect to any Major Project Participant, which is
not an Affiliate of NRG Energy, no such certificates shall be required if such
Major Project Participant is not required to qualify to do business in such
state in order to perform its obligations under any Project Document with
respect to such Subject Project to which it is a party or where such Major
Project Participant is not the type of Person for which a good standing
certificates is reasonably available).

3.2.5 Third Party Consents. Delivery to Administrative Agent of a copy
of any approval (other than any Consent) by any Person (including any
Governmental Authority) required as of the applicable Funding Date in connection
with any transaction herein contemplated with respect to the relevant Project
Owner or Subject Project, which approvals shall be in form and substance
reasonably satisfactory to Administrative Agent.

3.2.6 Operative Documents.

(a) Delivery to Administrative Agent of a true and correct copy
of all documents, instruments, supplements or amendments necessary to create a
valid and perfected first priority Lien on the assets related to the relevant
Subject Project or to be acquired with the proceeds of the requested Development
Loan, and all other Collateral relating to the relevant Project Owner or Subject
Project then in existence (including the creation of a valid and perfected first
priority Lien on the relevant Accounts and the relevant Pledged Equity
Interests); provided, that unless a Mortgage Event has occurred and is
continuing, with respect to any Subject Project located in the State of New
York, no Deeds of Trust or Mortgages shall be required in any circumstance where
Borrower reasonably determines and certifies (as verified by the Technical
Committee) that the documentation, filing, recording and other fees and expenses
reasonably anticipated to be incurred by any Portfolio Entity in connection with
the drafting, negotiating, filing and recording of any such Deed of Trust or
Mortgage are materially greater in the State of New York than the fees and
expenses customarily incurred by borrowers in respect of real property located
in other jurisdictions in the United States; provided, however, that, at all
times, Deeds of Trust or Mortgages, as the case may be, shall be required to be
maintained on the real property interests underlying at least 50% of the
Approved Projects then in existence (which percentage shall based on the amount
of Loan proceeds attributable and allocated to, or contemplated to be
attributable or allocated to, such Approved Projects).

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(b) If the relevant Project Owner has elected to design,
engineer, construct, install, start-up and test the relevant Subject Project
pursuant to Option A set forth in Schedule 3.2.6 hereto, delivery to
Administrative Agent of a true and correct copy of the relevant Turn-key EPC
Contract in substantially the form of Exhibit G-12A hereto (or otherwise in form
and substance reasonably satisfactory to Required Banks), together with a
Consent and Agreement relating to such Turn-key EPC Contract in substantially
the form of Exhibit E-1 hereto (or otherwise in form and substance reasonably
satisfactory to the Technical Committee).

(c) If the relevant Project Owner has elected to design,
engineer, construct, install, start-up and test the relevant Subject Project
pursuant to Option B set forth in Schedule 3.2.6 hereto, delivery to
Administrative Agent of a true and correct copy of (i) the relevant Alternative
Turn-key Contract in substantially the form of Exhibit G-12B hereto (or
otherwise in form and substance reasonably satisfactory to Required Banks),
together with a Consent and Agreement relating to such Alternative Turn-key
Contract in substantially the form of Exhibit E-1 hereto (or otherwise in form
and substance reasonably satisfactory to the Technical Committee) and (ii) the
relevant Turbine Purchase Contract(s), together with a Consent and Agreement
relating to each such Turbine Purchase Contract in substantially the form of
Exhibit E-1 hereto (or otherwise in form and substance reasonably satisfactory
to the Technical Committee).

(d) If the relevant Project Owner has elected to design,
engineer, construct, install, start-up and test the relevant Subject Project
pursuant to Option C set forth in Schedule 3.2.6 hereto, delivery to
Administrative Agent of a true and correct copy of (i) the relevant Capped
Turn-key Contract in substantially the form of Exhibit G-12C hereto (or
otherwise in form and substance reasonably satisfactory to Required Banks),
together with a Consent and Agreement relating to such Capped Turn-key Contract
in substantially the form of Exhibit E-1 hereto (or otherwise in form and
substance reasonably satisfactory to the Technical Committee) and (ii) the
relevant Turbine Purchase Contract(s), together with a Consent and Agreement
relating to each such Turbine Purchase Contract in substantially the form of
Exhibit E-1 hereto (or otherwise in form and substance reasonably satisfactory
to the Technical Committee).

(e) If the relevant Project Owner has elected to design,
engineer, construct, install, start-up and test the relevant Subject Project
pursuant to Option D set forth in Schedule 3.2.6 hereto, delivery to
Administrative Agent of a true and correct copy of (i) the relevant Supported
Turn-key Contract in substantially the form of Exhibit G-12D hereto (or
otherwise in form and substance reasonably satisfactory to Required Banks),
together with a Consent and Agreement relating to such Supported Turn-key
Contract in substantially the form of Exhibit E-1 hereto (or otherwise in form
and substance reasonably satisfactory to the Technical Committee), (ii) the
relevant Turbine Purchase Contract(s), together with a Consent and Agreement
relating to each such Turbine Purchase Contract in substantially the form of
Exhibit E-1 hereto (or otherwise in form and substance reasonably satisfactory
to the Technical Committee) and (iii) a written acknowledgement, in form and
substance reasonably satisfactory to the Technical Committee, duly executed by a
Responsible Officer of NRG Energy, that the relevant Subject Project shall be
included with the obligations undertaken pursuant to Section 2.1.7 of the NRG
Energy Equity Undertaking.

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(f) If the real property rights underlying the relevant Subject
Project have been acquired pursuant to a Lease, delivery to Administrative Agent
of a true and correct copy of the relevant Lease, together with a Consent and
Agreement relating to such Lease (unless and to the extent otherwise agreed by
the Technical Committee) in substantially the form of Exhibit E-1 hereto (or
otherwise in form and substance reasonably satisfactory to the Technical
Committee).

(g) If any Person has agreed to provide major maintenance and
overhaul services for the relevant Subject Project (or any material portion
thereof) as of the applicable Funding Date, delivery to Administrative Agent of
a true and correct copy of the relevant Maintenance Contracts, together with a
Consent and Agreement relating to each such Maintenance Contract (unless and to
the extent otherwise agreed by the Technical Committee) in substantially the
form of Exhibit E-1 hereto (or otherwise in form and substance reasonably
satisfactory to the Technical Committee).

(h) If the relevant Project Owner is a party to any Major Fuel
Supply Contract as of the applicable Funding Date, delivery to Administrative
Agent of a true and correct copy of the relevant Major Fuel Contracts, together
with a Consent and Agreement relating to each such Major Fuel Supply (unless and
to the extent otherwise agreed by the Technical Committee) in substantially the
form of Exhibit E-1 hereto (or otherwise in form and substance reasonably
satisfactory to the Technical Committee).

(i) If the relevant Project Owner is a party to any Major Fuel
Transportation Agreement as of the applicable Funding Date, delivery to
Administrative Agent of a true and correct copy of the relevant Major Fuel
Transportation Agreements, together with a Consent and Agreement relating to
each such Major Fuel Transportation Agreement (unless and to the extent
otherwise agreed by the Technical Committee) in substantially the form of
Exhibit E-1 hereto (or otherwise in form and substance reasonably satisfactory
to the Technical Committee).

(j) If the relevant Project Owner is a party to any Major Power
Purchase Agreements as of the applicable Funding Date, delivery to
Administrative Agent of a true and correct copy of the relevant Major Power
Purchase Agreements, together with a Consent and Agreement relating to each such
Major Power Purchase (unless and to the extent otherwise agreed by the Technical
Committee) in substantially the form of Exhibit E-1 hereto (or otherwise in form
and substance reasonably satisfactory to the Technical Committee).

(k) Delivery to Administrative Agent of a true and correct copy
of the relevant O&M Agreement in substantially the form of Exhibit G-13 hereto
(or otherwise in form and substance reasonably satisfactory to Required Banks),
together with a Consent and Agreement relating to such O&M Agreement (unless and
to the extent otherwise agreed by the Technical Committee) in substantially the
form of Exhibit E-1 hereto (or otherwise in form and substance reasonably
satisfactory to the Technical Committee).

(l) Delivery to Administrative Agent of a true and correct copy
of the relevant electric transmission agreements (to the extent the relevant
Project Owner is a party to any such agreements as of the applicable Funding
Date) and interconnection agreements, 

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together with a Consent and Agreement relating to each such agreement (unless
and to the extent otherwise agreed by the Technical Committee) in substantially
the form of Exhibit E-1 hereto (or otherwise in form and substance reasonably
satisfactory to the Technical Committee).

(m) Delivery to Administrative Agent of a true and correct copy
of the relevant material water supply agreements (unless and to the extent
otherwise agreed by the Technical Committee (which agreement may be based on
whether the relevant Project Owner has demonstrated to the Technical Committee
that there exists a sufficient and available water supply at the Site of the
Subject Project)), together with a Consent and Agreement relating to each such
agreement (unless and to the extent otherwise agreed by the Technical Committee)
in substantially the form of Exhibit E-1 hereto (or otherwise in form and
substance reasonably satisfactory to the Technical Committee).

(n) Delivery to Administrative Agent of a true and correct copy
of the relevant Power Marketing Agreement, together with a Consent and Agreement
relating to each such agreement in substantially the form of Exhibit E-1 hereto
(or otherwise in form and substance reasonably satisfactory to the Technical
Committee).

(o) Delivery to Administrative Agent of a true and correct copy
of (i) each other Major Project Document which is contemplated to be in
existence as of the applicable Funding Date under the Base Case Project
Projections to be delivered pursuant to Section 3.2.21 and (ii) each Fuel
Management Agreement which is contemplated to be in existence as of the
applicable Funding Date under the relevant reports and plans referred to in
Sections 3.2.12 and 3.2.15.

(p) If the relevant Project Owner is a Subsidiary of an Affiliate
Pledgor, delivery to Administrative Agent of a true and correct copy of an
Intercompany Loan Agreement (Borrower), in substantially the form of Exhibit Q
hereto, pursuant to which Borrower shall agree to lend the proceeds of each
Development Loan and Working Capital Loan related to the relevant Subject
Project to the relevant Project Owner and the relevant Project Owner shall agree
to prepay the loans made thereunder with the proceeds of all Project Revenues
and Loss Proceeds related to the relevant Subject Project (it being acknowledged
that such loans shall be subordinate to the prior payment in full of the
Obligations in a manner satisfactory to the Technical Committee).

(q) If the relevant Project Owner is a Subsidiary of an Affiliate
Pledgor, delivery to Administrative Agent of a true and correct copy of an
Intercompany Loan Agreement (Affiliate), in substantially the form of Exhibit R
hereto, pursuant to which the Project Owner shall agree to lend the proceeds of
all Project Revenues and Loss Proceeds related to the relevant Subject Project
to Borrower if all of the loans made under the applicable Intercompany Loan
Agreement (Borrower) shall have been repaid in full (it being acknowledged that
such loans shall be subordinate to the prior payment in full of the Obligations
in a manner satisfactory to the Technical Committee).

(r) Delivery to Administrative Agent of (i) each Affiliate
Subordination Agreement (which agreements shall be in substantially the form of
Exhibit D-6 hereto) and (ii) each amendment to existing Affiliate Subordination
Agreements (which 

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amendments shall be in form and substance reasonably satisfactory to the
Technical Committee), if any, necessary to subordinate that portion of payment
owed by the relevant Project Owner to an Affiliate of NRG Energy constituting
profits (excluding any development fees or construction management fees which
are set forth and provided for in any such Subject Project's Project Budget,
Maintenance Budget or Annual Operating Budget, as the case may be) to the prior
payment of the Obligations when and due hereunder.

(s) Subject to the first proviso to Section 3.2.6(a), all actions
shall have been taken to provide Administrative Agent, for the benefit of
Secured Parties, with a valid and perfected first priority Lien on the assets
related to the relevant Subject Project or to be acquired with the proceeds of
the requested Development Loan, and all other Collateral relating to the
relevant Project Owner or Subject Project then in existence, including, to the
extent necessary, (i) the filing of UCC-1, UCC-2 or UCC-3 financing statements,
as applicable, with respect to such assets and Collateral with the secretary of
state and/or other appropriate filing office in the state in which such Subject
Project and/or assets are located, in the state of formation of the relevant
Project Owner or the state in which such Project Owner's principal place of
business is located and the execution, delivery and recordation of the relevant
Deed of Trust or Mortgage (if applicable) and (ii) fixture filings with respect
to such Subject Project.

(t) Delivery to Administrative Agent of true and correct copies
of each Project Document with respect to the relevant Subject Project in effect
as of the applicable Funding Date (unless and to the extent otherwise agreed by
the Technical Committee), certified by a Responsible Officer of Borrower as
being true, complete and correct and in full force and effect on the applicable
Funding Date. Such certificate shall also state that neither the relevant
Project Owner nor, to the best knowledge of Borrower, any other party to any
such Project Document is or, but for the passage of time or giving of notice or
both will be, in breach of any material obligation thereunder, and that all
conditions precedent to the performance of the parties under such Project
Documents then required to have been performed have been satisfied.

(u) Delivery to Administrative Agent of (i) all shared use
agreements and/or joint ownership agreements reasonably requested by the
Technical Committee evidencing the relevant Project Owner's interests, rights
and obligations with respect to any shared facilities incorporated into or used
with respect to the relevant Subject Project and (ii) all intercreditor
agreements and/or non-disturbance agreements reasonably requested by the
Technical Committee establishing the relative rights and remedies between
Administrative Agent and any other Persons with interests in any such shared
facilities or other properties incorporated into or used with respect to such
Subject Project, in each case in form and substance reasonably satisfactory to
the Technical Committee (it being acknowledged and agreed that the Technical
Committee shall only request such agreements if there are or will be shared
facilities incorporated into or used with respect to the relevant Subject
Project).

(v) Delivery to Administrative Agent of a true and correct copy
of a Corporate Services Agreement, in substantially the form of Exhibit G-14
hereto (unless and to the extent otherwise agreed by the Technical Committee),
together with a Consent and Agreement relating to such agreement in
substantially the form of Exhibit E-1 hereto (or otherwise in form and substance
reasonably satisfactory to the Technical Committee).

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(w) Delivery to Administrative Agent of a true and complete copy
of a Project Owner Guaranty, in substantially the form of Exhibit D-2A hereto,
duly executed by the relevant Project Owner.

(x) Delivery to Administrative Agent of a true and complete copy
of a joinder agreement, in substantially the form of Exhibit E to the Depositary
Agreement, duly executed by the relevant Project Owner.

(y) In the case of the initial Subject Project (but only if no
Approved Project exists as of the applicable Funding Date), delivery to
Administrative Agent of a true and complete copy of a Funds Administration
Agreement, in substantially the form of Exhibit F to the Depositary Agreement,
duly executed by Borrower and the relevant Project Owner.

(z) In the case of any Subject Project (unless the relevant
Project Owner is a party to the Funds Administration Agreement as of the
applicable Funding Date), delivery to Administrative Agent of a true and
complete copy of a joinder agreement in respect of the Funds Administration
Agreement, in form and substance reasonably satisfactory to Administrative
Agent, duly executed by the relevant Project Owner.

Unless otherwise specified above, all the Credit Documents and Major Project
Documents specified above shall be in form and substance reasonably satisfactory
to the Technical Committee and shall have been duly authorized, executed and
delivered by the parties thereto.

3.2.7 Certificate of Borrower. Administrative Agent shall have received
a certificate, dated as of the applicable Funding Date, duly executed by a
Responsible Officer of Borrower, in substantially the form of Exhibit F-2
hereto.

3.2.8 Legal Opinions.

(a) Without duplication of any legal opinions of counsel
delivered to Administrative Agent pursuant to Section 3.1.10 or 3.4.2, delivery
to Administrative Agent of legal opinions of counsel to (i) the Portfolio
Entities and Affiliate Pledgors that are party to Operative Documents relating
to the relevant Project Owner or Subject Project and (ii) each Affiliated Major
Project Participant that is a party to an Operative Document delivered pursuant
to Section 3.2.6, in each case in form and substance satisfactory to the
Technical Committee.

(b) Delivery to Administrative Agent of legal opinions of counsel
to each Major Project Participant designated by the Technical Committee that is
a party to a Major Project Document delivered pursuant to Section 3.2.6, in each
case in substantially the form of Exhibit B to Exhibit E-1 hereto (or otherwise
in form and substance reasonably satisfactory to the Technical Committee).

3.2.9 Insurance. Delivery to Administrative Agent of the Insurance
Consultant's certificate with respect to the relevant Subject Project, in
substantially the form of Exhibit F-4 hereto, which certificate shall confirm
that insurance with respect to the relevant Subject Project complying with the
terms and conditions set forth in Exhibit K hereto shall be in full force and
effect, and Administrative Agent and Insurance Consultant shall have received
certificates of insurance, in form and substance reasonably satisfactory to
Administrative Agent, 

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identifying underwriters, type of insurance, insurance limits and policy terms,
listing the special provisions required as set forth in Exhibit K hereto and
describing the insurance obtained, each signed by the insurer or a broker
authorized to bind the applicable insurer.

3.2.10 Certificate of the Independent Engineer. Delivery to
Administrative Agent of the Independent Engineer's certificate with respect to
the relevant Subject Project, in substantially the form of Exhibit F-6 hereto,
with the Independent Engineer's report with respect to such Subject Project
attached thereto (which report shall (a) assess the technical aspects of such
Subject Project, (b) contain assumptions and conclusions substantially similar
to those set forth in Exhibit G-7 hereto and (c) not otherwise contain any
materially negative conclusions, conclusions which are inconsistent with the
conclusions set forth in Exhibit G-7 hereto, unfavorable conclusions with
respect to the technical capabilities of the Turbine(s) assigned to such Subject
Project or conclusions which do not support the reasonableness of the Permit
Schedule, the Base Case Project Projections, the Project Budget or the Project
Schedule contemplated to be delivered pursuant to Section 3.2.16, 3.2.21 or
3.2.22, as the case may be).

3.2.11 Reports of the Environmental Consultant. Delivery to
Administrative Agent of (a) Borrower's Environmental Consultant's Phase I
reports with respect to the relevant Subject Project, together with a
corresponding reliance letter from such Environmental Consultant (which letter
shall be in form and substance reasonably satisfactory to Administrative Agent),
confirming that no evidence was found of Hazardous Substances, on or under the
Site of such Subject Project or (b) if evidence was found of Hazardous
Substances in, on or under such real property pursuant to such Phase I
environmental report or such report otherwise indicates that a Phase II
environmental review is warranted, (i) a Phase II environmental report with
respect to such real property, together with a corresponding reliance letter
from such Environmental Consultant (which letter shall be in form and substance
reasonably satisfactory to Administrative Agent), confirming, either (A) to the
reasonable satisfaction of Administrative Agent, that no Hazardous Substances
were found in, on or under such real property or (B) to the reasonable
satisfaction of the Technical Committee, matters otherwise identified by the
Technical Committee or (ii) an environmental indemnity agreement, in form and
substance satisfactory to the Technical Committee, pursuant to which, among
other things, an indemnitor satisfactory to Administrative Agent indemnifies the
Portfolio Entities and Banks from any and all claims, losses, diminution in
value in such real property, damages or other liabilities relating to or arising
from Hazardous Substances then in, on or under such real property or otherwise
caused by or attributable to such indemnitor.

3.2.12 Certificate of the Fuel Consultant. Delivery to Administrative
Agent of the Fuel Consultant's certificate with respect to the relevant Subject
Project, in substantially the form of Exhibit F-7 hereto, with the Fuel
Consultant's report with respect to such Subject Project attached thereto (which
report shall (a) assess the fuel requirements of such Subject Project and the
ability of the Project Owner to satisfy such requirements, (b) contain
assumptions and conclusions substantially similar to those set forth in Exhibit
G-8 hereto and (c) not otherwise contain any materially negative conclusions,
conclusions which are inconsistent with the conclusions set forth in Exhibit G-8
hereto or conclusions which do not support the reasonableness of the Base Case
Project Projections, the Project Budget or the Project Schedule contemplated to
be delivered pursuant to Section 3.2.21 or 3.2.22, as the case may be, or which

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are materially inconsistent with the fuel plan contemplated to be delivered
pursuant to Section 3.2.15).

3.2.13 Certificate of Power Marketing Consultant. Delivery to
Administrative Agent of a Power Marketing Consultant's certificate with respect
to the relevant Subject Project, in substantially the form of Exhibit F-8
hereto, with a Power Marketing Consultant's report with respect to such Subject
Project attached thereto (which report shall (a) assess the demand for the power
to be generated by such Subject Project, (b) contain assumptions and conclusions
substantially similar to those set forth in Exhibit G-9 hereto and (c) not
otherwise contain any materially negative conclusions, conclusions which are
inconsistent with the conclusions set forth in Exhibit G-9 hereto or conclusions
which do not support the reasonableness of the Base Case Project Projections,
the Project Budget or the Project Schedule contemplated to be delivered pursuant
to Section 3.2.21 or 3.2.22, as the case may be, or which are materially
inconsistent with the power marketing plan contemplated to be delivered pursuant
to Section 3.2.14).

3.2.14 Power Marketing Plan. Delivery to Administrative Agent of a plan
prepared by an Affiliate of NRG Energy with respect to power marketing, which
plan shall (a) set forth Borrower's good faith assessment of the projected sales
of power with respect to the relevant Subject Project and (b) be substantially
in the form of Exhibit G-10 hereto and otherwise satisfactory in form and
substance to the Technical Committee and the Power Marketing Consultant.

3.2.15 Fuel Plan. Delivery to Administrative Agent of a plan prepared
by an Affiliate of NRG Energy with respect to fuel, which plan shall (a) set
forth Borrower's good faith assessment of the fuel requirements, costs and
sources for the relevant Subject Project and (b) be substantially in the form of
Exhibit G-11 hereto and otherwise satisfactory in form and substance to the
Technical Committee and the Fuel Consultant.

3.2.16 Schedule of Applicable Permits and Applicable Third Party
Permits.

(a) Delivery to Administrative Agent of the schedule(s) of
Permits required to construct, own and operate the relevant Subject Project or
required to be obtained by any Person that is party to any Major Project
Document with respect to such Subject Project in order to perform its
obligations thereunder (a "Permit Schedule"), in form and substance reasonably
satisfactory to the Technical Committee, together with (i) copies of each
Applicable Permit listed on Part I(A) of such Permit Schedule, each in form and
substance reasonably satisfactory to the Technical Committee, and (ii) legal
opinions of counsel to the Portfolio Entities with respect to the matters
described in the next sentence, each in form and substance satisfactory to the
Technical Committee. The relevant Project Owner (or such other Person
responsible for constructing and operating the relevant Subject Project) shall
have duly obtained or been assigned, and there shall be in full force and effect
in the relevant Project Owner's (or such other Person responsible for
constructing and operating the relevant Subject Project) name, and not subject
to any current legal proceeding or to any unsatisfied condition that could
reasonably be expected to result in material modification or revocation of, and
all applicable appeal periods shall have expired with respect to, the Applicable
Permits for such Subject Project set forth on Part I(A) of such Permit Schedule,
constituting in the Technical Committee's 

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reasonable opinion all of the Applicable Permits for such Subject Project as of
the applicable Funding Date.

(b) Each Major Project Participant with respect to which
responsibility for an Applicable Third Party Permit is indicated in Part I(B) of
such Permit Schedule shall have duly obtained or been assigned such Applicable
Third Party Permit and there shall be in full force and effect in such Person's
name, and not subject to any current legal proceeding or to any unsatisfied
condition that could reasonably be expected to result in material modification
or revocation of, and all applicable appeal periods shall have expired with
respect to, each Applicable Third Party Permit for such Subject Project set
forth on Part I(B) of such Permit Schedule, constituting in the Technical
Committee's reasonable opinion all of the Applicable Third Party Permits for
such Subject Project as of the applicable Funding Date.

(c) Part II(A) of such Permit Schedule shall list all other
Permits required by the relevant Project Owner or other Person responsible for
constructing and operating such Subject Project to construct, own and operate
such Subject Project as contemplated by the Operative Documents. Part II(B) of
such Permit Schedule shall list all other material Permits required by any other
Major Project Participant with respect to such Subject Project to perform its
obligations under the Operative Documents with respect to such Subject Project
to which it is a party. The Permits listed in Parts II(A) and II(B) of such
Permit Schedule shall either (a) in the Technical Committee's reasonable
opinion, be timely obtainable at a cost consistent with the applicable Project
Budget without material difficulty or delay prior to the time the relevant
Project Owner or the applicable other Major Project Participant, as applicable,
requires such Permits, or (b) there shall exist alternative solutions (the
expected cost of which is reflected in the applicable Project Budget) reasonably
satisfactory to the Technical Committee which would eliminate the need for such
Permit.

(d) Except as disclosed in such Permit Schedule, the Permits
listed in Parts I(A) and I(B) of such Permit Schedule shall not be subject to
any restriction, condition, limitation or other provision that could reasonably
be expected to have a Project Material Adverse Effect in respect of the relevant
Project Owner or result in such Subject Project being operated in a manner
substantially inconsistent with the assumptions underlying the Base Case Project
Projections.

3.2.17 No Change in Tax Laws. No change shall have occurred, since the
date upon which this Agreement was executed and delivered, in any law or
regulation or interpretation thereof that would subject any Bank to any material
Tax or Other Tax the payment of which is not the ultimate responsibility of
Borrower.

3.2.18 Payment of Fees. All taxes, fees and other costs payable in
connection with the making of the requested Development Loans and the execution,
delivery, recordation and filing of the documents and instruments referred to in
this Section 3.2 shall have been paid in full or, as approved by the Technical
Committee, provided for.

3.2.19 Financial Statements. Delivery to Administrative Agent of
accurate and complete copies of (a) the most recent annual financial statements
(audited if available) or Form 10-K filed with the Securities and Exchange
Commission and (b) the most recent quarterly 

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financial statements or Form 10-Q filed with the Securities and Exchange
Commission, in each case of the relevant Project Owner, the relevant Affiliate
Pledgor (if any), each Affiliated Major Project Participant (if any) that are a
party to an Operative Document delivered pursuant to Section 3.2.6 and, to the
extent reasonably obtainable, each Major Project Participant (or their
respective parent entities) that is a party to a Major Project Document
delivered pursuant to Section 3.2.6, together with, in the case of any such
Project Owner, Affiliate Pledgor or Affiliated Major Project Participant,
certificates from the appropriate Responsible Officer thereof, stating that such
financial statements have been prepared in conformity with GAAP and fairly
present, in all material respects, the financial position (on a consolidated
and, where applicable, consolidating basis) of the Persons described in such
financial statements as at the respective dates thereof and the results of
operations and cash flows (on a consolidated and, where applicable,
consolidating basis) of the Persons described therein for each of the periods
then ended, subject, in the case of any such unaudited financial statements, to
changes resulting from audit and normal year-end adjustments.

3.2.20 UCC Reports. Delivery to Administrative Agent of a UCC report of
a date reasonably close to the applicable Funding Date for each of the
jurisdictions in which any UCC-1 financing statements or amendments thereto are
intended to be filed in respect of the Collateral described in Section 3.2.6(a),
confirming that upon due filing or recording (assuming such filing or
recordation occurred on the date of such respective reports), as the case may
be, the security interests created under the relevant Collateral Documents will
be prior to all other financing statements or other security documents wherein
the security interest is perfected by filing in respect of such Collateral.

3.2.21 Base Case Project Projections. Delivery to Administrative Agent
of the combined Base Case Project Projections of operating expenses and cash
flow for the relevant Subject Project and all other Approved Projects, in
substantially the form of those Base Case Project Projections delivered pursuant
to Section 3.1.13 and otherwise in form and substance satisfactory to the
Technical Committee, which satisfy the following conditions:

(a) with respect to the proposed funding of any Subject Project,
demonstrating a minimum and average projected annual Interest Coverage Ratio
over the period of time commencing on the first January 1 or July 1, as the case
may be, to occur after the applicable Funding Date and ending on the scheduled
Loan Maturity Date for such Subject Project and all such Approved Projects
(taken as a whole) of no less than 2.10 to 1.0 and 2.25 to 1.0, respectively;

(b) with respect to the proposed funding of any Subject Project,
demonstrating a minimum and average projected annual Deemed Debt Service
Coverage Ratio over the period of time commencing on January 1, 2006 and ending
on December 31, 2030 for such Subject Project and all such Approved Projects
(taken as a whole) of no less than 2.10 to 1.0 and 2.50 to 1.0, respectively;

(c) with respect to the proposed funding of any Subject Project which
is an Identified Project, demonstrating a minimum and average projected annual
Deemed Debt Service Coverage Ratio over the period of time commencing on January
1, 2006 and ending on December 31, 2030 for such Subject Project which is not
materially worse than the minimum 

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and average projected annual Deemed Debt Service Coverage Ratios in respect of
such Subject Project set forth in the Base Case Project Projections delivered
pursuant to Section 3.1.13; and

(d) with respect to the proposed funding of any Subject Project which
is a Non-Identified Project, demonstrating a minimum and average projected
annual Deemed Debt Service Coverage Ratio over the period of time commencing on
January 1, 2006 and ending on December 31, 2030 for such Subject Project of no
less than 2.00 to 1.0.

3.2.22 Project Schedules; Project Budgets; Operating Budgets(a) . (a)
If the relevant Subject Project has not achieved Provisional Acceptance as of
the applicable Funding Date, delivery to Administrative Agent of (i) a Project
Schedule for the relevant Subject Project, updated from the applicable Project
Schedule submitted for such Subject Project pursuant to Section 3.1.12 (if any),
and (ii) a Project Budget for such Subject Project, updated from the applicable
budget submitted for such Project pursuant to Section 3.1.11 (if any), in each
case in form and substance reasonably satisfactory to the Technical Committee.

(b) If the relevant Subject Project has achieved Provisional
Acceptance as of the applicable Funding Date, delivery to Administrative Agent
of an Annual Operating Budget prepared in a manner consistent with, and in
compliance with the requirements of, Section 5.11 and otherwise in form and
substance reasonably satisfactory to the Technical Committee.

3.2.23 Real Estate Rights; A.L.T.A. Surveys. The Technical Committee
shall (a) be reasonably satisfied that the relevant Project Owner shall have
obtained all real estate rights necessary for construction and operation of the
relevant Subject Project (other than (i) such rights as can be obtained through
eminent domain proceedings or (ii) rights, the procurement of which, in the
Technical Committee's reasonable judgment, is not subject to the discretion of
any third party, and in the case of either clause (i) or (ii) above, the
Technical Committee shall be reasonably satisfied that any rights which have not
been obtained can be obtained without material difficulty or delay by the time
they are needed), and (b) have received A.L.T.A. surveys of the Site and, unless
not required by the Technical Committee, the Easements with respect to such
Subject Project in existence on the applicable Funding Date (which surveys shall
be reasonably current and in form and substance reasonably satisfactory to the
Technical Committee and the Title Insurer), certified to the Technical Committee
by a licensed surveyor reasonably satisfactory to the Technical Committee,
showing (A) as to such Site, the exact location and dimensions thereof
(including the location of all means of access thereto and all easements
relating thereto and showing the perimeter within which all foundations are or
are to be located); (B) as to such Easements in existence on the applicable
Funding Date, the exact location and dimensions thereof (including the location
of all means of access thereto, and all improvements or other encroachments in
or on such Easements in existence on the applicable Funding Date); (C) the
existing utility facilities servicing such Subject Project (including water,
electricity, gas, telephone, sanitary sewer and storm water distribution and
detention facilities); (D) that such existing improvements do not encroach or
interfere with adjacent property or existing easements or other rights (whether
on, above or below ground), and that there are no gaps, gores, projections,
protrusions or other survey defects; (E) whether such Site or any portion
thereof is located in a special earthquake or flood hazard zone; and (F) that
there are no other matters that could reasonably be expected to be disclosed by
a survey constituting a defect in title other than 

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Permitted Encumbrances with respect to such Subject Project; provided, however,
that the matters described in clauses (B) and (E) of this subsection (b) may be
shown by separate maps, surveys or other information reasonably satisfactory to
the Technical Committee, and the surveyor shall not be required to certify as to
the location of any easements, foundations, improvements, encroachments,
utilities or other matters which do not exist as of the applicable Funding Date.

3.2.24 Title Policies. (i) With respect to any Subject Project which
will be, or is required pursuant to the terms hereof to be, encumbered by a Deed
of Trust or Mortgage, delivery to Administrative Agent of a lender's A.L.T.A.
policy of title insurance (with, in the case of Easements with respect to which
A.L.T.A. surveys were not required by the Technical Committee pursuant to
Section 3.2.23, appropriate survey exceptions), together with such endorsements
as are reasonably required by the Technical Committee (and, in any event,
without a mechanics' or materialmen's exception included in such title policy,
except where applicable Governmental Rules prevent the deletion of such
exception), or commitment to issue such policy, dated as of the applicable
Funding Date, (1) in an amount equal to 65% of the aggregate amount of Project
Costs set forth in the Project Budget contemplated by Section 3.2.22 (or such
other lesser amount as is reasonably acceptable to the Technical Committee) and
(2) with such reinsurance as is reasonably satisfactory to the Technical
Committee, issued by the Title Insurer in form and substance reasonably
satisfactory to the Technical Committee, insuring (or agreeing to insure) that:

(a) the relevant Project Owner has an insurable fee or leasehold
title to or right to control, occupy and use the Site and the Easements with
respect to such Subject Project, free and clear of liens, encumbrances or other
exceptions to title (other than (i) Permitted Liens described in clause (a), (b)
or (e) of the definition thereof, (ii) those permitted pursuant to this Section
3.2.24 and (iii) those reasonably satisfactory to the Technical Committee and
specified on such policy); and

(b) to the extent applicable, the Deed of Trust or Mortgage, as
the case may be, with respect to such Subject Project creates (or will create
when recorded) a valid first lien on the Mortgaged Property with respect to such
Subject Project, free and clear of all liens, encumbrances and exceptions to
title whatsoever (other than those encumbrances permitted pursuant to Section
3.2.24(a)), or

(ii) With respect to any Subject Project which will not be encumbered
by a Deed of Trust or Mortgage (as permitted by Sections 3.2.6(a) and 5.12.3),
delivery to Administrative Agent of a true and correct copy of an owner's
A.L.T.A. policy of title insurance in respect of such Subject Project, which
policy shall (A) provide the relevant Project Owner with the types and amounts
of coverages described in Section 3.2.24(i)(a) above and (B) otherwise be in
form and substance reasonably satisfactory to the Technical Committee.

3.2.25 Regulatory Status. The relevant Subject Project (a) (i) shall
have complied with the requirements of 18 C.F.R. ss. 292.207 required to be
complied with as of the applicable Funding Date and (ii) Borrower shall have
delivered to Administrative Agent, in form and substance satisfactory to the
Technical Committee, either (A) a certificate of FERC certifying such Subject
Project as a Qualifying Facility, or (B) documentation evidencing the

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self-certification of such Subject Project as a Qualifying Facility and a legal
opinion of counsel to the relevant Project Owner with respect to the
effectiveness of such documentation to qualify such Subject Project as a
Qualifying Facility or (b) (1) shall be an Eligible Facility (and the relevant
Project Owner shall have received a determination that it is an Exempt Wholesale
Generator) or (2) shall be capable of becoming an Eligible Facility, and
Administrative Agent shall have received a legal opinion of counsel to the
relevant Project Owner in form and substance reasonably satisfactory to the
Technical Committee to the effect that there exists no reasonable basis for FERC
to deny an application filed by such Project Owner for Exempt Wholesale
Generator status.

3.2.26 Notice to Proceed. The Contractors with respect to the relevant
Subject Project shall have been (or shall concurrently be) given an
unconditional notice to proceed or otherwise been (or concurrently will be)
unconditionally directed to begin performance under the Prime Construction
Contracts to which it is a party on or prior to the applicable Funding Date, and
Administrative Agent shall have received reasonably satisfactory written
evidence thereof.

3.2.27 Utilities. Delivery to Administrative Agent of evidence
reasonably acceptable to the Technical Committee showing that all gas and
electrical interconnection and utility services necessary for the construction
and the operation of the relevant Subject Project for its intended purposes are
available at such Subject Project or will be so available as and when required
upon commercially reasonable terms consistent with the Project Budget and
Project Schedule contemplated by Section 3.2.22 and the Base Case Project
Projections contemplated by Section 3.2.21.

3.2.28 Election of Applicable Ratio. At least four Banking Days prior
to the applicable Funding Date, Borrower shall have delivered to Administrative
Agent a properly completed Ratio Election Certificate, dated as of the
applicable Funding Date and signed by a Responsible Officer of Borrower,
pursuant to which Borrower shall certify, among other things, after taking into
consideration the making of the Development Loans being requested, (a) to the
then current Deemed Development Loan Ratio, (b) to the then current Applicable
Development Loan Ratio for such Subject Project and each other Approved Project,
(c) to the then current Blended Development Loan Ratio for all Approved
Projects, (d) to the then current Blended Ratio for all Approved Projects and
(e) to the then current Capped Commitment Amount.

3.2.29 Diversified Revenue Requirements. After taking into
consideration the making of the requested Development Loan, as of the applicable
Funding Date, no more than 40% of the Portfolio Megawatts, and no more than 30%
of the EBITDA of Portfolio Entities, shall be attributable to Approved Projects
with an (a) actual or projected capacity factor of less than 10% in any three
years and (b) average capacity factor of less than 20% over all years, in each
case during the 25 year period commencing on the date of Provisional Acceptance
or date of acquisition of the Approved Project most recently achieving
Provisional Acceptance or acquired in accordance with the terms hereof.

3.2.30 Updated Exhibits. Borrower shall have delivered to
Administrative Agent a supplement to (a) Exhibit K hereto (which Exhibit shall
be automatically amended without further action to give effect to such
supplement on the applicable Funding Date) reflecting any additional or revised
insurance policies required by the Insurance Consultant in respect of the

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relevant Subject Project, (b) Exhibit G-6 hereto (which Exhibit shall be
automatically amended without further action to give effect to such supplement
on the applicable Funding Date) referencing the environmental reports in respect
of such Subject Project that were delivered to Administrative Agent pursuant to
Section 3.2.11 and (c) Exhibit D-5 hereto (which Exhibit shall be automatically
amended without further action to give effect to such supplement on the
applicable Funding Date) reflecting the filings and recordings required to be
made to perfect security interests in the Collateral described in Section
3.2.6(a), in each case which supplement shall be in form and substance
reasonably satisfactory to the Technical Committee.

3.2.31 Joint Venture Projects (Joint Ownership of Project Owner). In
the case of a Subject Project owned by a Project Owner which is not Borrower or
a wholly-owned Subsidiary of Borrower, (a) Administrative Agent shall have
received the organizational and governing documents relating to the joint
ownership, operation or governance of such Project Owner (collectively, the
"Co-Ownership Organization Documents"), in form and substance reasonably
satisfactory to the Technical Committee, (b) such Co-Ownership Organization
Documents shall vest sole control over such Project Owner and the Subject
Project in the shareholder, member or partner, as the case may be, which is
Borrower or a Subsidiary of Borrower (the "NRG Co-Project Owner"), provided that
decisions related to (i) the dissolution, liquidation, sale or merger of such
Project Owner, (ii) the admission or substitution of a new shareholder, member
or partner, as the case may be, (iii) the sale or refinancing of such Subject
Project), (iv) material capital expenditures, (v) the incurrence of indebtedness
(other than any indebtedness under any of the Credit Documents) other than in
the ordinary course of business and individually in an aggregate principal
amount in excess of $10,000,000, (vi) the change in the nature of the relevant
Project Owner's business and (vii) any matter which each shareholder, member or
partner, as the case may be, must approve or consent to as a matter of
applicable law, in each case may be subject to the approval or consent of each
of or a supermajority of the applicable shareholders, members or partners, as
the case may be, (c) the NRG Co-Project Owner owns more than 50% of the equity
interests in such Project Owner, (d) each of the shareholders, members or
partners, as the case may be, of such Project Owner (collectively, the
"Co-Project Owners") has executed and delivered all documents, instruments,
supplements and amendments necessary to create a valid and perfected first
priority Lien in favor Administrative Agent, for the benefit of Secured Parties,
on each such Co-Project Owners' equity interests in the Project Owner and,
subject to the proviso set forth in Section 3.2.6(a), the assets of the Project
Owner and (e) each Co-Project Owner shall be a special purpose vehicle which
shall have no assets or liabilities other than its equity interests in such
Project Owner and whose sole purpose is the ownership and maintenance of such
equity interests (the requirements set forth in clauses (a) through (e) shall
herein be referred to, collectively, as the "Co-Project Owner Requirements").

3.3 Conditions Precedent to Each Development Credit Event. The
obligation of Banks to make each Development Loan (including the initial
Development Loan for each Approved Project) (a "Development Credit Event") is
subject to the prior satisfaction (or written waiver by Administrative Agent
with the consent of Required Banks) of each of the following conditions
(provided that (a) the conditions precedent set forth in Sections 3.3.3, 3.3.4,
3.3.5, 3.3.7, 3.3.8 and 3.3.11 shall not be required to be satisfied in
connection with any initial Development Loan for an Approved Project, (b) the
conditions precedent set forth in Section 3.3 shall not be required to be
satisfied in connection with any initial Development Loan for any 

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Subject Acquisition, so long as the proceeds of such initial Development Loan
are solely to be used to make payments due under the relevant Acquisition
Documents and pay related transaction costs and (c) the conditions precedent set
forth in Section 3.3 shall not be required to be satisfied in connection with
any Development Loan for any Major Maintenance):

3.3.1 Notice of Development Loan Borrowing. Borrower shall have
delivered a Notice of Development Loan Borrowing to Administrative Agent in
accordance with the procedures specified in Section 2.1.

3.3.2 Development Drawdown Certificate and Engineer's Certificate. (a)
At least seven Banking Days prior to each Development Credit Event, Borrower
shall have provided Administrative Agent with a certificate, dated the
applicable Funding Date and signed by a Responsible Officer of Borrower,
substantially in the form of Exhibit C-5 hereto, in respect of each Approved
Project for which a disbursement of funds is being requested and (b) at least
four Banking Days prior to each Development Credit Event, the Independent
Engineer shall have provided Administrative Agent with a certificate of the
Independent Engineer, dated the applicable Funding Date and signed by an
authorized representative of the Independent Engineer, substantially in the form
of Exhibit C-6 hereto. Such certificates shall certify, among other things,
that:

(i) after taking into consideration the making of the Development Loans
being requested, Available Development Funds are not less than the aggregate
unpaid amount of Project Costs required to cause the Completion Date of all
Approved Projects that have not achieved Completion to occur in accordance with
all Legal Requirements, the relevant Prime Construction Contracts and the terms
of the Credit Documents prior to the earlier of the Loan Maturity Date and
guaranteed completion date with respect to each such Approved Project set
therefor in such Approved Project's Project Schedule and to pay or provide for
all anticipated non-construction Project Costs as to each such Approved Project
(as determined by reference to such Approved Project's then current Project
Schedule and Project Budget);

(ii) the aggregate amount of Project Costs for each such Approved
Project (excluding expenses not allocable to a particular Approved Project) for
which the disbursement of funds is being requested is not projected to exceed
110% of the anticipated aggregate amount of Project Costs for such Approved
Project as set forth in such Approved Project's Project Budget delivered
pursuant to Section 3.2 or 3.5; and

(iii) the aggregate amount of Project Costs for all Approved Projects
then under construction is not projected to exceed 105% of the anticipated
aggregate amount of Project Costs for all such Approved Projects as set forth in
the respective Project Budgets delivered pursuant to Section 3.2 or 3.5;

provided, however, that if the condition described in clause (ii) or (iii) above
is not satisfied with respect to the relevant Approved Project for which funds
are being requested, such condition shall be deemed to be satisfied if (A)
Borrower demonstrates to the reasonable satisfaction of the Technical Committee
that (1) the minimum and average projected annual Interest Coverage Ratios over
the period of time commencing on the first January 1 or July 1, as the case may
be, to occur after the applicable Funding Date and ending on the scheduled Loan
Maturity Date for 

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the relevant Approved Project and all Approved Projects (taken as a whole) are
not less than 2.10 to 1.0 and 2.25 to 1.0, respectively and (2) the minimum and
average projected annual Deemed Debt Service Coverage Ratios over the period of
time commencing on January 1, 2006 and ending on December 31, 2030 for the
relevant Approved Project and all Approved Projects (taken as a whole) are not
less than 2.10 to 1.0 and 2.50 to 1.0, respectively, or (B) NRG Energy
unconditionally and irrevocably commits (such commitment to be made pursuant to
Section 2.1.8 of the NRG Energy Equity Undertaking) to make equity contributions
to the relevant Project Owner to fund the Project Costs for the relevant
Approved Project or Approved Projects, as the case may be, then under
construction which are in excess of the anticipated aggregate amount of Project
Costs for such Approved Project or Approved Projects (as set forth in the
respective Project Budgets delivered pursuant to Section 3.2 or 3.5) as and when
the same may be due and payable.

3.3.3 Title Policy Endorsement. Borrower shall have provided, or
Administrative Agent shall be adequately assured that the Title Insurer is
committed at the time of the applicable Development Credit Event to issue to
Administrative Agent, a date-down endorsement of the relevant Title Policies, if
any, to the date of such Development Credit Event, (a) insuring or otherwise
establishing to the satisfaction of Administrative Agent the continuing first
priority of the relevant Deeds of Trust or Mortgages, as the case may be, if any
(subject only to relevant Permitted Encumbrances and Permitted Liens described
in clause (a), (b) or (c) of the definition thereof), and (b) otherwise in form
and substance reasonably satisfactory to Administrative Agent.

3.3.4 Lien Releases. If requested by Administrative Agent and subject
to Borrower's right to contest liens as described in the definition of
"Permitted Liens", Borrower shall have delivered to Administrative Agent duly
executed acknowledgments of payments and releases of mechanics' and
materialmen's liens, in form and substance reasonably satisfactory to
Administrative Agent, from each relevant Contractor thereof for all work,
services and materials (including equipment and fixtures of all kinds) done,
previously performed or furnished for the construction of the Approved Project
for which the disbursement of funds is being requested; provided, however, that
such releases may be conditioned upon receipt of payment with respect to work,
services and materials to be paid for with the proceeds of the requested Loans
pursuant to this Section 3.3.

3.3.5 Applicable Permits(a) . (a) Except as disclosed in the Permit
Schedule applicable to the Approved Project for which the disbursement of funds
is being requested, if any, all Applicable Permits and Applicable Third Party
Permits (as of the date of the Development Credit Event) with respect to the
construction and, if applicable, operation of the relevant Approved Project
required to have been obtained by the relevant Project Owner (or such Project
Owner and its Joint Venturers, if applicable) or any other applicable Major
Project Participant by the date of such Development Credit Event from any
Governmental Authority shall have been issued and be in full force and effect
and not subject to current legal proceedings or to any unsatisfied conditions
that could reasonably be expect to result in material modification or
revocation, and all applicable appeal periods with respect thereto shall have
expired.

(b) With respect to any Permits not yet obtained and, if the
Approved Project for which the disbursement of funds is being requested has an
associated 

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Permit Schedule, listed in Part II(A) or II(B) of the applicable Permit
Schedule, either (a) in the Technical Committee's reasonable opinion, such
Permit will be timely obtainable at a cost consistent with the applicable
Project Budget without material difficulty or delay prior to the time the
relevant Project Owner (or such Project Owner and its Joint Venturers, if
applicable) or the applicable other Major Project Participant, as applicable,
requires such Permit, or (b) there shall exist alternate solutions (the expected
cost of which is reflected in the applicable Project Budget) reasonably
satisfactory to the Technical Committee which would eliminate the need for such
Permit.

(c) Except as disclosed in the applicable Permit Schedule, if
any, such Permits which have been obtained by the relevant Project Owner (or
such Project Owner and its Joint Venturers, if applicable) or any applicable
Major Project Participant shall not be subject to any restriction, condition,
limitation or other provision that could reasonably be expected to have a
Borrower Material Adverse Effect or a Project Material Adverse Effect in respect
of the Approved Project for which the disbursement of funds is being requested.

3.3.6 Additional Documentation. With respect to Additional Project
Documents which are Major Project Documents and Applicable Permits with respect
to the relevant Approved Project, entered into or obtained, transferred or
required (whether because of the status of the construction or operation of the
such Approved Project or otherwise) since the date of the most recent
Development Credit Event, in furtherance of, among other things, the Lien on
such Approved Project and related Collateral granted on the Closing Date or the
applicable Funding Date, as the case may be, there shall have been delivery and
satisfaction of such matters as are described in (and subject to the
limitations, approvals and other requirements set forth in) Sections 3.2.1
through 3.2.6 and 3.2.8 and, if reasonably requested by Administrative Agent,
Section 3.2.9 to the extent applicable to such Additional Project Documents or
Applicable Permits.

3.3.7 Casualty. If at the time of any Development Credit Event, the
relevant Approved Project shall have been materially injured or damaged by
flood, fire or other casualty, Administrative Agent shall have received
insurance proceeds or money or other assurances sufficient in the reasonable
judgment of Administrative Agent and the Independent Engineer to assure
restoration and Completion of such Approved Project prior to the scheduled Loan
Maturity Date and each of the conditions set forth in Section 2.3.3 through
2.3.5 of the Depositary Agreement have been satisfied.

3.3.8 Insurance. Insurance complying with the requirements of Section
5.13 and Section 4.10 of the applicable Project Owner Guaranty shall be in
effect, and, upon the request of Administrative Agent, evidence thereof shall be
provided to Administrative Agent.

3.3.9 Representations and Warranties. Each representation and warranty
of the Member and NRG Energy with respect to the relevant Approved Project, if
any, in any Credit Document, and each representation and warranty of Borrower,
the Project Owner, the other Portfolio Entities and, if applicable, the relevant
Affiliate Pledgors with respect to each such Approved Project and, if
applicable, the Co-Project Owners with respect to each such Approved Project in
any of the other Operative Documents, in each case with respect to itself or
each such Approved Project, shall be true and correct in all material respects
as of the applicable Funding 

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Date (unless any such representation and warranty relates solely to an earlier
date, in which case it shall have been true and correct in all material respects
as of such earlier date).

3.3.10 No Default. No Event of Default or Inchoate Default, or Project
Default or Project Inchoate Default in respect of the relevant Project Owner,
has occurred and is continuing or will result from such Development Credit
Event.

3.3.11 Operative Documents, Applicable Permits and Applicable Third
Party Permits in Effect. Each Credit Document, Major Project Document,
Additional Project Document, Applicable Permit (except as provided in Section
3.3.5) and Applicable Third Party Permit (except as provided in Section 3.3.5)
related to the relevant Approved Project remains in full force and effect in
accordance with its terms and no material defaults have occurred thereunder.

3.3.12 No Material Adverse Effect. Since the Closing Date, no event or
circumstance having a Borrower Material Adverse Effect or a Project Material
Adverse Effect in respect of the relevant Project Owner has occurred and is
continuing.

3.3.13 No Litigation. No action, suit, proceeding or investigation
shall have been instituted or threatened against any Portfolio Entity or
Affiliate Pledgor in respect of the relevant Approved Project which could
reasonably be expected to have a Borrower Material Adverse Effect or a Project
Material Adverse Effect in respect of the relevant Project Owner.

3.3.14 Development Loan Limitation. In the case of any Approved Project
in respect of which NRG Energy has made an Initial Plant Payment Contribution in
accordance with Section 2.1.3 of the NRG Energy Equity Undertaking and Section
3.5.37, the aggregate amount of the requested Development Loans in respect of
such Approved Project shall not exceed the relevant Development Loan Limitation.

3.4 Conditions Precedent to the Funding of Working Capital Loans. The
obligation of Banks to make each Working Capital Loan (a "Working Capital Credit
Event") is subject to the prior satisfaction (or written waiver by
Administrative Agent with the consent of Required Banks) of each of the
following conditions:

3.4.1 Operative Documents.

(a) With respect to the initial Working Capital Loan for a
particular Material Asset or Turbine, delivery to Administrative Agent of a true
and correct copy of (i) all documents, instruments, supplements or amendments
necessary to create a valid and perfected first priority Lien on the assets to
be acquired with the proceeds of the requested Working Capital Loan (including
any Turbine) and (ii) a Consent and Agreement relating to the applicable
Material Asset Contract or Turbine Purchase Contract, as the case may be (unless
the Technical Committee shall otherwise agree), in substantially the form of
Exhibit E-1 hereto (or otherwise in form and substance reasonably satisfactory
to the Technical Committee).

(b) With respect to the initial Working Capital Loan for a
particular Material Asset or Turbine, all actions shall have been taken to
provide Administrative Agent, for the benefit of Secured Parties, with a valid
and perfected first priority Lien on the assets being 

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acquired with the proceeds of the requested Working Capital Loan and on all
other Collateral then in existence related to the relevant Portfolio Entities
which will directly or indirectly receive the proceeds of such Working Capital
Loan (including the creation of a valid and perfected first priority Lien on the
relevant Accounts and the relevant Pledged Equity Interests), including to the
extent necessary, the execution, delivery and filing of UCC-1, UCC-2 or UCC-3
financing statements, as applicable, with respect to such Collateral with the
secretary of state and/or other appropriate filing office in the states of
formation of the relevant Project Owner, in the state where any such assets are
located or the states in which such Project Owner's principal place of business
is located.

(c) With respect to the initial Working Capital Loan for a
particular Material Asset or Turbine, delivery to Administrative Agent of true
and correct copies of each Turbine Purchase Contract or Material Asset Purchase
Contract with respect to such Turbine or Material Asset, as the case may be, in
effect as of the applicable Funding Date, certified by a Responsible Officer of
Borrower as being true, complete and correct and in full force and effect on the
applicable Funding Date. Each such certificate shall also state that neither the
relevant Project Owner nor, to the best knowledge of Borrower, any other party
to any such Turbine Purchase Contract or Material Asset Purchase Contract, as
the case may be, is or, but for the passage of time or giving of notice or both
will be, in breach of any material obligation thereunder, and that all
conditions precedent to the performance of the parties under such Turbine
Purchase Contract or Material Asset Purchase Contract, as the case may be, then
required to have been performed have been satisfied.

(d) With respect to the initial Working Capital Loan for a
particular Material Asset or Turbine, delivery to Administrative Agent of a true
and complete copy of a Project Owner Guaranty, in the form of Exhibit D-2A
hereto, duly executed by the relevant Project Owner.

Unless otherwise specified above, all the Credit Documents, Material
Asset Contracts and Turbine Purchase Contracts specified above shall be in form
and substance reasonably satisfactory to the Technical Committee and shall have
been duly authorized, executed and delivered by the parties thereto.

3.4.2 Legal Opinions.

(a) Without duplication of any legal opinions of counsel
delivered to Administrative Agent pursuant to Section 3.1.10, 3.2.8 or 3.5.9,
with respect to the initial Working Capital Loan for a particular Material Asset
or Turbine, delivery to Administrative Agent of legal opinions of counsel to
each Portfolio Entity which will directly or indirectly receive the proceeds of
such Working Capital Loan, in each case in form and substance satisfactory to
the Technical Committee.

(b) Without duplication of any legal opinions of counsel
delivered to Administrative Agent pursuant to Section 3.1.10, 3.2.8, 3.4.2(a) or
3.5.9, with respect to the initial Working Capital Loan for a particular
Material Asset or Turbine, delivery to Administrative Agent of legal opinions of
counsel to each Person designated by the Technical Committee that is a party to
a Material Asset Contract or Turbine Purchase Contract delivered 

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pursuant to Section 3.4.1(c), in each case in substantially the form of Exhibit
B to Exhibit E-1 hereto (or otherwise in form and substance reasonably
satisfactory to the Technical Committee).

3.4.3 Payment of Fees. All taxes, fees and other costs payable in
connection with the execution, delivery, recordation and filing of the documents
and instruments referred to in this Section 3.4, shall have been paid in full
or, as approved by the Technical Committee, provided for.

3.4.4 Notice of Working Capital Loan Borrowing. Borrower shall have
delivered a Notice of Working Capital Loan Borrowing to Administrative Agent in
accordance with the procedures specified in Section 2.1.

3.4.5 Working Capital Drawdown Certificate and Engineer's Certificate.
If the proceeds of the requested Working Capital Loan are to be used to make
progress payments in respect of any Turbine or Material Asset, or otherwise to
acquire any Turbine or any Material Asset, (i) at least seven Banking Days prior
to each such Working Capital Credit Event, Borrower shall have provided
Administrative Agent with a certificate, dated the applicable Funding Date and
signed by an authorized officer of Borrower, substantially in the form of
Exhibit C-7 hereto, in respect of each Turbine or Material Asset for which a
disbursement of funds are being requested and (ii) at least four Banking Days
prior to each such Working Capital Credit Event, the Independent Engineer shall
have provided Administrative Agent with a certificate of the Independent
Engineer, dated the applicable Funding Date and signed by an authorized
representative of the Independent Engineer, substantially in the form of Exhibit
C-8 hereto.

3.4.6 Maximum Amount of Drawdown. After taking into consideration the
making of the Working Capital Loan being requested, the aggregate amount of
Working Capital Loans then outstanding do not exceed 17.5% of the aggregate
Project Costs incurred or to be incurred (as set forth in the then current
Project Budgets, Maintenance Budgets or Annual Operating Budgets, as the case
may be) for each Approved Project (other than any Approved Project which is as
of the applicable Funding Date the subject of a Project Inchoate Default or a
Project Default); provided, however, that such limitation shall not apply to the
making of any Working Capital Loans on the Closing Date the proceeds of which
shall be used solely to fund the fees and expenses referred to in Section 3.1.20
and other expenses of Borrower reasonably incidental to the closing of the
transactions contemplated hereby.

3.4.7 Insurance. If the proceeds of the requested Working Capital Loan
are to be used to make progress payments in respect of any Turbine or Material
Asset, or otherwise to acquire any Turbine or any Material Asset, delivery to
Administrative Agent of the Insurance Consultant's certificate with respect to
the relevant Turbine or Material Asset, as the case may be, in substantially the
form of Exhibit F-4 hereto, which certificate shall confirm that insurance
complying with the requirements of Section 5.13 and Section 4.10 of the relevant
Project Owner Guaranty with respect to such Turbine or Material Asset, as the
case may be, shall be in effect, and, upon the request of Administrative Agent,
evidence thereof shall be provided to Administrative Agent.

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3.4.8 Representations and Warranties. Each representation and warranty
of Borrower, the relevant Affiliate Pledgor (if any) and the relevant Portfolio
Entities in any of the Operative Documents and, if the proceeds of the requested
Working Capital Loan are to be used to make progress payments in respect of any
Turbine, or otherwise to acquire any Turbine or Material Asset, as the case may
be, each representation and warranty of the Member and NRG Energy with respect
to such Turbine or Material Asset, if any, in any Credit Document, in each case
with respect to itself or, if applicable, such Turbine or Material Asset, as the
case may be, shall be true and correct in all material respects as of the
applicable Funding Date (unless any such representation and warranty relates
solely to an earlier date, in which case it shall have been true and correct in
all material respects as of such earlier date).

3.4.9 No Default. No Event of Default or Inchoate Default has occurred
and is continuing or will result from such Working Capital Credit Event.

3.4.10 Operative Documents in Effect. Each Credit Document, and if the
proceeds of the requested Working Capital Loan are to be used to make progress
payments in respect of any Approved Turbine, or otherwise acquire any Approved
Turbine or Material Asset, as the case may be, the relevant Turbine Purchase
Contract or Material Asset Purchase Contract, as the case may be, remains in
full force and effect in accordance with its terms and no material defaults have
occurred thereunder.

3.4.11 No Material Adverse Effect. Since the Closing Date, no event or
circumstance having a Borrower Material Adverse Effect has occurred and is
continuing.

3.4.12 No Litigation. No action, suit, proceeding or investigation
shall have been instituted or threatened which could reasonably be expected to
have a Borrower Material Adverse Effect.

3.5 Conditions Precedent to Approved Acquisitions. Subject to Section 3.12
(to the extent applicable), the obligation of Banks to make any Development Loan
with respect to a particular Subject Acquisition (an "Acquisition Credit Event")
is subject to the prior satisfaction (or written waiver by Administrative Agent
with the consent of Required Banks) of each of the following conditions:

3.5.1 Diligence. The Technical Committee shall have completed, and
shall be satisfied with the results of, their due diligence (including legal,
accounting, tax, business and technical due diligence) investigation of the
Subject Acquisition and the Acquisition Plant to be acquired pursuant to such
Subject Acquisition.

3.5.2 Resolutions. Delivery to Administrative Agent of (a) a copy of
one or more resolutions or other authorizations, in form and substance
reasonably satisfactory to Administrative Agent, of the board of directors or
other similar governing body of the relevant Portfolio Entities, the relevant
Affiliate Pledgor (if any) and each of the relevant Affiliated Major Project
Participants (if any), authorizing the execution, delivery and performance of
the Operative Documents with respect to the relevant Subject Acquisition and any
instruments or agreements required hereunder or thereunder to which such Person
is a party, certified by the appropriate officers of each such Person as being
in full force and effect on the applicable 

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Funding Date, or (b) in so far as any of the materials delivered pursuant to
Section 3.1.1, 3.2.1 or 6.5.2 are sufficient (in the reasonable discretion of
Administrative Agent) to satisfy the requirements set forth in this Section
3.5.2, Borrower shall deliver a certificate by the appropriate officers that the
resolutions or other authorizations delivered pursuant to Section 3.1.1, 3.2.1
or 6.5.2 have not been amended, modified or revoked and remain in full force and
effect as of the applicable Funding Date.

3.5.3 Incumbency. Delivery to Administrative Agent of (a) a
certificate, in form and substance reasonably satisfactory to Administrative
Agent, from the relevant Portfolio Entities, the relevant Affiliate Pledgor (if
any) and each of the relevant Affiliated Major Project Participants (if any),
signed by the appropriate authorized officer of each such Person and dated the
applicable Funding Date, as to the incumbency of the natural Persons authorized
to execute and deliver the Operative Documents with respect to the relevant
Subject Acquisition and any instruments or agreements required hereunder or
thereunder to which such Person is a party, or (b) in so far as any of the
certificates delivered pursuant to Section 3.1.2, 3.2.2 or 6.5.2 are sufficient
(in the reasonable discretion of Administrative Agent) to satisfy the
requirements set forth in this Section 3.5.3, Borrower shall deliver a
certificate by the appropriate officers that the certificates delivered pursuant
to Section 3.5.3 have not been amended, modified or revoked and remains in full
force and effect as of the applicable Funding Date.

3.5.4 Formation Documents. Delivery to Administrative Agent of (a)
copies of the articles of incorporation, certificate of formation or certificate
of incorporation or charter or other state certified constituent documents of
the relevant Portfolio Entities, the relevant Affiliate Pledgor (if any) and
each other relevant Affiliated Major Project Participant (if any), certified, if
requested by the Technical Committee, by the secretary of state of such Person's
state of formation or incorporation, as the case may be, and (b) copies of the
Bylaws or other comparable constituent documents of each such Person, certified
by its secretary or an assistant secretary, or (c) in so far as any of the
governing documents delivered pursuant to Section 3.1.3, 3.2.3 or 6.5.2 are
sufficient (in the reasonable discretion of Administrative Agent) to satisfy the
requirements set forth in this Section 3.5.4, Borrower shall deliver a
certificate by the appropriate officers that the governing documents delivered
pursuant to this Section 3.5.4 have not been amended, modified or revoked and
remain in full force and effect as of the applicable Funding Date.

3.5.5 Good Standing Certificates. Delivery to Administrative Agent of
certificates issued by the secretary of state of the state in which the relevant
Portfolio Entities, the relevant Affiliate Pledgor (if any) and each other Major
Project Participant (if any) with respect to relevant Subject Acquisition are
formed or incorporated, as the case may be, together with certificates issued by
the secretary of state of the state where the Acquisition Plant to be acquired
pursuant to such Subject Acquisition is located, in each case (a) dated no more
than 30 days prior to the applicable Funding Date and (b) certifying that such
Person is in good standing and is qualified to do business in, and has paid all
franchise taxes or similar taxes due to, such states (provided that, with
respect to any Major Project Participant which is not an Affiliate of NRG
Energy, no such certificates shall be required if such Major Project Participant
is not required to qualify to do business in such state in order to perform its
obligations under any Project Document with respect to such Subject Acquisition
or where such Major Project Participant is not the type of Person for which a
good standing certificates is reasonably available).

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3.5.6 Third Party Consents. Delivery to Administrative Agent of a copy
of any approval (other than any Consent) by any Person (including any
Governmental Authority) required as of the applicable Funding Date in connection
with any transaction herein contemplated with respect to the relevant Project
Owner or Subject Acquisition (including any approvals required to consummate the
Subject Acquisition), which approvals shall be in form and substance reasonably
satisfactory to Administrative Agent.

3.5.7 Operative Documents.

(a) Delivery to Administrative Agent of a true and correct copy
of all documents, instruments, supplements or amendments necessary to create a
valid and perfected first priority Lien on the assets (including the relevant
Acquisition Plant) related to the relevant Subject Acquisition and all other
Collateral relating to the relevant Project Owner or Subject Acquisition then in
existence (including the creation of a valid and perfected first priority Lien
on the relevant Accounts and the relevant Pledged Equity Interests); provided,
that unless a Mortgage Event has occurred and is continuing, with respect to any
Acquisition Plant located in the State of New York, no Deeds of Trust or
Mortgages shall be required in any circumstance where Borrower reasonably
determines and certifies (as verified by the Technical Committee) that the
documentation, filing, recording and other fees and expenses reasonably
anticipated to be incurred by any Portfolio Entity in connection with the
drafting, negotiating, filing and recording of any such Deed of Trust or
Mortgage are materially greater in the State of New York than the fees and
expenses customarily incurred by borrowers in respect of real property located
in other jurisdictions in the United States; provided, however, that, at all
times, Deeds of Trust or Mortgages, as the case may be, shall be required to be
maintained on the real property interests underlying at least 50% of the
Approved Projects then in existence (which percentage shall based on the amount
of Loan proceeds attributable and allocated to, or contemplated to be
attributable or allocated to, such Approved Projects).

(b) Subject to the proviso to Section 3.5.7(a), all actions shall
have been taken to provide Administrative Agent, for the benefit of Secured
Parties, with a valid and perfected first priority Lien on the assets related to
the relevant Subject Acquisition (including the relevant Acquisition Plant) and
all other Collateral relating to the relevant Project Owner or Subject
Acquisition then in existence, including, to the extent necessary, (i) the
filing of UCC-1, UCC-2 or UCC-3 financing statements, as applicable, with
respect to such assets and Collateral with the secretary of state and/or other
appropriate filing office in the state in which the assets to be acquired
pursuant to such Subject Acquisition are located, in the state of formation of
the relevant Project Owner or the state in which such Project Owner's principal
place of business is located and the execution, delivery and recordation of the
relevant Deed of Trust or Mortgage, as the case may be (if applicable), and (ii)
fixture filings with respect to the assets to be acquired pursuant to such
Subject Acquisition.

(c) If the relevant Acquisition Plant has not achieved Completion
as of the applicable Funding Date and if the relevant Project Owner has elected
to design, engineer, construct, install, start-up and test the relevant Subject
Acquisition pursuant to Option A set forth in Schedule 3.2.6 hereto, delivery to
Administrative Agent of a true and correct copy of the relevant Turn-key EPC
Contract in substantially the form of Exhibit G-12A hereto (or otherwise in form
and substance reasonably satisfactory to Required Banks), together with a
Consent and 

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Agreement relating to such Turn-key EPC Contract in substantially the form of
Exhibit E-1 hereto (or otherwise in form and substance reasonably satisfactory
to the Technical Committee).

(d) If the relevant Acquisition Plant has not achieved Completion
as of the applicable Funding Date and if the relevant Project Owner has elected
to design, engineer, construct, install, start-up and test the relevant Subject
Acquisition pursuant to Option B set forth in Schedule 3.2.6 hereto, delivery to
Administrative Agent of a true and correct copy of (i) the relevant Alternative
Turn-key Contract in substantially the form of Exhibit G-12B hereto (or
otherwise in form and substance reasonably satisfactory to Required Banks),
together with a Consent and Agreement relating to such Alternative Turn-key
Contract in substantially the form of Exhibit E-1 hereto (or otherwise in form
and substance reasonably satisfactory to the Technical Committee) and (ii) the
relevant Turbine Purchase Contract(s), together with a Consent and Agreement
relating to each such Turbine Purchase Contract (unless and to the extent
otherwise agreed by the Technical Committee) in substantially the form of
Exhibit E-1 hereto (or otherwise in form and substance reasonably satisfactory
to the Technical Committee).

(e) If the relevant Acquisition Plant has not achieved Completion
as of the applicable Funding Date and if the relevant Project Owner has elected
to design, engineer, construct, install, start-up and test the relevant Subject
Acquisition pursuant to Option C set forth in Schedule 3.2.6 hereto, delivery to
Administrative Agent of a true and correct copy of (i) the relevant Capped
Turn-key Contract in substantially the form of Exhibit G-12C hereto (or
otherwise in form and substance reasonably satisfactory to Required Banks),
together with a Consent and Agreement relating to such Capped Turn-key Contract
in substantially the form of Exhibit E-1 hereto (or otherwise in form and
substance reasonably satisfactory to the Technical Committee) and (ii) the
relevant Turbine Purchase Contract(s), together with a Consent and Agreement
relating to each such Turbine Purchase Contract in substantially the form of
Exhibit E-1 hereto (or otherwise in form and substance reasonably satisfactory
to the Technical Committee).

(f) If the relevant Acquisition Plant has not achieved Completion
as of the applicable Funding Date and if the relevant Project Owner has elected
to design, engineer, construct, install, start-up and test the relevant Subject
Acquisition pursuant to Option D set forth in Schedule 3.2.6 hereto, delivery to
Administrative Agent of a true and correct copy of (i) the relevant Supported
Turn-key Contract in substantially the form of Exhibit G-12D hereto (or
otherwise in form and substance reasonably satisfactory to Required Banks),
together with a Consent and Agreement relating to such Supported Turn-key
Contract in substantially the form of Exhibit E-1 hereto (or otherwise in form
and substance reasonably satisfactory to the Technical Committee), (ii) the
relevant Turbine Purchase Contract(s), together with a Consent and Agreement
relating to each such Turbine Purchase Contract in substantially the form of
Exhibit E-1 hereto (or otherwise in form and substance reasonably satisfactory
to the Technical Committee) and (iii) a written acknowledgement, in form and
substance reasonably satisfactory to the Technical Committee, duly executed by a
Responsible Officer of NRG Energy, that the relevant Subject Acquisition shall
be included with the obligations undertaken pursuant to Section 2.1.7 of the NRG
Energy Equity Undertaking.

(g) If the real property rights underlying the relevant Subject
Acquisition have been acquired pursuant to a Lease, delivery to Administrative
Agent of a true 

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and correct copy of the relevant Lease, together with a Consent and Agreement
relating to such Lease (unless and to the extent otherwise agreed by the
Technical Committee) in substantially the form of Exhibit E-1 hereto (or
otherwise in form and substance reasonably satisfactory to the Technical
Committee).

(h) If any Person has agreed to provide major maintenance and
overhaul services for the relevant Subject Acquisition (or any material portion
thereof) as of the applicable Funding Date, delivery to Administrative Agent of
a true and correct copy of the relevant Maintenance Contracts, together with a
Consent and Agreement relating to each such Maintenance Contract (unless and to
the extent otherwise agreed by the Technical Committee) in substantially the
form of Exhibit E-1 hereto (or otherwise in form and substance reasonably
satisfactory to the Technical Committee).

(i) If the relevant Project Owner is a party to any Major Fuel
Supply Contract as of the applicable Funding Date, delivery to Administrative
Agent of a true and correct copy of the relevant Major Fuel Contracts, together
with a Consent and Agreement relating to each such Major Fuel Supply Contract
(unless and to the extent otherwise agreed by the Technical Committee) in
substantially the form of Exhibit E-1 hereto (or otherwise in form and substance
reasonably satisfactory to the Technical Committee).

(j) If the relevant Project Owner is a party to any Major Fuel
Transportation Agreement as of the applicable Funding Date, delivery to
Administrative Agent of a true and correct copy of the relevant Major Fuel
Transportation Agreements, together with a Consent and Agreement relating to
each such Major Fuel Transportation Agreement (unless and to the extent
otherwise agreed by the Technical Committee) in substantially the form of
Exhibit E-1 hereto (or otherwise in form and substance reasonably satisfactory
to the Technical Committee).

(k) If the relevant Project Owner is a party to any Major Power
Purchase Agreements as of the applicable Funding Date, delivery to
Administrative Agent of a true and correct copy of the relevant Major Power
Purchase Agreements, together with a Consent and Agreement relating to each such
Major Power Purchase Agreement (unless and to the extent otherwise agreed by the
Technical Committee) in substantially the form of Exhibit E-1 hereto (or
otherwise in form and substance reasonably satisfactory to the Technical
Committee).

(l) Delivery to Administrative Agent of a true and correct copy
of the relevant O&M Agreement in substantially the form of Exhibit G-13 hereto
(or otherwise in form and substance reasonably satisfactory to Required Banks),
together with a Consent and Agreement relating to such O&M Agreement (unless and
to the extent otherwise agreed by the Technical Committee) in substantially the
form of Exhibit E-1 hereto (or otherwise in form and substance reasonably
satisfactory to the Technical Committee).

(m) Delivery to Administrative Agent of a true and correct copy
of the relevant electric transmission agreements (to the extent the relevant
Project Owner is a party to any such agreements as applicable Funding Date) and
interconnection agreements, together with a Consent and Agreement relating to
each such agreement (unless and to the extent otherwise 

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agreed by the Technical Committee) in substantially the form of Exhibit E-1
hereto (or otherwise in form and substance reasonably satisfactory to the
Technical Committee).

(n) Delivery to Administrative Agent of a true and correct copy
of the relevant material water supply agreements (unless and to the extent
otherwise agreed by the Technical Committee (which agreement may be based on
whether the relevant Project Owner has demonstrated to the Technical Committee
that there exists a sufficient and available water supply at the Site of the
Acquisition Plant)), together with a Consent and Agreement relating to each such
agreement (unless and to the extent otherwise agreed by the Technical Committee)
in substantially the form of Exhibit E-1 hereto (or otherwise in form and
substance reasonably satisfactory to the Technical Committee).

(o) Delivery to Administrative Agent of a true and correct copy
of each relevant Acquisition Document pursuant to which the counterparty
thereunder has liabilities and obligations in favor of the relevant Project
Owner which survive the closing of the contemplated Acquisition, together with a
Consent and Agreement relating to each such agreement (unless and to the extent
otherwise agreed by the Technical Committee) in substantially the form of
Exhibit E-1 hereto (or otherwise in form and substance reasonably satisfactory
to the Technical Committee).

(p) Delivery to Administrative Agent of a true and correct copy
of the relevant Power Marketing Agreement, together with a Consent and Agreement
relating to each such agreement (unless and to the extent otherwise agreed by
the Technical Committee) in substantially the form of Exhibit E-1 hereto (or
otherwise in form and substance reasonably satisfactory to the Technical
Committee).

(q) Delivery to Administrative Agent of a true and correct copy
of (i) each other Major Project Document which is contemplated to be in
existence as of the applicable Funding Date under the Base Case Project
Projections to be delivered pursuant to Section 3.5.22 and (ii) each Fuel
Management Agreement which is contemplated to be in existence as of the
applicable Funding Date under the relevant reports and plans referred to in
Sections 3.5.13 and 3.5.16.

(r) If the relevant Project Owner is a Subsidiary of an Affiliate
Pledgor, delivery to Administrative Agent of a true and correct copy of an
Intercompany Loan Agreement (Borrower), in substantially the form of Exhibit Q
hereto, pursuant to which Borrower shall agree to lend the proceeds of each
Development Loan and Working Capital Loan related to the relevant Acquisition
Plant and the relevant Project Owner shall agree to prepay the loans made
thereunder with the proceeds of all Project Revenues and Loss Proceeds related
to the Subject Acquisition (it being acknowledged that such loans shall be
subordinate to the prior payment in full of the Obligations in a manner
satisfactory to the Technical Committee).

(s) If the relevant Project Owner is a Subsidiary of an Affiliate
Pledgor, delivery to Administrative Agent of a true and correct copy of an
Intercompany Loan Agreement (Affiliate), in substantially the form of Exhibit R
hereto, pursuant to which the Project Owner shall agree to lend the proceeds of
all Project Revenues and Loss Proceeds related to the relevant Acquisition Plant
to Borrower if all of the loans made under the applicable 

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Intercompany Loan Agreement (Borrower) shall have been repaid in full (it being
acknowledged that such loans shall be subordinate to the prior payment in full
of the Obligations in a manner satisfactory to the Technical Committee).

(t) Delivery to Administrative Agent of (i) each Affiliate
Subordination Agreement (which agreement shall be in substantially the form of
Exhibit D-6 hereto) and (ii) each amendment to existing Affiliate Subordination
Agreements (which amendment shall be in form and substance reasonably
satisfactory to the Technical Committee), if any, necessary to subordinate that
portion of payment owed by the relevant Project Owner to an Affiliate of NRG
Energy constituting profits (excluding any development fees or construction
management fees which are set forth and provided for in any such Subject
Acquisition's Project Budget, Maintenance Budget or Annual Operating Budget, as
the case may be) to the prior payment of the Obligations when and due hereunder.

(u) Delivery to Administrative Agent of true and correct copies
of (i) each Acquisition Document which will be delivered in connection with the
closing of the Subject Acquisition and (ii) each other Project Document (other
than any Acquisition Document) with respect to the relevant Subject Acquisition
in effect as of the applicable Funding Date (unless and to the extent otherwise
agreed by the Technical Committee), in each case certified by a Responsible
Officer of Borrower as being true, complete and correct and in full force and
effect on the applicable Funding Date. Such certificate shall also state that
neither the relevant Project Owner nor, to the best knowledge of Borrower, any
other party to any such Acquisition Document or Project Document is or, but for
the passage of time or giving of notice or both will be, in breach of any
material obligation thereunder, and that all conditions precedent to the
performance of the parties under such Acquisition Documents and Project
Documents then required to have been performed have been satisfied (other than
the payment of the purchase price in respect of such Subject Acquisition).

(v) Delivery to Administrative Agent of (i) all shared use
agreements and/or joint ownership agreements reasonably requested by the
Technical Committee evidencing the relevant Project Owner's interests, rights
and obligations with respect to any shared facilities incorporated into or used
with respect to the Acquisition Plant to be acquired pursuant to the relevant
Subject Acquisition and (ii) all intercreditor agreements and/or non-disturbance
agreements reasonably requested by the Technical Committee establishing the
relative rights and remedies between Administrative Agent on behalf of Banks and
any other Persons with interests in any such shared facilities or other
properties incorporated into or used with respect to such Acquisition Plant, in
each case in form and substance reasonably satisfactory to the Technical
Committee (it being acknowledged and agreed that the Technical Committee shall
only request such agreements if there are or will be shared facilities
incorporated into or used with respect to the relevant Acquisition Plant).

(w) Delivery to Administrative Agent of a true and correct copy
of a Corporate Services Agreement, in substantially the form of Exhibit G-14
hereto (unless and to the extent otherwise agreed by the Technical Committee),
together with a Consent and Agreement relating to such agreement in
substantially the form of Exhibit E-1 hereto (or otherwise in form and substance
reasonably satisfactory to the Technical Committee).

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(x) Delivery to Administrative Agent of a true and complete copy
of a Project Owner Guaranty, in substantially the form of Exhibit D-2A hereto,
duly executed by the relevant Project Owner.

(y) Delivery to the Administrative Agent of a true and correct
copy of a joinder agreement, in substantially the form of Exhibit E to the
Depositary Agreement, duly executed by the relevant Project Owner.

(z) In the case of the initial Subject Acquisition (but only if
no Approved Project exists as of the applicable Funding Date), delivery to
Administrative Agent of a true and complete copy of a Funds Administration
Agreement, in substantially the form of Exhibit F to the Depositary Agreement,
duly executed by Borrower and the relevant Project Owner.

(aa) In the case of any Subject Acquisition (unless the relevant
Project Owner is a party to the Funds Administration Agreement as of the
applicable Funding Date), delivery to Administrative Agent of a true and
complete copy of a joinder agreement in respect of the Funds Administration
Agreement, in form and substance reasonably satisfactory to Administrative
Agent, duly executed by the relevant Project Owner.

Unless otherwise specified above, all the Credit Documents, Major Project
Documents and Acquisition Documents specified above shall be in form and
substance reasonably satisfactory to the Technical Committee and shall have been
duly authorized, executed and delivered by the parties thereto.

3.5.8 Certificate of Borrower. Administrative Agent shall have received
a certificate, dated as of the applicable Funding Date, duly executed by a
Responsible Officer of Borrower, in substantially the form of Exhibit F-3
hereto.

3.5.9 Legal Opinions.

(a) Without duplication of any legal opinions of counsel
delivered to Administrative Agent pursuant to Section 3.1.10, 3.2.8 or 3.4.2,
delivery to Administrative Agent of legal opinions of counsel to (i) the
Portfolio Entities and Affiliate Pledgors that are party to Operative Documents
relating to the relevant Project Owner or Subject Acquisition and (ii) each
Affiliated Major Project Participant that is a party to an Operative Document
delivered pursuant to Section 3.5.7, in each case in form and substance
satisfactory to the Technical Committee.

(b) Delivery to Administrative Agent of legal opinions of counsel
to each Major Project Participant (other than the seller of the relevant
Acquisition Plant) designated by the Technical Committee that is a party to a
Major Project Document delivered pursuant to Section 3.5.7, in each case in
substantially the form of Exhibit B to Exhibit E-1 hereto (or otherwise in form
and substance reasonably satisfactory to the Technical Committee).

(c) To the extent reasonably available (as determined in good
faith by Borrower, after consultation with the Technical Committee), delivery to
Administrative Agent of a reliance letter from legal counsel to the seller of
the relevant Acquisition Plant (which reliance letter shall (i) permit
Administrative Agent and Banks to rely on the legal opinions rendered by 

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such counsel to the relevant Affiliates of NRG Energy and (ii) be form and
substance reasonably satisfactory to the Technical Committee).

3.5.10 Insurance. Delivery to Administrative Agent of the Insurance
Consultant's certificate with respect to the relevant Subject Acquisition, in
substantially the form of Exhibit F-4 hereto, which certificate shall confirm
that insurance with respect to the relevant Acquisition Plant complying with the
terms and conditions set forth in Exhibit K hereto shall be in full force and
effect, and Administrative Agent and Insurance Consultant shall have received
certificates of insurance, in form and substance satisfactory to Administrative
Agent, identifying underwriters, type of insurance, insurance limits and policy
terms, listing the special provisions required as set forth in Exhibit K hereto
and describing the insurance obtained, each signed by the insurer or a broker
authorized to bind the applicable insurer.

3.5.11 Certificate of the Independent Engineer. Delivery to
Administrative Agent of the Independent Engineer's certificate with respect to
the relevant Subject Acquisition and the Acquisition Plant related thereto, in
substantially the form of Exhibit F-6 hereto, with the Independent Engineer's
report with respect to such Subject Acquisition attached thereto (which report
shall (a) assess the technical aspects of such Subject Acquisition and any
contemplated Major Maintenance which is proposed to be funded with the proceeds
of any of the Development Loans, (b) contain assumptions and conclusions
substantially similar to those set forth in Exhibit G-7 hereto and (c) not
otherwise contain any materially negative conclusions, conclusions which are
inconsistent with the conclusions set forth in Exhibit G-7 hereto, unfavorable
conclusions with respect to the technical capabilities of the Turbine(s)
assigned to such Subject Acquisition or conclusions which do not support the
reasonableness of the Permit Schedule, the Base Case Project Projections, the
Project Budget, the Annual Operating Budget or the Project Schedule contemplated
to be delivered pursuant to Section 3.5.17, 3.5.22 or 3.5.23, as the case may
be).

3.5.12 Reports of the Environmental Consultant. Delivery to
Administrative Agent of (a) Borrower's or, to the extent reasonably acceptable
to the Technical Committee, the applicable seller's Environmental Consultant's
Phase I (or similar) reports with respect to the Acquisition Plant to be
acquired pursuant to the relevant Subject Acquisition, together with a
corresponding reliance letter from such Environmental Consultant (which letter
shall be in form and substance reasonably satisfactory to Administrative Agent),
confirming that no evidence was found of Hazardous Substances, on or under the
Site of such Acquisition Plant or (b) if evidence was found of Hazardous
Substances in, on or under such real property pursuant to such Phase I
environmental report or such report otherwise indicates that a Phase II (or
similar) environmental review is warranted, (i) a Phase II (or similar)
environmental report with respect to such real property, together with a
corresponding reliance letter from such Environmental Consultant (which letter
shall be in form and substance reasonably satisfactory to Administrative Agent),
confirming, either (A) to the reasonable satisfaction of Administrative Agent,
that no Hazardous Substances were found in, on or under such real property or
(B) to the reasonable satisfaction of the Technical Committee, matters otherwise
identified by the Technical Committee or (ii) an environmental indemnity
agreement, in form and substance satisfactory to the Technical Committee,
pursuant to which, among other things, an indemnitor satisfactory to
Administrative Agent indemnifies the Portfolio Entities and Banks from any and
all claims, losses, diminution in value in such real property, damages or other
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Substances then in, on or under such real property or otherwise caused by or
attributable to such indemnitor.

3.5.13 Certificate of the Fuel Consultant. Delivery to Administrative
Agent of the Fuel Consultant's certificate with respect to the Acquisition Plant
to be acquired pursuant to the relevant Subject Acquisition, in substantially
the form of Exhibit F-7 hereto, with the Fuel Consultant's report with respect
to such Acquisition Plant attached thereto (which report shall (a) assess the
fuel requirements of such Subject Acquisition and the ability of the Project
Owner to satisfy such requirements, (b) contain assumptions and conclusions
substantially similar to those set forth in Exhibit G-8 hereto and (c) not
otherwise contain any materially negative conclusions, conclusions which are
inconsistent with the conclusions set forth in Exhibit G-8 hereto or conclusions
which do not support the reasonableness of the Base Case Project Projections,
the Project Budget, the Annual Operating Budget or the Project Schedule
contemplated to be delivered pursuant to Section 3.5.22 or 3.5.23, as the case
may be, or which are materially inconsistent with the fuel plan contemplated to
be delivered pursuant to Section 3.5.16).

3.5.14 Certificate of Power Marketing Consultant. Delivery to
Administrative Agent of a Power Marketing Consultant's certificate with respect
to the Acquisition Plant to be acquired pursuant to the relevant Subject
Acquisition, in substantially the form of Exhibit F-8 hereto, with a Power
Marketing Consultant's report with respect to such Acquisition Plant attached
thereto (which report shall (a) assess the demand for the power to be generated
by such Subject Acquisition, (b) contain assumptions and conclusions
substantially similar to those set forth in Exhibit G-9 hereto and (c) not
otherwise contain any materially negative conclusions, conclusions which are
inconsistent with the conclusions set forth in Exhibit G-9 hereto or conclusions
which do not support the reasonableness of the Base Case Project Projections,
the Project Budget, the Annual Operating Budget or the Project Schedule
contemplated to be delivered pursuant to Section 3.5.22 or 3.5.23, as the case
may be, or which are materially inconsistent with the power marketing plan
contemplated to be delivered pursuant to Section 3.5.15).

3.5.15 Power Marketing Plan. Delivery to Administrative Agent of a plan
prepared by an Affiliate of NRG Energy with respect to power marketing, which
plan shall (a) set forth Borrower's good faith assessment of the projected sales
of power with respect to the Acquisition Plant to be acquired pursuant to the
relevant Subject Acquisition and (b) be substantially in the form of Exhibit
G-10 hereto and otherwise satisfactory in form and substance to the Technical
Committee and the Power Marketing Consultant.

3.5.16 Fuel Plan. Delivery to Administrative Agent of a plan prepared
by an Affiliate of NRG Energy with respect to fuel, which plan shall (a) set
forth Borrower's good faith assessment of the projected requirements, costs and
sources of fuel in respect of the relevant Subject Acquisition and (b) be
substantially in the form of Exhibit G-11 hereto and otherwise satisfactory in
form and substance to the Technical Committee and the Fuel Consultant.

3.5.17 Schedule of Applicable Permits and Applicable Third Party
Permits.

(a) Delivery to Administrative Agent of the schedule(s) of
Permits required to construct, own and operate the relevant Acquisition Plant to
be acquired pursuant to 

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the Subject Acquisition or required to be obtained by any Person that is party
to any Major Project Document with respect to such Acquisition Plant in order to
perform its obligations thereunder (an "Acquisition Plant Permit Schedule"), in
form and substance reasonably satisfactory to the Technical Committee, together
with (i) copies of each Applicable Permit listed on Parts I(A) of such
Acquisition Plant Permit Schedule, each in form and substance reasonably
satisfactory to the Technical Committee, and (ii) legal opinions of counsel to
the Portfolio Entities with respect to the matters described in the next
sentence, each in form and substance satisfactory to the Technical Committee.
The relevant Project Owner (or such other Person responsible for constructing
and operating the relevant Acquisition Plant) shall have duly obtained or been
assigned, and there shall be in full force and effect in the relevant Project
Owner's (or such other Person responsible for constructing and operating the
relevant Acquisition Plant) name, and not subject to any current legal
proceeding or to any unsatisfied condition that could reasonably be expected to
result in material modification or revocation of, and all applicable appeal
periods shall have expired with respect to, the Applicable Permits for such
Acquisition Plant set forth on Part I(A) of such Acquisition Plant Permit
Schedule, constituting in the Technical Committee's reasonable opinion all of
the Applicable Permits for such Acquisition Plant as of the relevant Funding
Date.

(b) Each Major Project Participant with respect to which
responsibility for an Applicable Third Party Permit is indicated in Part I(B) of
such Acquisition Plant Permit Schedule shall have duly obtained or been assigned
such Applicable Third Party Permit and there shall be in full force and effect
in such Person's name, and not subject to any current legal proceeding or to any
unsatisfied condition that could reasonably be expected to result in material
modification or revocation of, and all applicable appeal periods shall have
expired with respect to, each Applicable Third Party Permit for such Acquisition
Plant set forth on Part I(B) of such Acquisition Plant Permit Schedule,
constituting in the Technical Committee's reasonable opinion all of the
Applicable Third Party Permits for such Acquisition Plant as of the relevant
Funding Date.

(c) Part II(A) of such Acquisition Plant Permit Schedule shall
list all other Permits required by the relevant Project Owner or other Person
responsible for constructing and operating such Acquisition Plant to construct,
own and operate such Acquisition Plant as contemplated by the Operative
Documents. Part II(B) of such Acquisition Plant Permit Schedule shall list all
other material Permits required by any other Major Project Participant with
respect to such Acquisition Plant to perform its obligations under the Operative
Documents with respect to such Acquisition Plant to which it is a party. The
Permits listed in Parts II(A) and II(B) of such Acquisition Plant Permit
Schedule shall either (a) in the Technical Committee's reasonable opinion, be
timely obtainable at a cost consistent with the applicable Project Budget or
Annual Operating Budget, as the case may be, without material difficulty or
delay prior to the time the relevant Project Owner or the applicable other Major
Project Participant, as applicable, requires such Permits, or (b) there shall
exist alternative solutions (the expected cost of which is reflected in the
applicable Project Budget or Annual Operating Budget, as the case may be)
reasonably satisfactory to the Technical Committee which would eliminate the
need for such Permit.

(d) Except as disclosed in such Permit Schedule, the Permits
listed in Parts I(A) and I(B) of such Permit Schedule shall not be subject to
any restriction, condition, limitation or other provision that could reasonably
be expected to have a Project Material 

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Adverse Effect in respect of the relevant Project Owner or result in such
Acquisition Plant being operated in a manner substantially inconsistent with the
assumptions underlying the Base Case Project Projections.

3.5.18 No Change in Tax Laws. No change shall have occurred, since the
date upon which this Agreement was executed and delivered, in any law or
regulation or interpretation thereof that would subject any Bank to any material
Tax or Other Tax the payment of which is not the ultimate responsibility of
Borrower.

3.5.19 Payment of Fees. All taxes, fees (including any Activation Fees)
and other costs payable in connection with the making of the requested
Development Loans and the execution, delivery, recordation and filing of the
documents and instruments referred to in this Section 3.5 shall have been paid
in full or, excluding the payment of any Activation Fees, as approved by the
Technical Committee, provided for.

3.5.20 Financial Statements. Delivery to Administrative Agent of
accurate and complete copies of (a) the most recent annual financial statements
(audited if available) or Form 10-K filed with the Securities and Exchange
Commission and (b) the most recent quarterly financial statements or Form 10-Q
filed with the Securities and Exchange Commission, in each case of the relevant
Project Owner, the relevant Affiliate Pledgor (if any), each Affiliated Major
Project Participant (if any) that are a party to an Operative Document delivered
pursuant to Section 3.5.7 and, to the extent reasonably obtainable, each Major
Project Participant (or their respective parent entities) that is a party to a
Major Project Document delivered pursuant to Section 3.5.7, together with, in
the case of any such Project Owner, Affiliate Pledgor or Affiliated Major
Project Participant, certificates from the appropriate Responsible Officer
thereof, stating that such financial statements have been prepared in conformity
with GAAP and fairly present, in all material respects, the financial position
(on a consolidated and, where applicable, consolidating basis) of the Persons
described in such financial statements as at the respective dates thereof and
the results of operations and cash flows (on a consolidated and, where
applicable, consolidating basis) of the Persons described therein for each of
the periods then ended, subject, in the case of any such unaudited financial
statements, to changes resulting from audit and normal year-end adjustments.

3.5.21 UCC Reports. Delivery to Administrative Agent of a UCC report of
a date reasonably close to the applicable Funding Date for each of the
jurisdictions in which any UCC-1 financing statements or amendments thereto are
intended to be filed in respect of the Collateral described in Section 3.5.7(a),
confirming that upon due filing or recording (assuming such filing or
recordation occurred on the date of such respective reports), as the case may
be, the security interests created under the relevant Collateral Documents will
be prior to all other financing statements or other security documents wherein
the security interest is perfected by filing in respect of such Collateral.

3.5.22 Base Case Project Projections. Delivery to Administrative Agent
of the combined Base Case Project Projections of operating expenses and cash
flow for the relevant Subject Acquisition and all other Approved Projects, in
substantially the form of those Base Case Project Projections delivered pursuant
to Section 3.1.13 and otherwise in form and substance satisfactory to the
Technical Committee, which satisfy the following conditions:

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(a) with respect to the proposed funding of any Subject Acquisition,
demonstrating a minimum and average projected annual Interest Coverage Ratio
over the period of time commencing on the first January 1 or July 1, as the case
may be, to occur after the applicable Funding Date and ending on the scheduled
Loan Maturity Date for such Subject Project and all such Approved Projects
(taken as a whole) of no less than 2.10 to 1.0 and 2.25 to 1.0, respectively;

(b) with respect to the proposed funding of any Subject Acquisition,
demonstrating a minimum and average projected annual Deemed Debt Service
Coverage Ratio over the period of time commencing on January 1, 2006 and ending
on December 31, 2030 for such Subject Acquisition and all such Approved Projects
(taken as a whole) of no less than 2.10 to 1.0 and 2.50 to 1.0, respectively;
and

(c) with respect to the proposed funding of any Subject Acquisition,
demonstrating a minimum and average projected annual Deemed Debt Service
Coverage Ratio over the period of time commencing on January 1, 2006 and ending
on December 31, 2030 for such Subject Acquisition of no less than 2.00 to 1.0.

3.5.23 Project Schedules; Project Budgets; Operating Budgets.

(a) If the relevant Acquisition Plant has not achieved Completion
as of the applicable Funding Date, delivery to Administrative Agent of (i) a
Project Schedule for the relevant Acquisition Plant to be acquired pursuant to
the relevant Subject Acquisition, updated from the applicable Project Schedule
submitted for such Acquisition Plant pursuant to Section 3.1.12 (if any), and
(ii) a Project Budget for such Acquisition Plant, updated from the applicable
budget submitted for such Acquisition Plant pursuant to Section 3.1.11 (if any),
in each case in form and substance reasonably satisfactory to the Technical
Committee.

(b) If the relevant Acquisition has achieved Completion as of the
applicable Funding Date, delivery to Administrative Agent of an Annual Operating
Budget with respect to the relevant Acquisition Plant for the year in which such
Acquisition Plant is to be acquired, in form and substance reasonably
satisfactory to the Technical Committee and otherwise prepared in a manner
consistent with, and in compliance with the requirements set forth in, Section
5.11.

3.5.24 Real Estate Rights; A.L.T.A. Surveys. The Technical Committee
shall (a) be reasonably satisfied that the relevant Project Owner shall have
obtained (or will obtain after the consummation of the Subject Acquisition) all
real estate rights necessary for construction and operation of the relevant
Acquisition Plant to be acquired pursuant to the relevant Subject Acquisition
(other than (i) such rights as can be obtained through eminent domain
proceedings or (ii) rights, the procurement of which, in the Technical
Committee's reasonable judgment, is not subject to the discretion of any third
party, and in the case of either clause (i) or (ii) above, the Technical
Committee shall be satisfied that any rights which have not been obtained can be
obtained without material difficulty or delay by the time they are needed), and
(b) have received A.L.T.A. surveys of the Site and, unless not required by the
Technical Committee, the Easements with respect to such Acquisition Plant in
existence on the applicable Funding Date (which surveys shall be reasonably
current and in form and substance reasonably 

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satisfactory to the Technical Committee and the Title Insurer), certified to the
Technical Committee by a licensed surveyor satisfactory to the Technical
Committee, showing (A) as to such Site, the exact location and dimensions
thereof (including the location of all means of access thereto and all easements
relating thereto and showing the perimeter within which all foundations are or
are to be located); (B) as to such Easements in existence on the applicable
Funding Date, the exact location and dimensions thereof (including the location
of all means of access thereto, and all improvements or other encroachments in
or on such Easements in existence on the applicable Funding Date); (C) the
existing utility facilities servicing such Acquisition Plant (including water,
electricity, gas, telephone, sanitary sewer and storm water distribution and
detention facilities); (D) that such existing improvements do not encroach or
interfere with adjacent property or existing easements or other rights (whether
on, above or below ground), and that there are no gaps, gores, projections,
protrusions or other survey defects; (E) whether such Site or any portion
thereof is located in a special earthquake or flood hazard zone; and (F) that
there are no other matters that could reasonably be expected to be disclosed by
a survey constituting a defect in title other than Permitted Encumbrances with
respect to such Acquisition Plant; provided, however, that the matters described
in clauses (B) and (E) of this subsection (b) may be shown by separate maps,
surveys or other information reasonably satisfactory to the Technical Committee,
and the surveyor shall not be required to certify as to the location of any
easements, foundations, improvements, encroachments, utilities or other matters
which do not exist as of the applicable Funding Date.

3.5.25 Title Policies. (i) With respect to any Acquisition Plant which
will be, or is required pursuant to the terms hereof to be, encumbered by a Deed
of Trust or Mortgage, delivery to Administrative Agent of a lender's A.L.T.A.
policy of title insurance (with, in the case of Easements with respect to which
A.L.T.A. surveys were not required by the Technical Committee pursuant to
Section 3.5.24, appropriate survey exceptions), together with such endorsements
as are reasonably required by the Technical Committee (without a mechanics' or
materialmen's exception included in such title policy, except where applicable
Governmental Rules prevent the deletion of such exception), or commitment to
issue such policy, dated as of the applicable Funding Date, (1) in an amount
equal to 65% of the aggregate amount of Project Costs set forth in the Project
Budget or Annual Operating Budget, as the case may be, contemplated by Section
3.5.23 (or such other lesser amount as is reasonably acceptable to the Technical
Committee) and (2) with such reinsurance as is reasonably satisfactory to the
Technical Committee, issued by the Title Insurer in form and substance
reasonably satisfactory to the Technical Committee, insuring (or agreeing to
insure) that:

(a) the relevant Project Owner has an insurable fee or leasehold
title to or right to control, occupy and use the Site and the Easements with
respect to such Acquisition Plant, free and clear of liens, encumbrances or
other exceptions to title (other than (i) Permitted Liens described in clause
(a), (b) or (e) of the definition thereof, (ii) those permitted pursuant to this
Section 3.5.25 and (iii) those satisfactory to the Technical Committee and
specified on such policy); and

(b) to the extent applicable, the Deed of Trust or Mortgage, as
the case may be, with respect to such Acquisition Plant creates (or will create
when recorded) a valid first lien on the Mortgaged Property with respect to such
Acquisition Plant, free and clear of all liens, 

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encumbrances and exceptions to title whatsoever (other than those encumbrances
permitted pursuant to Section 3.5.25(a)), or

(ii) With respect to any Acquisition Plant which will not be encumbered
by a Deed of Trust or Mortgage (as permitted by Sections 3.5.7(a) and 5.12.3),
delivery to Administrative Agent of a true and correct copy of an owner's
A.L.T.A. policy of title insurance in respect of such Acquisition Plant, which
policy shall (A) provide the relevant Project Owner with the types and amounts
of coverages described in Section 3.5.25(i)(a) above and (B) otherwise be in
form and substance reasonably satisfactory to the Technical Committee.

3.5.26 Regulatory Status. The relevant Acquisition Plant to be acquired
pursuant to the relevant Subject Acquisition (a) (i) shall have complied with
the requirements of 18 C.F.R. ss. 292.207 required to be complied with as of the
applicable Funding Date and (ii) Borrower shall have delivered to Administrative
Agent, in form and substance satisfactory to the Technical Committee, either (A)
a certificate of FERC certifying such Acquisition Plant as a Qualifying
Facility, or (B) documentation evidencing the self-certification of such
Acquisition Plant as a Qualifying Facility and a legal opinion of counsel to the
relevant Project Owner with respect to the effectiveness of such documentation
to qualify such Acquisition Plant as a Qualifying Facility or (b) be an Eligible
Facility (or, in the case of an Acquisition Plant which has not achieved
Provisional Acceptance as of the applicable Funding Date, be or be capable of
being an Eligible Facility and, if not yet an Eligible Facility, Administrative
Agent shall have received a legal opinion of counsel to the relevant Project
Owner in form and substance satisfactory to the Technical Committee to the
effect that there exists no reasonable basis for FERC to deny an application
filed by such Project Owner for Exempt Wholesale Generator status).

3.5.27 Election of Ratio. At least four Banking Days prior to the
applicable Funding Date, Borrower shall have delivered to Administrative Agent a
properly completed Ratio Election Certificate, dated as of the applicable
Funding Date and signed by a Responsible Officer of Borrower, pursuant to which
Borrower shall certify, among other things, after taking into consideration the
making of the Development Loans being requested, (a) to the then current Deemed
Development Loan Ratio, (b) to the then current Applicable Development Loan
Ratio for such Subject Acquisition and each other Approved Project, (c) to the
then current Blended Development Loan Ratio for all Approved Projects, (d) to
the then current Blended Ratio for all Approved Projects and (e) to the then
current Capped Commitment Amount.

3.5.28 Diversified Revenue Requirements. After giving effect to the
proposed Subject Acquisition, as of the applicable Funding Date, no more than
40% of the Portfolio Megawatts, and no more than 30% of the EBITDA of Portfolio
Entities, shall be attributable to Approved Projects (including the relevant
Acquisition Plant) with an (a) actual or projected capacity factor of less than
10% in any three years and (b) average capacity factor of less than 20% over all
years, in each case during the 25 year period commencing on the applicable
Funding Date.

3.5.29 Notice of Development Loan Borrowing. Borrower shall have
delivered a Notice of Development Loan Borrowing to Administrative Agent in
accordance with the procedures specified in Section 2.1.

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3.5.30 Representations and Warranties. Each representation and warranty
of the Member and NRG Energy with respect to the relevant Subject Acquisition,
if any, in any Credit Document, and each representation and warranty of
Borrower, the Project Owner, the other Portfolio Entities and the relevant
Affiliate Pledgors with respect to such Subject Acquisition in any of the
Operative Documents, in each case with respect to itself or such Subject
Acquisition, shall be true and correct in all material respects as of the
applicable Funding Date (unless any such representation and warranty relates
solely to an earlier date, in which case it shall have been true and correct in
all material respects as of such earlier date).

3.5.31 No Default. No Event of Default or Inchoate Default, or Project
Default or Project Inchoate Default in respect of the relevant Project Owner,
has occurred and is continuing or will result from such Acquisition Credit
Event.

3.5.32 No Material Adverse Effect. Since the Closing Date, no event or
circumstance having a Borrower Material Adverse Effect or a Project Material
Adverse Effect in respect of the relevant Project Owner has occurred and is
continuing.

3.5.33 No Litigation. No action, suit, proceeding or investigation
shall have been instituted or threatened against any Portfolio Entity or
Affiliate Pledgor in respect of the relevant Subject Acquisition which could
reasonably be expected to have a Borrower Material Adverse Effect or a Project
Material Adverse Effect in respect of the relevant Project Owner.

3.5.34 Joint Ventures (Joint Ownership of Acquisition Plant). After
giving effect to the consummation of the Subject Acquisition, in the case of an
Acquisition Plant that is only partially owned by the relevant Project Owner,
the Subject Acquisition shall satisfy the Co-Joint Venturer Requirements.

3.5.35 Joint Venture Projects (Joint Ownership of Project). In the case
of a Subject Acquisition that is only partially owned by the relevant Project
Owner, (a) Administrative Agent shall have received the joint venture, joint
tenancy, joint operating or other documents relating to the joint ownership,
operation or governance of such Subject Acquisition (collectively, the "Joint
Venture Agreements"), in form and substance reasonably satisfactory to the
Technical Committee (which satisfaction shall be based in part on whether the
applicable Joint Venture Agreement contains provisions (i) requiring all parties
to such Joint Venture Agreement (the "Joint Venturers") to fund their respective
obligations in connection with the operation of such Subject Acquisition,
providing reasonable remedies in the event any Joint Venturer fails to fund any
portion of such obligations, and permitting the relevant Project Owner to fund
such unfunded obligations if any of the Joint Venturers fail to do so, (ii)
permitting the relevant Project Owner to grant a Lien on its interest in the
Subject Acquisition in favor of Administrative Agent, for benefit of Secured
Parties, pursuant to the Credit Documents, and (iii) prohibiting any of the
other Joint Venturers from granting a Lien on or otherwise encumbering the
relevant Project Owner's interest in such Subject Acquisition), (b) such Subject
Plant shall have achieved Provisional Acceptance (as determined by the Technical
Committee and the Independent Engineer), (c) each of the Joint Venturers shall
be sufficiently creditworthy to fulfill its obligations under the applicable
Joint Venture Agreement (as reasonably determined by the Technical Committee)
or, with respect to any Joint Venturer which is reasonably determined not to be
sufficiently creditworthy, the Technical Committee shall be 

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reasonably satisfied that such Joint Venture will not have any payment
obligations in respect of the Subject Acquisition from and after the applicable
Funding Date and (d) if required by applicable Legal Requirements or if required
by Administrative Agent, such Joint Venture Agreement or the relative rights of
the Joint Venturers in such Subject Acquisition (or a memorandum thereof) shall
have been recorded or filed, as applicable, in the appropriate public records in
order to give third parties notice of such Joint Venture Agreement (the
requirements set forth in clauses (a) through (d) above shall herein be referred
to, collectively, as the "Co-Joint Venturer Requirements").

3.5.36 Updated Exhibits. Borrower shall have delivered to
Administrative Agent a supplement to (a) Exhibit K hereto (which Exhibit shall
be automatically amended without further action to give effect to such
supplement if the applicable Funding Date) reflecting any additional or revised
insurance policies required by the Insurance Consultant to account for the
relevant Subject Acquisition, (b) Exhibit G-6 hereto (which Exhibit shall be
automatically amended without further action to give effect to such supplement
on the applicable Funding Date) referencing the environmental reports in respect
of such Subject Acquisition that were delivered to Administrative Agent pursuant
to Section 3.5.12 and (c) Exhibit D-5 hereto (which Exhibit shall be
automatically amended without further action to give effect to such supplement
on the applicable Funding Date) reflecting the filings and recordings required
to be made to perfect security interests in the Collateral described in Section
3.5.7(a), in each case which supplement shall be in form and substance
reasonably satisfactory to the Technical Committee.

3.5.37 Equity Funding. In the case of any Subject Acquisition in
respect of which NRG Energy is required to make an Initial Plant Payment
Contribution in accordance with Section 2.1.3 of the NRG Energy Equity
Undertaking, (a) the aggregate amount of the requested Development Loans in
respect of such Subject Acquisition shall not exceed the product of (i) the
Projected Capitalization of the relevant Acquisition Plant (as set forth in the
Base Case Project Projections contemplated to be delivered pursuant to Section
3.5.22) multiplied by (ii) the Applicable Development Loan Ratio for such
Subject Acquisition as of the applicable Funding Date (the "Development Loan
Limitation") and (b) NRG Energy shall have, or shall have caused to be, made
available to the relevant Project Owner by wire transfer of immediately
available funds in Dollars to the account of the relevant Project Owner or the
relevant Major Project Participants the amount of the relevant Initial Plant
Payment Contribution for application to the purchase price due under the
applicable Acquisition Documents, all in a manner and pursuant to arrangements
reasonably satisfactory to the Technical Committee.

3.5.38 Major Maintenance Election.

In the case of any Subject Acquisition in respect of which Borrower
contemplates utilizing the proceeds of Development Loans for the payment of
costs, expenses and fees associated with Major Maintenance (as contemplated by
the Base Case Project Projections contemplated to be delivered pursuant to
Section 3.5.22), Borrower shall have delivered to Administrative Agent a Major
Maintenance Election Certificate, in substantially the form of Exhibit F-10
hereto, pursuant to which Borrower shall certify, among other things, (a) to the
general nature and description of the contemplated Major Maintenance, (b) to the
anticipated schedule for commencing and completing such contemplated Major
Maintenance, (c) to the anticipated costs to be incurred in connection with such
contemplated Major Maintenance 

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(WHICH COSTS SHALL NOT EXCEED 30% OF THE AGGREGATE AMOUNT OF PROJECTED PROJECT
COSTS IN RESPECT OF SUCH SUBJECT ACQUISITION WITHOUT THE PRIOR APPROVAL OF 
REQURIED BANKS (AS SET FORTH IN THE Base Case Project Projections contemplated
to be delivered pursuant to Section 3.5.22)) and (d) to the anticipated sources
of funds which will be utilized to fund the payment of the costs, expenses and
fees related to such contemplated Major Maintenance (it being acknowledged and
agreed that such certifications shall be consistent with the Base Case Project
Projections contemplated to be delivered pursuant to Section 3.5.22).

3.6 Conditions Precedent to Each Development Loan Related to Major
Maintenance. The obligation of Banks to make each Development Loan with respect
to the funding of any Major Maintenance is subject to the prior satisfaction (or
written waiver by Administrative Agent with the consent of Required Banks) of
each of the following conditions:

3.6.1 Notice of Development Loan Borrowing. Borrower shall have
delivered a Notice of Development Loan Borrowing to Administrative Agent in
accordance with the procedures specified in Section 2.1.

3.6.2 Representations and Warranties. Each representation and warranty
of the Member and NRG Energy with respect to the relevant Approved Project, if
any, in any Credit Document, and each representation and warranty of Borrower,
the Project Owner, the other Portfolio Entities and the relevant Affiliate
Pledgors with respect to such Approved Project in any of the Credit Documents
and the relevant Major Maintenance Documents, in each case with respect to
itself or such Approved Project, shall be true and correct in all material
respects as of the applicable Funding Date (unless any such representation and
warranty relates solely to an earlier date, in which case it shall have been
true and correct in all material respects as of such earlier date).

3.6.3 No Default. No Event of Default or Inchoate Default, or Project
Default or Project Inchoate Default in respect of the relevant Project Owner,
has occurred and is continuing or will result from the making of the requested
Development Loans.

3.6.4 No Material Adverse Effect. Since the Closing Date, no event or
circumstance having a Borrower Material Adverse Effect or a Project Material
Adverse Effect in respect of the relevant Project Owner has occurred and is
continuing.

3.6.5 No Litigation. No action, suit, proceeding or investigation shall
have been instituted or threatened which could reasonably be expected to have a
Borrower Material Adverse Effect or a Project Material Adverse Effect in respect
of the relevant Project Owner.

3.6.6 Operative Documents.

(a) With respect to the initial Development Loan for the funding
of Major Maintenance for the relevant Approved Project, delivery to
Administrative Agent of a true and correct copy of, (i) to the extent not
previously delivered pursuant to Section 3.5.7, all documents, instruments,
supplements or amendments necessary to create a valid and perfected first
priority Lien on the assets to be acquired with the proceeds of the requested
Development Loan and, (ii) to the extent reasonably requested by the Technical
Committee, a Consent and Agreement relating to each relevant Major Maintenance
Document, in substantially the form of 

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Exhibit E-1 hereto (or otherwise in form and substance reasonably satisfactory
to the Technical Committee).

(b) With respect to the initial Development Loan for the funding
of Major Maintenance for the relevant Approved Project, all actions shall have
been taken to provide Administrative Agent, for the benefit of Secured Parties,
with a valid and perfected first priority Lien on the assets being acquired with
the proceeds of the requested Development Loan and on all other Collateral then
in existence related to the relevant Project Owner, including to the extent
necessary, the execution, delivery and filing of UCC-1, UCC-2 or UCC-3 financing
statements, as applicable, with respect to such Collateral with the secretary of
state and/or other appropriate filing office in the states of formation of the
relevant Project Owner, in the state where any such assets are located or the
states in which such Project Owner's principal place of business is located.

(c) With respect to the initial Development Loan for the funding
of Major Maintenance for the relevant Approved Project, delivery to
Administrative Agent of true and correct copies of each relevant Major
Maintenance Document, certified by a Responsible Officer of Borrower as being
true, complete and correct and in full force and effect on the applicable
Funding Date. Each such certificate shall also state that neither the relevant
Project Owner nor, to the best knowledge of Borrower, any other party to any
such Major Maintenance Document is or, but for the passage of time or giving of
notice or both will be, in breach of any material obligation thereunder, and
that all conditions precedent to the performance of the parties under each such
Major Maintenance Document then required to have been performed have been
satisfied.

Unless otherwise specified above, all the Credit Documents and Major
Maintenance Documents specified above shall be in form and substance reasonably
satisfactory to the Technical Committee and shall have been duly authorized,
executed and delivered by the parties thereto.

3.6.7 Operative Documents in Effect. Each Credit Document and each
relevant Major Maintenance Document remains in full force and effect in
accordance with its terms and no material defaults have occurred thereunder.

3.6.8 Legal Opinions. Without duplication of any legal opinions of
counsel delivered to Administrative Agent pursuant to Section 3.1.10, 3.2.8,
3.4.2 or 3.5.9, with respect to the initial Development Loan for the funding of
Major Maintenance for the relevant Approved Project, delivery to Administrative
Agent of legal opinions of counsel to each Person designated by the Technical
Committee that is a party to a Major Maintenance Document delivered pursuant to
Section 3.6.6(c), in each case in substantially the form of Exhibit B to Exhibit
E-1 hereto (or otherwise in form and substance reasonably satisfactory to the
Technical Committee).

3.6.9 Third Party Consents. Delivery to Administrative Agent of a copy
of any approval (other than any Consent) by any Person (including any
Governmental Authority) required as of the applicable Funding Date in connection
with the relevant Major Maintenance, which approvals shall be in form and
substance reasonably satisfactory to Administrative Agent.

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3.6.10 Insurance. Insurance complying with the requirements of Section
5.13 and Section 4.10 of the applicable Project Owner Guaranty shall be in
effect, and, upon the request of Administrative Agent, evidence thereof shall be
provided to Administrative Agent.

3.6.11 Maintenance Budget. With respect to the initial Development Loan
for the funding of Major Maintenance for the relevant Approved Project, delivery
to Administrative Agent of a maintenance budget, in form and substance
reasonably satisfactory to the Technical Committee (a "Maintenance Budget"), for
all anticipated costs to be incurred in connection with the contemplated Major
Maintenance (which anticipated costs shall not be substantially higher than the
anticipated costs set forth in the relevant Major Maintenance Election
Certificate delivered by Borrower pursuant to Section 3.5.38 without the prior
consent of the Technical Committee), including in such budget all construction
and non-construction costs, all interest, taxes and other carrying costs and
such other information as the Technical Committee may require, together with a
balanced statement of sources (including an allocation between Loan proceeds and
Contributions) and uses of proceeds.

3.6.12 Major Maintenance Drawdown Certificate and Engineer's
Certificate. If the proceeds of the requested Development Loan are to be used to
make progress payments in respect of any Major Maintenance for the relevant
Approved Project, (i) at least seven Banking Days prior to the making of each
such Development Loan, Borrower shall have provided Administrative Agent with a
certificate, dated the applicable Funding Date and signed by an authorized
officer of Borrower, substantially in the form of Exhibit C-9 hereto, in respect
of the Major Maintenance for which a disbursement of funds are being requested
and (ii) at least four Banking Days prior to the making of each such Development
Loan, the Independent Engineer shall have provided Administrative Agent with a
certificate of the Independent Engineer, dated the applicable Funding Date and
signed by an authorized representative of the Independent Engineer,
substantially in the form of Exhibit C-10 hereto.

3.6.13 Certificate of Borrower. With respect to the initial Development
Loan for the funding of Major Maintenance for the relevant Approved Project, at
least four Banking Days prior to the applicable initial Funding Date, Borrower
shall have delivered to Administrative Agent a properly completed Borrower's
Major Maintenance Funding Certificate, substantially in the form of Exhibit F-11
hereto, dated as of the applicable Funding Date and signed by a Responsible
Officer of Borrower, pursuant to which Borrower shall certify (unless and to the
extent otherwise agreed by the Technical Committee), among other things, to the
continued accuracy (in all material respects) of each of the certifications
contained in the relevant Major Maintenance Election Certificate delivered by
Borrower pursuant to Section 3.5.38.

3.6.14 Certificate of Independent Engineer. With respect to the initial
Development Loan for the funding of Major Maintenance for the relevant Approved
Project, at least four Banking Days prior to the applicable initial Funding
Date, the Independent Engineer shall have delivered to Administrative Agent a
properly completed Engineer's Major Maintenance Funding Certificate,
substantially in the form of Exhibit F-12 hereto, dated as of the applicable
Funding Date and signed by an authorized representative of the Independent
Engineer, pursuant to which the Independent Engineer shall certify (unless and
to the extent otherwise agreed by the Technical Committee) that the assumptions
and conclusions in respect of the contemplated Major Maintenance set forth in
the Independent Engineer's report with 

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respect to such Approved Project delivered pursuant to Section 3.5.11 are true
and correct in all material respects as of the applicable Funding Date.

3.6.15 Sufficiency of Funds. The Technical Committee shall be
reasonably satisfied that, after taking into consideration the making of the
Development Loans being requested, the anticipated Development Loans to be made
in connection with all Approved Projects, and the anticipated Development Loans
to be made in connection with the contemplated Major Maintenance:

(a) Available Development Funds are not less than the aggregate unpaid
amount of Project Costs required to cause the Completion Date of all Approved
Projects that have not achieved Completion to occur in accordance with all Legal
Requirements, the relevant Prime Construction Contracts and the terms of the
Credit Documents prior to the earlier of the Loan Maturity Date and guaranteed
completion date with respect to each such Approved Project set therefor in such
Approved Project's Project Schedule and to pay or provide for all anticipated
non-construction Project Costs as to each such Approved Project (as determined
by reference to such Approved Project's then current Project Schedule and
Project Budget);

(b) Available Development Funds are not less than the aggregate unpaid
amount of Project Costs required to cause the completion of the contemplated
Major Maintenance to occur in accordance with all Legal Requirements, the
relevant Major Maintenance Documents and the terms of the Credit Documents prior
to the Loan Maturity Date and to pay or provide for all anticipated
non-construction Project Costs related thereto; and

(c) the aggregate amount of Project Costs for relevant Major
Maintenance in respect of which the disbursement of funds is being requested is
not projected to exceed 110% of the anticipated aggregate amount of Project
Costs for such Major Maintenance as set forth in such Approved Project's
Maintenance Budget delivered pursuant to Section 3.6.11; provided, however, that
if the condition described in this clause (c) above is not satisfied with
respect to the relevant Major Maintenance for which funds are being requested,
such condition shall be deemed to be satisfied if:

(i) Borrower demonstrates to the reasonable satisfaction of the
Technical Committee that (A) the minimum and average projected annual Interest
Coverage Ratios over the period of time commencing on the first January 1 or
July 1, as the case may be, to occur after the applicable Funding Date and
ending on the scheduled Loan Maturity Date for the relevant Approved Project and
all Approved Projects (taken as a whole) are not less than 2.10 to 1.0 and 2.25
to 1.0, respectively and (B) the minimum and average projected annual Deemed
Debt Service Coverage Ratios over the period of time commencing on January 1,
2006 and ending on December 31, 2030 for the relevant Approved Project and all
Approved Projects (taken as a whole) are not less than 2.10 to 1.0 and 2.50 to
1.0, respectively; or

(ii) NRG Energy unconditionally and irrevocably commits (such
commitment to be in form and substance satisfactory to the Technical Committee)
to make equity contributions to the relevant Project Owner to fund the Project
Costs for the relevant Major Maintenance which are in excess of the anticipated
aggregate amount of Project Costs for such Major 

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Maintenance (as set forth in the Maintenance Budget delivered pursuant to
Section 3.6.11) as and when the same may be due and payable.

3.6.16 Base Case Project Projections. With respect to the initial
Development Loan for the funding of Major Maintenance for the relevant Approved
Project, and only if such initial Development Loan occurs after the 18 month
anniversary of the initial Funding Date for such Approved Project, delivery to
Administrative Agent of the combined Base Case Project Projections of operating
expenses and cash flow for all Approved Projects, in substantially the form of
those Base Case Project Projections delivered pursuant to Section 3.1.13 and
otherwise in form and substance satisfactory to the Technical Committee, which
satisfy the following conditions:

(a) demonstrating a minimum and average projected annual Interest
Coverage Ratio over the period of time commencing on the first January 1 or July
1, as the case may be, to occur after the applicable Funding Date and ending on
the scheduled Loan Maturity Date for all Approved Projects (taken as a whole) of
no less than 2.10 to 1.0 and 2.25 to 1.0, respectively;

(b) demonstrating a minimum and average projected annual Deemed Debt
Service Coverage Ratio over the period of time commencing on January 1, 2006 and
ending on December 31, 2030 for all Approved Projects (taken as a whole) of no
less than 2.10 to 1.0 and 2.50 to 1.0, respectively; and

(c) demonstrating a minimum and average projected annual Deemed Debt
Service Coverage Ratio over the period of time commencing on January 1, 2006 and
ending on December 31, 2030 for such Approved Project of no less than 2.00 to
1.0.

3.6.17 Payment of Filing Fees. All taxes, fees and other costs payable
in connection with the making of the requested Development Loans and the
execution, delivery, recordation and filing of the documents and instruments
referred to in this Section 3.6 shall have been paid in full or, as approved by
the Technical Committee, provided for.

3.6.18 Additional Information. With respect to the initial Development
Loan for the funding of Major Maintenance for the relevant Approved Project, at
least ten Banking Days prior to the applicable Funding Date, Borrower shall have
delivered to the Technical Committee and the Independent Engineer such reports,
statements, forecasts and other information concerning the contemplated Major
Maintenance and, to the extent reasonably available, the Major Project
Participants as the Technical Committee or the Independent Engineer shall
reasonably require to verify the satisfaction of the conditions precedent set
forth in this Section 3.6.

3.7 Conditions Precedent to Initial Distributions of Project Revenues
Generated by a Particular Approved Project. Without limiting anything set forth
in Section 6.6, no Restricted Payment shall be made in respect of funds
associated with or attributable to an Approved Project until the following
conditions shall have been satisfied (or waived in writing by Administrative
Agent with consent of Required Banks), which satisfaction may be demonstrated in
connection with the satisfaction of the conditions precedent to Section 3.5 for
any Acquisition Plant:

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3.7.1 Notice of Completion. Delivery to Administrative Agent, in form
and substance reasonably satisfactory to Administrative Agent, of evidence that
(a) all work with respect to the relevant Approved Project requiring inspection
by municipal and other Governmental Authorities having jurisdiction has been
duly inspected and approved by such authorities, (b) that the relevant Project
Owner (or Co-Project Owner) has duly recorded a notice of completion for such
Approved Project, (c) all parties performing such work have been or will be paid
for such work, and (d) no mechanics' and/or materialmen's liens or application
therefor have been filed and all applicable filing periods for any such
mechanics' and/or materialmen's liens have expired; provided, however, that in
the event Borrower delivers to Administrative Agent either (i) a policy of title
insurance or endorsement thereto, in form and substance satisfactory to
Administrative Agent, insuring against loss arising by reason of any mechanics'
or materialmen's lien gaining priority over the relevant Deed of Trust or
Mortgage, as the case may be (except where applicable Governmental Rules prevent
the insurance against such a loss), or (ii) a bond, in form and substance
satisfactory to Administrative Agent, in the amount of all payments owed to any
contractor, subcontractor or any other Person, and covering the relevant Project
Owner's liability to such contractors, subcontractors or other Persons,
Administrative Agent shall waive the requirements referred to in clause (d)
above.

3.7.2 Completion. Completion with respect to the relevant Approved
Project shall have occurred, and Administrative Agent shall have received a
certification by the applicable Owner's Representative, Borrower and the
Independent Engineer to such effect.

3.7.3 Annual Budget. Administrative Agent shall have received the
Annual Operating Budget with respect to the relevant Approved Project for the
year in which such Approved Project achieved Provisional Acceptance, which
Annual Operating Budget shall have been prepared in a manner consistent with,
and in compliance with the requirements set forth in, Section 5.11. In the event
that such Annual Operating Budget does not, in Administrative Agent's opinion,
properly reflect the operation of such Approved Project during such year as a
result of the actual date of Final Acceptance being different from the date
anticipated therefor and set forth in such Annual Operating Budget,
Administrative Agent shall have received an amendment to such Annual Operating
Budget properly reflecting the actual date of Final Acceptance.

3.7.4 Insurance. Insurance complying with the requirements of Section
5.13 and Section 4.10 of the applicable Project Owner Guaranty shall be in
effect and, upon the request of Administrative Agent, evidence thereof shall be
provided to Administrative Agent.

3.7.5 Applicable Permits and Applicable Third Party Permits. The
relevant Project Owner shall have obtained or caused to be obtained and
delivered to Administrative Agent all Applicable Permits with respect to the
relevant Approved Project, in form and substance reasonably satisfactory to
Administrative Agent, together with copies of each such Applicable Permit and a
certificate of an authorized officer of Borrower certifying that all such
Applicable Permits have been obtained. Each Major Project Participant with
respect to such Approved Project shall have obtained or caused to be obtained
all Applicable Third Party Permits applicable to such Person with respect to
such Approved Project, in form and substance reasonably satisfactory to
Administrative Agent, and Borrower shall have delivered or cause to be delivered
to Administrative Agent copies or other evidence of each such Applicable Third

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Party Permit and a certificate of an authorized officer of Borrower certifying
that all such Applicable Third Party Permits have been obtained. All such
Applicable Permits and Applicable Third Party Permits shall be in full force and
effect, not subject to any then current legal proceeding or to any unsatisfied
condition that could reasonably be expected to result in material modification
or revocation, and all applicable appeal periods with respect thereto shall have
expired.

3.7.6 Real Estate Rights; A.L.T.A. Surveys. Administrative Agent shall
have received as-built A.L.T.A. surveys of the Site and the Easements with
respect to the relevant Approved Project (or such other documentation acceptable
to Administrative Agent), in form and substance reasonably satisfactory to
Administrative Agent and the Title Insurer, certified to Administrative Agent as
to completeness and accuracy as of not more than four weeks prior to Final
Acceptance by a licensed surveyor reasonably satisfactory to Administrative
Agent, showing (a) as to such Site, the exact location and dimensions thereof,
including the location of all means of access thereto and all easements relating
thereto and showing the perimeter within which all foundations are located; (b)
as to such Easements, the exact location and dimensions thereof, including the
location of all means of access thereto, and all improvements or other
encroachments in or on such Easements; (c) the location and dimensions of all
improvements, fences or encroachments located in or on such Site or such
Easements; (d) that the location of such Approved Project does not encroach on
or interfere with adjacent property or existing easements or other rights
(whether on, above or below ground), and that there are no gaps, gores,
projections, protrusions or other survey defects; (e) whether such Site or any
portion thereof is located in a special earthquake or flood hazard zone; and (f)
that there are no other matters that could reasonably be expected to be
disclosed by a survey constituting a defect in title other than relevant
Permitted Encumbrances; provided, however, that the matters described in clauses
(b) and (e) may be shown by separate maps, surveys or other information
reasonably satisfactory to Administrative Agent.

3.7.7 Title Policy. Administrative Agent shall have received an
endorsement to the A.L.T.A. Policy delivered to Administrative Agent pursuant to
Section 3.2.24 or 3.5.25 (if any), as the case may be, in respect of the
relevant Approved Project confirming and insuring the continued first priority
of the Lien on the relevant Mortgaged Property evidenced by the relevant Deed of
Trust or Mortgage, as the case may be (without a mechanics' and materialmen's
exception included in such title policy, except where applicable Governmental
Rules prevent the deletion of such exception), and such other matters as
Administrative Agent may reasonably request.

3.7.8 Operating Plans. Borrower shall have provided to Administrative
Agent a plan setting forth the relevant Project Owner's procedures for operating
the Approved Project, fuel procurement and power marketing, in form and
substance reasonably satisfactory to Administrative Agent.

3.7.9 Recourse Obligations Certification. Borrower shall have delivered
to Administrative Agent a certificate, in form and substance reasonably
satisfactory to Administrative Agent and duly executed by a Responsible Officer
of Borrower, pursuant to which Borrower shall certify (a) to the then current
Non-Recourse Loans attributable to or 

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associated with the relevant Approved Project and, (b) to the extent applicable,
to the Final Plant Funding Payment for such Approved Project.

3.8 Failure of Conditions Precedent to be Satisfied for a Particular
Project or Acquisition. In the event that Borrower requests a Loan with respect
to more than one Subject Project, Approved Project or Subject Acquisition, and
the applicable conditions set forth in this Article 3 for such Loan have not
been satisfied for one or more of such Projects or Acquisitions, then such Loan
shall be permitted to occur for the Subject Project(s), Approved Project(s) or
Subject Acquisition(s) in respect of which all applicable conditions have been
satisfied (or waived in accordance with the terms hereof), unless the failure of
any condition to be satisfied with respect to any Subject Project, Approved
Project or Subject Acquisition has the effect of causing an Event of Default or
Inchoate Default to occur, in which case the requested Loan shall not be
permitted to occur until such time as the Event of Default or Inchoate Default
has been cured and the applicable conditions have been satisfied (or waived in
accordance with the terms hereof).

3.9 Funding of Equity. Notwithstanding any other provision of this
Agreement to the contrary, Borrower shall have the right to, at any time, make a
Contribution into the Development Account or any sub-account therein and have
such funds applied to the payments of Project Costs in accordance with Section
2.1.3 of the Depositary Agreement.

3.10 No Approval of Work. The making of any Loan hereunder shall not be
deemed an approval or acceptance by Administrative Agent, the Technical
Committee or any Bank of any work, labor, supplies, materials or equipment
furnished or supplied with respect to any of the Approved Projects, Approved
Turbines, Material Assets or other assets funded or acquired with the proceeds
of the Loans made hereunder.

3.11 Waiver of Funding; Adjustment of Drawdown Requests.

(a) Subject to Section 9.9, notwithstanding the foregoing, the
Required Banks, without waiving any of Banks' rights hereunder, shall have the
right to effect a Development Credit Event, Working Capital Credit Event or an
Acquisition Credit Event hereunder without full compliance by Borrower with the
conditions described in this Article 3.

(b) In the event Administrative Agent determines that an item or
items listed in a Drawdown Certificate as a Cost is not properly included in
such Drawdown Certificate, Administrative Agent, in consultation with the
Independent Engineer, may in its reasonable discretion cause to be made a Loan
or Loans in the amount requested in such Drawdown Certificate less the amount of
such item or items or may reduce the amount of Loans made pursuant to any
subsequent Drawdown Certificate by such amount. In the event that Borrower
prevails in any dispute as to whether such Project Costs were properly included
in such Drawdown Certificate, Loans in the amount requested but not initially
made shall forthwith be made.

3.12 Conditions Precedent Related to Permitted IDA Financings.

(a) The Technical Committee (and not Administrative Agent, the
Required Banks or Banks) shall have the ability to supplement or modify
Borrower's required 

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satisfaction of any condition precedent set forth in Section 3.2 or 3.5, as the
case may be, with respect to any Subject Project or Subject Acquisition, as the
case may be, which is contemplated to be constructed, maintained, operated,
owned and financed pursuant to a Permitted IDA Structure; provided that (i)
Borrower approves in writing any such supplement or modification, as the case
may be, (ii) in the reasonable opinion of the Technical Committee, any such
supplement or modification, as the case may be, is not reasonably likely to have
a Borrower Material Adverse Effect or a Project Material Adverse Effect in
respect of the relevant Project Owner, (iii) any such supplement or
modification, as the case may be, is strictly limited to the relevant Subject
Project or Subject Acquisition, as the case may be, and (iv) any such supplement
or modification, as the case may be, is being proposed, granted or agreed solely
because the Credit Documents (other than this Section 3.12) do not contemplate
the construction, maintenance, operation, ownership or financing of an Approved
Project under a Permitted IDA Structure.

(b) In connection with the granting of any supplement or
modification pursuant to Section 3.12(a), Administrative Agent (on behalf of
Banks and upon the written direction of the Technical Committee) shall enter
into each supplemental agreement with Borrower or the other relevant Portfolio
Entities which is required to (i) supplement any of the definitions set forth in
any Credit Document (including, to the extent necessary, the definitions of
"Major Project Documents", "Major Project Participants", "Permitted Debt",
"Permitted Investment", "Permitted Liens", "Project Costs", "Project Documents",
and "Project Operating Revenues"), (ii) supplement any representation and
warranty set forth in any Credit Document (including, to the extent necessary,
Sections 3.23 and 3.25 of the relevant Project Owner Guaranty) and (iii)
supplement any covenant set forth in any Credit Document (including, to the
extent necessary, Section 5.12 and Sections 4.1, 4.9, 4.11, 4.13 and 5.13 of the
relevant Project Owner Guaranty), in each case solely because the Credit
Documents (other than this Section 3.12) do not contemplate the acquisition,
construction, maintenance, operation, ownership or financing of an Approved
Project under a Permitted IDA Structure. Each such supplemental agreement shall
be in form and substance reasonably satisfactory to the Technical Committee and
Borrower and, if entered into in compliance with this Section 3.12, shall be
deemed to satisfy the requirements of Section 9.9.

ARTICLE 4.
REPRESENTATIONS AND WARRANTIES

Borrower makes the following representations and warranties to and in favor
of Lead Arranger, Administrative Agent and Banks as of the Closing Date and as
of each Funding Date, in each case to the extent set forth in Article 3.

4.1 Organization.

4.1.1 Borrower. Borrower is a limited liability company duly
constituted, validly existing and in good standing under the laws of the State
of Delaware and is duly qualified, authorized to do business and in good
standing in each other jurisdiction where the character of its properties or the
nature of its activities makes such qualification necessary. Borrower has all
requisite power and authority to (a) own or hold under lease and operate the
property it purports to own or hold under lease, (b) carry on its business as
now being conducted 

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and as now proposed to be conducted (including all activities with respect to
the Acquisitions and the Approved Projects), (c) execute, deliver and perform
each Operative Document to which it is a party and (d) take each action as may
be necessary to consummate the transactions contemplated thereunder.

4.1.2 Member. Member (a) is a limited liability company duly formed and
validly existing in good standing under the laws of the State of Delaware with
all requisite power and authority under the laws of the State of Delaware to
enter into the Limited Liability Company Agreement and, as the sole member of
the Borrower, to perform its obligations thereunder and to consummate the
transactions contemplated thereby, (b) is duly qualified, authorized to do
business and in good standing in each other jurisdiction where the character of
its properties or the nature of its activities makes such qualification
necessary, except where the failure to do so could reasonably be expected to
have a Borrower Material Adverse Effect and (c) has the power (i) to carry on
its business as now being conducted and as now proposed to be conducted by it,
(ii) to execute, deliver and perform each Operative Document to which it is a
party (in its individual capacity), (iii) to take all action as may be necessary
to consummate the transactions contemplated thereunder.

4.2 Capitalization.

(a) The equity interests in Borrower are duly authorized, validly
issued and (if applicable) fully paid and nonassessable. As of the Closing Date,
Member is the sole member of Borrower.

(b) All of the Portfolio Entities are identified in Schedule 4.2
hereto (as such Schedule 4.2 may be supplemented from time to time by written
notice to Administrative Agent upon the creation of any new Portfolio Entity in
accordance with the terms of Section 6.5.2). The equity interests of each
Portfolio Entity are identified in Schedule 4.2 hereto (as so supplemented) and
such equity interests are duly authorized, validly issued and (if applicable),
fully paid and nonassessable. Schedule 4.2 hereto (as so supplemented)
completely and correctly sets forth the ownership of each Portfolio Entity.
Except as permitted pursuant to Sections 3.2 or 3.5 and 5.16 and 6.5.2, each
Portfolio Entity (other than Borrower) is a direct or indirect wholly-owned
Subsidiary of NRG Energy and a wholly-owned Subsidiary of Borrower or an
Affiliate Pledgor.

(c) Except as permitted pursuant to Sections 3.2 or 3.5 and 5.16
and 6.5.2, there are no options, warrants, convertible securities or other
rights to acquire any equity interests in Borrower or any other Portfolio
Entity.

4.3 Authorization; No Conflict. Borrower has duly authorized, executed and
delivered, or has been properly assigned, each Operative Document to which it is
a party and neither Borrower's execution and delivery thereof nor its
consummation of the transactions contemplated thereby nor its compliance with
the terms thereof (a) does or will contravene the constituent documents or any
other Legal Requirement applicable to or binding on Borrower or any of its
properties, (b) does or will contravene or result in any breach of or constitute
any default under, or result in or require the creation of any Lien (other than
Permitted Liens) upon any of its properties under, any agreement or instrument
to which Borrower is a party or by 

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which it or any of its properties may be bound or affected or (c) does or will
require the consent or approval of any Person, and with respect to any
Governmental Authority, does or will require any registration with, or notice
to, or any other action of, with or by any applicable Governmental
Instrumentality, in each case which has not already been obtained and disclosed
in writing to Administrative Agent.

4.4 Enforceability. Each of the Credit Documents and Major Project
Documents to which Borrower is a party is a legal, valid and binding obligation
of Borrower enforceable against Borrower in accordance with its terms, except to
the extent that enforceability may be limited by applicable bankruptcy,
insolvency, moratorium, reorganization or other similar laws affecting the
enforcement of creditors' rights or by the effect of general equitable
principles (regardless of whether such enforceability is considered in a
proceeding in equity or at law). Since the Closing Date, none of the Operative
Documents to which Borrower is a party has been amended or modified except in
accordance with this Agreement.

4.5 Compliance with Law. There are no violations by Borrower, or, to the
best knowledge of Borrower, the Member, any Affiliate Pledgor or NRG Energy, of
any Legal Requirement which could reasonably be expected to have a Borrower
Material Adverse Effect or a Project Material Adverse Effect.

4.6 Contracts, Joint Ventures.

4.6.1 Borrower is not party to nor is it bound by any material contract
other than the Credit Documents and Acquisition Documents to which it is a
party.

4.6.2 Borrower is not a general partner nor is it a limited partner in
any general or limited partnership or a member in any limited liability company.

4.7 Investment Company Act, Etc. Neither Borrower nor the Member nor any
Affiliate Pledgor is an investment company or a company controlled by an
investment company, within the meaning of the Investment Company Act of 1940, as
amended, and neither Borrower nor the Member nor any Affiliate Pledgor is or has
been determined by the Securities and Exchange Commission or any other
Governmental Authority to be subject to, or not exempt from, regulation under
PUHCA or the FPA (other than as provided by PURPA or as an Exempt Wholesale
Generator).

4.8 ERISA. Either (a) there are no ERISA Plans or Multiemployer Plans for
any Portfolio Entity or any member of the Controlled Group or (b) (i) each
Portfolio Entity and each member of the Controlled Group have fulfilled their
obligations (if any) under the minimum funding standards of ERISA and the Code
for each ERISA Plan, (ii) each ERISA Plan or Multiemployer Plan is in compliance
in all material respects with the currently applicable provisions of ERISA and
the Code and (iii) neither any Portfolio Entity nor any Controlled Group member
has incurred any liability to the PBGC or any ERISA Plan or Multiemployer Plan
under Title IV of ERISA (other than liability for premiums due in the ordinary
course). None of any Portfolio Entity's assets constitute assets of an employee
benefit plan within the meaning of 29 CFR Section 2510.3-101.

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4.9 Permits. With respect to each Approved Project in the case of Sections
4.9.1 and 4.9.2, and with respect to each Funded Working Capital Asset
(including each Approved Turbine) in the case of Section 4.9.3:

4.9.1 There are no Permits under existing law as such Approved Project
is designed that are or will become Applicable Permits other than the Applicable
Permits described in the applicable Permit Schedule. Except as disclosed
therein, each Applicable Permit listed in Part I(A) of the applicable Permit
Schedule is in full force and effect and is not subject to any current legal
proceeding or to any unsatisfied condition that could reasonably be expected to
have a Borrower Material Adverse Effect or a Project Material Adverse Effect in
respect of the relevant Project Owner, and all applicable appeal periods with
respect thereto have expired. Each Permit listed in Part II(A) of the applicable
Permit Schedule is either (1) timely obtainable at a cost consistent with the
applicable Project Budget or Annual Operating Budget, as the case may be, prior
to the time the applicable Project Owner requires such Permit and is of a type
that is routinely granted upon application and that would not normally be
obtained before contemplated by Borrower or the relevant Project Owner or (2)
able to be eliminated as an Applicable Permit through the implementation of
alternative solutions at a cost consistent with the applicable Project Budget or
Annual Operating Budget, as the case may be. No fact or circumstance exists, to
the best knowledge of Borrower, which indicates that any Permit identified in
Part II(A) of the applicable Permit Schedule shall not be timely obtainable at a
cost consistent with the applicable Project Budget or Annual Operating Budget,
as the case may be, without material difficulty or delay by the relevant Project
Owner before it becomes an Applicable Permit. Each Project Owner with respect to
an Approved Project is in compliance in all material respects with all
Applicable Permits.

4.9.2 There are no Permits under existing law as such Approved Project
is designed that are or will become Applicable Third Party Permits other than
the Permits described in the applicable Permit Schedule (or Permits the failure
of which to obtain could not reasonably be expected to have a Borrower Material
Adverse Effect or a Project Material Adverse Effect in respect of the relevant
Project Owner). Except as disclosed therein, each Applicable Third Party Permit
listed in Part I(B) of the applicable Permit Schedule is in full force and
effect and is not subject to current legal proceeding or to any unsatisfied
condition that could reasonably be expected to have a Borrower Material Adverse
Effect or a Project Material Adverse Effect in respect of the relevant Project
Owner, and all applicable appeal periods with respect thereto have expired. No
fact or circumstance exists, to the best knowledge of Borrower, which indicates
that any Applicable Third Party Permit shall not be timely obtainable at a cost
consistent with the applicable Project Budget or Annual Operating Budget, as the
case may be, without material difficulty or delay by the applicable Major
Project Participant before it becomes an Applicable Third Party Permit. To the
best knowledge of Borrower, each Major Project Participant is in compliance in
all material respects with its respective Applicable Third Party Permits, each
other Major Project Participant possesses all licenses, franchises, patents,
copyrights, trademarks and trade names, or rights thereto necessary to perform
its duties under the Operative Documents to which it is a party, and such Person
is not in violation of any valid rights of others with respect to any of the
foregoing which could reasonably be expected to have a Borrower Material Adverse
Effect or a Project Material Adverse Effect in respect of the relevant Project
Owner.

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4.9.3 To the best knowledge of Borrower, each Turbine Purchase
Contractor and Material Asset Purchase Contractor possesses all material
licenses, franchises, patents, copyrights, trademarks and trade names, or rights
thereto necessary to perform its duties under each Turbine Purchase Contract and
Material Asset Purchase Contract to which it is a party, and such Turbine
Purchase Contractor and Material Asset Purchase Contractor is not in violation
of any valid rights of others with respect to any of the foregoing which could
reasonably be expected to have a Borrower Material Adverse Effect.

4.10 Intellectual Property. Borrower owns or has the right to use all
material patents, trademarks, service marks, trade names, copyrights, licenses
and other similar rights, which are necessary for the operation of its business.
Except as set forth on Exhibit G-5 hereto, nothing has come to the attention of
Borrower to the effect that (a) any material product, process, method,
substance, part or other material presently contemplated to be sold by or
employed by Borrower in connection with its business will infringe any patent,
trademark, service mark, trade name, copyright, license or other right owned by
any other Person, (b) there is pending or threatened any claim or litigation
against or affecting Borrower contesting its right to sell or use any such
product, process, method, substance, part or other material or (c) there is, or
there is pending or proposed, any patent, invention, device, application or
principle or any statute, law, rule, regulation, standard or code relating to
the use of technology or intellectual property by Borrower, in each case which
could reasonably have a Borrower Material Adverse Effect or a Project Material
Adverse Effect.

4.11 Hazardous Substance.

4.11.1 Except as set forth in Exhibit G-6 hereto: (a) neither any
Portfolio Entity nor the Member nor NRG Energy (for the purposes of this
Section, the "Subject Companies"), with respect to the Sites, Improvements or
other Mortgaged Properties owned or leased by a Portfolio Entity, is or has in
the past been in violation of any Hazardous Substance Law which violation could
reasonably be expected to result in a material liability to any of the Subject
Companies or their respective properties and assets or in an inability of any
Portfolio Entity to perform its obligations under any Operative Document; (b)
none of the Subject Companies nor, to the best knowledge of Borrower, any third
party has used, released, discharged, generated, manufactured, produced, stored,
or disposed of in, on, under, or about the Sites, Improvements or other
Mortgaged Properties owned or leased by any Portfolio Entity, or transported
thereto or therefrom, any Hazardous Substances that could reasonably be expected
to subject any Bank to liability or any Subject Company to material liability,
under any Hazardous Substance Law; (c) to the best knowledge of Borrower, there
are no underground tanks, whether operative or temporarily or permanently
closed, located on the Sites, Improvements or other Mortgaged Properties owned
or leased by any Portfolio Entity; (d) there are no Hazardous Substances used,
stored or present at, on or, to the best knowledge of Borrower, near the Sites,
Improvements or other Mortgaged Properties owned or leased by any Portfolio
Entity, except in compliance with Hazardous Substance Laws and other Legal
Requirements or as disclosed in the Environmental Reports; and (e) to the best
knowledge of Borrower, there neither is nor has been any condition,
circumstance, action, activity or event that could reasonably be expected to be
a material violation by any Subject Company of any Hazardous Substance Law, or
to result in liability to any Bank or material liability to any Subject Company
under any Hazardous Substance Law.

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4.11.2 Except as set forth on Exhibit G-5 hereto or Exhibit G-6 hereto,
there is no pending or, to the best knowledge of Borrower, threatened, action or
proceeding by any Governmental Authority (including the U.S. Environmental
Protection Agency) or any non-governmental third party with respect to the
presence or Release of Hazardous Substances in, on, from or to the Sites,
Improvements or other Mortgaged Properties owned or leased by any Portfolio
Entity.

4.11.3 (a) Except as set forth on Exhibit G-5 hereto or Exhibit G-6
hereto, no Subject Company has knowledge of any past or existing violations of
any Hazardous Substances Laws by any Person relating in any way to the Sites,
Improvements or other Mortgaged Properties owned or leased by any Portfolio
Entity, in each case which could reasonably be expected to have a Borrower
Material Adverse Effect or a Project Material Adverse Effect.

4.12 Litigation.

(a) As of the Closing Date, except as set forth on Exhibit G-5
hereto, there are no pending or, to the best knowledge of Borrower, threatened
actions or proceedings of any kind, including actions or proceedings of or
before any Governmental Authority, to which Borrower, any Affiliate Pledgor or
the Member or an Identified Project, Approved Project or Acquisition Plant is a
party or is subject, or by which any of them or any of their properties or an
Identified Project, Approved Project or Acquisition Plant are bound.

(b) As of the Closing Date, except as set forth on Exhibit G-5
hereto, there are no pending or, to the best knowledge of Borrower, threatened
actions or proceedings of any kind (including actions or proceedings of or
before any Governmental Authority) to which NRG Energy or, to the best knowledge
of Borrower, any other Major Project Participants is a party or is subject, or
by which any of them or any of their properties are bound, which if adversely
determined to or against NRG Energy, the Member or any Affiliate Pledgor or any
other Major Project Participant could reasonably be expected to have a Sponsor
Material Adverse Effect or a Borrower Material Adverse Effect.

(c) After the Closing Date, there are no pending or, to the best
knowledge of Borrower, threatened actions or proceedings of any kind, including
actions or proceedings of or before any Governmental Authority, to which
Borrower, the Member, any Affiliate Pledgor or NRG Energy is a party or is
subject, or by which any of them or any of their properties are bound which have
not been disclosed by Borrower to Administrative Agent in accordance with, and
to the extent required by, Section 5.3.

4.13 Labor Disputes and Acts of God. Neither the business nor the
properties of Borrower, the Member, any Affiliate Pledgor or NRG Energy, or, to
the best knowledge of Borrower, any other Major Project Participant are affected
by any fire, explosion, accident, strike, lockout or other labor dispute,
drought, storm, hail, earthquake, embargo, act of God or of the public enemy, or
other casualty (whether or not covered by insurance), which could reasonably be
expected to have a Borrower Material Adverse Effect.

4.14 Project Documents. Except as permitted by Section 3.2.6(t) or
3.5.7(u), copies of all of the Project Documents and Turbine Purchase Contracts
and Material Asset Purchase 

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Contracts in effect with respect to the Approved Projects, Funded Working
Capital Assets and Acquisitions, as the case may be, as of such date have been
delivered to Administrative Agent by Borrower.

4.15 Disclosure. Neither this Agreement nor any certificate or other
documentation (other than the Project Budgets, the Annual Operating Budgets, the
Maintenance Budgets and the Base Case Project Projections) furnished to
Administrative Agent, the Lead Arranger or the Technical Committee, or to any
consultant submitting a report to Administrative Agent, the Lead Arranger or the
Technical Committee, by or, to the best knowledge of Borrower, on behalf of NRG
Energy or the Member in connection with the transactions contemplated by this
Agreement or the Project Documents or the design, description, testing or
operation of an Acquisition, Approved Project or an Approved Turbine, contains
any untrue statement of a material fact or omits to state a material fact
necessary in order to make the statements contained herein or therein not
misleading under the circumstances in which they were made at the time such
statements are made. As of the Closing Date, there is no fact known to Borrower
which has had or could reasonably be expected to have a Borrower Material
Adverse Effect or a Project Material Adverse Effect which has not been set forth
in this Agreement or in the other documents, certificates and written statements
furnished to Administrative Agent and/or the Independent Consultants, by or on
behalf of Borrower in connection with the transactions contemplated hereby.

4.16 Private Offering by Borrower. Assuming that Banks are acquiring the
Notes for investment purposes only, and not for purposes of resale or
distribution thereof except for assignments or participations as provided in
Sections 9.13 and 9.14, no registration of the Notes under the Securities Act of
1933, as amended, or under the securities laws of the State of New York, or any
other state in which an Approved Project, Funding Working Capital Asset or
Acquisition is located is required in connection with the offering, issuance and
sale of the Notes hereunder. Neither Borrower nor anyone acting on its behalf
has taken, or will take, any action which would subject the issuance or sale of
the Notes to Section 5 of the Securities Act of 1933, as amended.

4.17 Taxes. All tax returns and reports of the Member, each Affiliate
Pledgor and Borrower required to be filed by any such Person have been timely
filed, and all taxes required to be paid with respect to such tax returns to be
due and payable and all material assessments, utility charges, fees and other
governmental charges upon the Member, each Affiliate Pledgor and Borrower and
upon their respective properties, assets, income, businesses and franchises
which are due and payable have been paid when due and payable, other than those
taxes, assessments, fees and charges being contested in good faith and by
appropriate proceedings and for which reserves or other appropriate provisions,
if any, as shall be required in conformity with GAAP shall have been made or
provided therefor. Borrower knows of no proposed tax assessment against NRG
Energy, the Member, Borrower, any Affiliate Pledgor or any Portfolio Entity
which could reasonably be expected to have a Borrower Material Adverse Effect
that is not being actively contested by such Person in good faith and by
appropriate proceedings and for which reserves or other appropriate provisions,
if any, as shall be required in conformity with GAAP shall not have been made or
provided therefor. For federal income tax purposes, Borrower is a limited
liability company and not an association taxed as a corporation.

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4.18 Governmental Regulation. Except to the extent that the FPA or PUHCA is
applicable to Borrower solely by reason of Borrower being an Exempt Wholesale
Generator or the owner of a Qualifying Facility, none of Borrower, the Member,
any Affiliate Pledgor, Administrative Agent, or any Bank, nor any Affiliate of
any of them will, solely as a result of the construction, ownership, leasing or
operation of any Identified Project or Non-Identified Project or any Turbine,
the sale of electricity, capacity or ancillary services therefrom or the
entering into any Operative Document or any transaction contemplated hereby or
thereby, be subject to, or not exempt from, regulation under the FPA or PUHCA or
under state laws and regulations respecting the rates or the financial or
organizational regulation of electric utilities. Borrower is not subject to
regulation under any Governmental Rule as to securities, rates or financial or
organizational matters that would preclude the making or repayment of any Loans,
or the incurrence by Borrower of any of the Obligations or the execution,
delivery and performance by Borrower of the Operative Documents to which it is a
party. Borrower will not be deemed by any Governmental Authority having
jurisdiction to be subject to financial, organizational or rate regulation as an
"electric utility," "electric corporation," "electrical company," "public
utility," "public utility holding company" or any similar Person under any
existing law, rule or regulation of any Governmental Authority.

4.19 Margin Stock. Borrower is not engaged principally, or as one of its
principal activities, in the business of extending credit for the purpose of
"buying", "carrying" or "purchasing" margin stock (as defined in Regulations T,
U or X of the Federal Reserve Board), and no part of the proceeds of the Loans
or the Project Revenues or the proceeds of any loans made under any Intercompany
Loan Agreement will be used by Borrower to buy, carry or purchase any such
margin stock or to extend credit to others for the purpose of "buying",
"carrying" or "purchasing" any such margin stock or for any other purpose which
violates the provisions of the regulations of the Federal Reserve Board.

4.20 Budgets; Projections. Borrower has prepared the Project Budgets, the
Annual Operating Budgets, the Maintenance Budgets (to the extent applicable) and
the Base Case Project Projections and is responsible for developing the
assumptions on which the Project Budgets, the Annual Operating Budgets, the
Maintenance Budgets (to the extent applicable) and the Base Case Project
Projections are based; and the Project Budgets, the Annual Operating Budgets,
the Maintenance Budgets (to the extent applicable) and the Base Case Project
Projections for the Identified Projects, the Approved Projects and Acquisitions
(a) as of the date delivered, updated or supplemented are based on reasonable
assumptions (including as to all legal and factual matters material to the
estimates set forth therein), (b) as of the date delivered, updated or
supplemented are consistent with the provisions of the Project Documents in
effect as of such date and (c) as of the date delivered, updated or supplemented
indicate that the estimated Project Costs with respect to such Project or
Acquisition, as the case may be, will not exceed funds available (including
Committed Equity Funds) to pay Project Costs with respect to such Project or
Acquisition, as the case may be. In the reasonable opinion of Borrower, as of
the date delivered, updated or supplemented, the textual material accompanying
the Base Case Project Projections for the Identified Projects, the Approved
Projects and Acquisitions discloses all information reasonably necessary for an
understanding of the Base Case Project Projections, and does not contain any
material misstatements or omit any information which, in conjunction with other
information given, would be necessary to make such information not materially
misleading. Lead Arranger, Arrangers, the Technical Committee and Banks
acknowledge that 

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the Project Budgets, the Annual Operating Budgets, the Maintenance Budgets (to
the extent applicable) and the Base Case Project Projections, in so far as the
Project Budgets, the Annual Operating Budgets, the Maintenance Budgets (to the
extent applicable) and the Base Case Project Projections relate to future
events, cannot be viewed as fact and that actual results during the period or
periods specified therein may differ from the budgeted or projected results set
forth therein.

4.21 Financial Statements. In the case of each financial statement and
accompanying information delivered by Borrower hereunder (including financial
statements of the Portfolio Entities, NRG Energy, the Member, any Affiliate
Pledgor and any Affiliated Major Project Participants delivered pursuant to
Sections 3.1.14, 3.2.19, 3.5.20 and 5.4, but excluding any financial statements
of any Major Project Participant which is not an Affiliate of NRG Energy), each
such financial statement and information shall have been prepared in conformity
with GAAP and fairly present, in all material respects, the financial position
(on a consolidated and, where applicable, consolidating basis) of the Persons
described in such financial statements as at the respective dates thereof and
the results of operations and cash flows (on a consolidated and, where
applicable, consolidating basis) of the Persons described therein for each of
the periods then ended, subject, in the case of any such unaudited financial
statements, to changes resulting from audit and normal year-end adjustments.
Except for obligations under the Operative Documents to which it is a party,
Borrower does not (and will not following the funding of the initial Loans) have
any contingent obligations, unmatured liabilities, contingent liability or
liability for taxes, long-term lease or forward or long-term commitment that is
not reflected in the foregoing financial statements or the notes thereto and
which in any such case is material in relation to the business, operations,
properties, assets, financial condition or prospects of Borrower and the other
Portfolio Entities taken as a whole.

4.22 Existing Defaults. Borrower is not in default under any material term
of any Operative Document relating to the Approved Projects, the Funded Working
Capital Assets or the Acquisitions or any agreement relating to any obligation
of Borrower for or with respect to borrowed money. To the best knowledge of
Borrower, no other party to any Operative Document is in default thereunder,
which default could reasonably be expected to have a Borrower Material Adverse
Effect.

4.23 Offices, Location of Collateral.

4.23.1 The chief executive office or chief place of business (as such term
is used in Article 9 of the Uniform Commercial Code as in effect in each state
where the Collateral is located and the State of New York from time to time) of
Borrower and each Portfolio Entity is set forth in Schedule 4.23 hereto (as such
schedule may be supplemented from time to time by 30 days' notice to
Administrative Agent pursuant to Section 6.15). Borrower's federal employer
identification number is 41-1006241 and each of the other Portfolio Entities'
federal employer numbers are set forth in Schedule 4.23 hereto (as so
supplemented) or as otherwise delivered to Administrative Agent in connection
with the satisfaction of the requirements for initial funding of Development
Loans or Working Capital Loans under Section 3.2, 3.4 or 3.5, as the case may
be.

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4.23.2 With respect to each Approved Project, Funded Working Capital Asset
or Acquisition, all of the tangible Collateral (other than the Accounts,
Mortgaged Properties and general intangibles) related thereto, is, or when
acquired or installed pursuant to the Project Documents will be, located in a
jurisdiction where a properly completed financing statement has been filed with
the appropriate filing office for the creation of a security interest therein or
at the address set forth in Schedule 4.23 hereto (as such schedule may be
supplemented from time to time by 30 days' notice to Administrative Agent).

4.23.3 The location of Borrower's books of accounts and records is set
forth in Schedule 4.23 hereto (as such schedule may be supplemented from time to
time by 30 days' notice to Administrative Agent).

4.24 Title and Liens.

(a) With respect to the properties and assets attributable to the
Initial Contribution, Borrower with respect to such properties and assets has
good, and with respect to real property, marketable and insurable title to such
properties and assets, in each case free and clear of all Liens, encumbrances or
other exceptions to title other than Permitted Liens.

(b) Except as contemplated by Sections 3.2 or 3.5 and 5.16, (i)
each Project Owner is a direct or indirect wholly-owned Subsidiary of NRG Energy
and (A) Borrower or (B) an Affiliate Pledgor, (ii) each Project Owner owns 100%
of its respective Identified Project or Non-Identified Project and (iii) each
Project Owner holds title to only one Identified Project or Non-Identified
Project or one Approved Turbine and any Funded Working Capital Assets related
thereto.

(c) The Lien of the Collateral Documents constitutes a valid lien
on all Collateral comprising the Initial Contribution. The Lien of the
Collateral Documents constitutes a first priority perfected security interest in
all the personal property relating to the Initial Contribution, subject to no
Liens except (i) Permitted Liens described in clauses (a), (b) and (e) of the
definition thereof and (ii) to the extent required by Governmental Rule, clauses
(c) and (g) of the definition of "Permitted Liens".

(d) The Lien of the Collateral Documents (to the extent then
existing) constitutes a valid lien on all Collateral relating to the Approved
Projects, the Funded Working Capital Assets and any other asset (including any
Acquisition Plants) acquired with the proceeds of any Loan. The Lien of the
Collateral Documents (to the extent then existing) constitutes a valid and
subsisting first priority Lien of record on all the Mortgaged Properties
relating to the Approved Projects and Acquisition Plants described in the Deeds
of Trust or Mortgages, as the case may be (to the extent required pursuant to
Article 3 and Section 5.12.3), and, a first priority perfected security interest
in all the personal property relating to the Approved Projects, the Funded
Working Capital Assets and the other assets described in the Collateral
Documents, subject to no Liens except (i) Permitted Liens described in clauses
(a), (b) and (e) of the definition thereof, (ii) to the extent required by
Governmental Rule, clauses (c) and (g) of the definition of "Permitted Liens"
and (iii) Permitted Encumbrances.

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4.25 Collateral. The security interests granted to Administrative Agent,
for the benefit of Secured Parties, pursuant to the Collateral Documents in the
Collateral related to the Initial Contribution, the Approved Projects, the
Funded Working Capital Assets and the other assets described in such Collateral
Documents (a) constitute as to personal property included in the Collateral and,
with respect to subsequently acquired personal property included in the
Collateral, will constitute, a perfected security interest under the UCC to the
extent a security interest can be perfected by filing or, in the case of the
Accounts, and the Pledged Equity Interests (the Pledged Equity Interests being
"certificated securities" as defined in Article 8 of the UCC), by possession by
or on behalf of the secured party and (b) are, and, with respect to such
subsequently acquired personal property, will be, as to Collateral related to
the Initial Contribution, the Approved Projects, the Funded Working Capital
Assets and the other assets described in such Collateral Documents perfected
under the UCC as aforesaid, superior and prior to the rights of all third
Persons now existing or hereafter arising whether by way of mortgage, lien,
security interests, encumbrance, assignment or otherwise. Except to the extent
possession of portions of such Collateral is required for perfection, all such
action as is necessary has been taken to establish and perfect Administrative
Agent's, for the benefit of Secured Parties, rights in and to such Collateral to
the extent Administrative Agent's, for the benefit of Secured Parties, security
interest can be perfected by filing, including any recording, filing,
registration, giving of notice or other similar action. No filing, recordation,
re-filing or re-recording other than those listed on Exhibit D-5 hereto (as the
same may be supplemented pursuant to Article 3 from time to time) is necessary
to perfect and maintain the perfection of the interest, title or Liens of the
Collateral Documents related to the Initial Contribution, the Approved Projects,
the Funded Working Capital Assets and the other assets described in such
Collateral Documents, and all such filings or recordings will have been made to
the extent Administrative Agent's, for the benefit of Secured Parties, security
interest can be perfected by filing. The Member, each Affiliate Pledgor and each
Portfolio Entity has properly delivered or caused to be delivered to
Administrative Agent all such Collateral that requires perfection of the Lien
and security interest described above by possession.

ARTICLE 5.
AFFIRMATIVE COVENANTS OF BORROWER

Borrower covenants and agrees that, so long as any of the Commitments shall
remain in effect and until payment and performance in full of all of the Loans
and Obligations, Borrower will perform, and, to the extent specified below, will
cause each of the other Portfolio Entities, all covenants set forth in this
Article 5.

5.1 Use of Proceeds and Revenues.

5.1.1 Proceeds. Unless otherwise applied by Administrative Agent
pursuant to this Agreement, Borrower shall (a) deposit the proceeds of the Loans
advanced hereunder and the Contributions made pursuant to Section 3.9 in the
relevant Development Sub-Accounts, (b) hold such proceeds as a trust fund for
the payment of Project Costs and other expenditures permitted hereunder, (c)
subject to the following clause and sentence, use them solely to pay Project
Costs for Approved Projects and Acquisitions and for working capital purposes in
accordance with the terms hereof, and (d) loan such proceeds to any Project
Owner which is not a Subsidiary of Borrower pursuant to an Intercompany Loan
Agreement (Borrower), provided 

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that, in the case of clause (d), such loans are subordinate to the prior payment
in full in cash of the Obligations in a manner satisfactory to the Technical
Committee (provided that such subordination shall only be in effect so long as
the relevant Project Owner is a party to a Project Owner Guaranty which has not
been terminated pursuant to Section 9.13 thereof); provided, however, that
Working Capital Loans shall only be used (i) by Borrower and Project Owners,
(ii) for working capital purposes in respect of any Approved Project which has
achieved Provisional Acceptance and (iii) to make progress payments in respect
of, or to otherwise acquire, any Approved Turbine. Notwithstanding anything to
the contrary herein (but subject to Section 6.6), Borrower may also use the
proceeds of any Loan advanced hereunder to fund one or more Restricted Payments
to the Member, any Affiliate Pledgor or NRG Energy, provided that the aggregate
amount of such Restricted Payments shall not exceed the aggregate amount of
Contributions made by the Member, any Affiliate Pledgor or NRG Energy to
Borrower in accordance with Section 3.9 (exclusive of any such Contributions
which were made (A) for the purpose of providing Borrower with sufficient
Available Development Funds to cause the timely Completion of the Approved
Projects in accordance with, and pursuant to, Section 3.3.2(iii)(B) or (B)
contemplated by Section 2.1.8(c)).

5.1.2 Revenues. With respect to each Approved Project and any other
asset acquired with the proceeds of a Loan, unless otherwise applied by
Administrative Agent pursuant to Article 7 and the terms of the Depositary
Agreement, Borrower shall (a) deposit all Project Revenues received by or due to
Borrower (other than Insurance Proceeds, Eminent Domain Proceeds and damage
payments described in Section 2.2.2 of the Depositary Agreement) received prior
to Completion of such Approved Project in the relevant Development Sub-Account
for application toward Project Costs and otherwise for application as set forth
in Section 2.1.3 of the Depositary Agreement, (b) deposit all Project Revenues
received by or due to Borrower (other than Insurance Proceeds, Eminent Domain
Proceeds and damage payments described in Sections 2.1.2, 2.3 and 2.7 of the
Depositary Agreement) received after Completion of such Approved Project in the
Revenue Account for application solely for the purposes and in the order and
manner provided in Section 2.2.3 of the Depositary Agreement, (c) deposit all
Insurance Proceeds and Eminent Domain Proceeds described in Section 2.3.2 of the
Depositary Agreement received at any time in the Loss Proceeds Account for
application solely for the purposes, and in the order and manner, provided in
Sections 2.3.3, 2.3.4 and 2.3.5 of the Depositary Agreement and (d) deposit all
proceeds received by Borrower pursuant to an Intercompany Loan Agreement
(Affiliate) in the Revenue Account in accordance with Section 2.2.2 of the
Depositary Agreement and apply such proceeds in the manner provided in Section
2.2.3 of the Depositary Agreement.

5.2 Payment. Borrower shall pay all sums due under this Agreement and the
other Credit Documents to which it is a party according to the terms hereof and
thereof.

5.3 Notices. Borrower shall promptly, upon acquiring notice or giving
notice, as the case may be, or obtaining knowledge thereof, give written notice
(with copies of any such underlying notices) to Administrative Agent of:

5.3.1 Any litigation pending or, to the best knowledge of Borrower,
threatened against Borrower, the Member, any Affiliate Pledgor or NRG Energy and
involving claims against any such Person in excess of $500,000 (or, in the case
of NRG Energy, $25,000,000) in 

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the aggregate per year or involving any injunctive, declaratory or other
equitable relief, such notice to include, if reasonably requested by
Administrative Agent, copies of all papers filed in such litigation and to be
given monthly if any such papers have been filed since the last notice given;

5.3.2 Any dispute or disputes which may exist between Borrower, the
Member, any Affiliate Pledgor or NRG Energy and any Governmental Authority and
which involve (a) claims against any such Person which exceed $500,000 (or, in
the case of NRG Energy, $25,000,000) the aggregate per year, (b) injunctive or
declaratory relief, or (c) any Liens (other than Permitted Liens) relating to an
Approved Project, Acquisition Plant or a Funded Working Capital Asset for taxes
due but not paid;

5.3.3 Any Event of Default, Inchoate Default, Project Default or
Project Inchoate Default;

5.3.4 Any casualty, damage or loss, whether or not insured, through
fire, theft, other hazard or casualty, or any act or omission of Borrower, its
employees, agents, contractors, consultants or representatives, or of any other
Person if such casualty, damage or loss affects Borrower, in excess of
$1,000,000 for any one casualty or loss or $5,000,000 in the aggregate in any
policy period;

5.3.5 Any cancellation, suspension or material change in the terms,
coverage or amounts of any insurance described in Exhibit K hereto;

5.3.6 Any matter which has had, or, in Borrower's reasonable judgment,
could reasonably be expected to have, a Borrower Material Adverse Effect or a
Project Material Adverse Effect, including any PUC or FERC proceedings affecting
any Acquisition or Approved Project which, if adversely determined, reasonably
could be expected to have a Borrower Material Adverse Effect or a Project
Material Adverse Effect;

5.3.7 Any act by Borrower to become a surety, guarantor, endorser or
accommodation endorser for a third party other than endorsement of negotiable
instruments for collection purposes or Permitted Debt;

5.3.8 Promptly, but in no event later than 30 days prior to the time
any Person will become an equity holder of Borrower or the occurrence of any
other change in or transfer of ownership interests in Borrower notice thereof,
which notice shall identify such Person and such Person's interest in Borrower
and shall describe, in reasonable detail, such other change or transfer;

5.3.9 Any material notices delivered to or received from any Person
(other than a Portfolio Entity) under any Project Document relating to an
Approved Project, an Approved Turbine or an Acquisition Document.

5.3.10 Any downgrade by Moody's or S&P in the credit rating(s) of NRG
Energy, the Member or Borrower, or any credit rating assigned to the Loans and
transactions contemplated hereby.

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5.4 Financial Statements.

5.4.1 Unless Administrative Agent otherwise consents, Borrower shall
deliver or cause to be delivered to Administrative Agent, in form and detail
reasonably satisfactory to Administrative Agent:

(a) As soon as practicable and in any event within 60 days after
the end of the first, second and third quarterly accounting periods of its
fiscal year (commencing with the quarter ending March 31, 2001), an unaudited
balance sheet of NRG Energy, Borrower and each Project Owner which owns an
Approved Project which has achieved Provisional Acceptance, and, to the extent
reasonably requested by the Technical Committee, the other Project Owners, as of
the last day of such quarterly period and the related statements of income, cash
flows, and partners' capital (where applicable) for such quarterly period and
(in the case of second and third quarterly periods) for the portion of the
fiscal year ending with the last day of such quarterly period, setting forth in
each case in comparative form corresponding unaudited figures from the preceding
fiscal year (such requirement may be satisfied with respect to any Person by
delivery of the appropriate Form 10-Q filed with the Securities and Exchange
Commission);

(b) As soon as available but no later than 60 days after the end
of the second and fourth quarterly accounting periods of its fiscal year
(commencing with the quarter ending March 31, 2001), unaudited financial
statements of each Affiliated Major Project Participant, including a statement
of equity, a balance sheet as of the close of such year, an income and expense
statement, reconciliation of capital accounts and a statement of sources and
uses of funds, setting forth in each case in comparative form corresponding
unaudited figures from the preceding fiscal year (such requirement may be
satisfied with respect to any Person by delivery of the appropriate Form 10-Q
filed with the Securities and Exchange Commission); and

(c) As soon as available but no later than 120 days after the
close of each applicable fiscal year, audited financial statements of NRG
Energy, Borrower and each Project Owner which owns an Approved Project which has
achieved Provisional Acceptance, and, to the extent reasonably requested by the
Technical Committee, the other Project Owners and (in lieu of any financial
statements to be provided pursuant to clause (b) above and only if reasonably
requested by the Technical Committee) any Affiliated Major Project Participant,
including a statement of equity, a balance sheet as of the close of such year,
an income and expense statement, reconciliation of capital accounts and a
statement of sources and uses of funds, all prepared in accordance with GAAP and
in the case of audited financial statements, certified by an independent
certified public accountant selected by the Person whose financial statements
are being prepared and satisfactory to Administrative Agent. Such certificate
for each Portfolio Entity, each Affiliated Major Project Participant (to the
extent applicable) and NRG Energy shall not be qualified or limited because of
restricted or limited examination by such accountant of any material portion of
the records of the applicable Person. Such requirement may be satisfied with
respect to any Person by delivery of the appropriate Form 10-K filed with the
Securities and Exchange Commission.

(d) Each time the financial statements are delivered under
Section 5.4.1(a), (b) or (c) above for the Portfolio Entities, each Affiliate
Pledgor, the Member, 

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NRG Energy and each Affiliated Major Project Participant, deliver or cause to be
delivered, along with such financial statements, a certificate signed by a
Responsible Officer of such Person, certifying that such officer has made or
caused to be made a review of the transactions and financial condition of such
Person during the relevant fiscal period and that such review has not, to the
best of such Responsible Officer's knowledge, disclosed the existence of any
event or condition which constitutes an Event of Default or Inchoate Default
(or, in the case of the Portfolio Entities, a Project Default or Project
Inchoate Default), or if any such event or condition existed or exists, the
nature thereof and the corrective actions that such Person has taken or proposes
to take with respect thereto, and also certifying that such Person is in
compliance with all applicable material provisions of each Credit Document to
which such Person is a party or, if such is not the case, stating the nature of
such non-compliance and the corrective actions which such Person has taken or
proposes to take with respect thereto.

5.5 Books, Records, Access. Borrower shall maintain or cause to be
maintained adequate books, accounts and records and prepare all financial
statements required hereunder in accordance with GAAP and in compliance with the
regulations of any Governmental Authority having jurisdiction thereof.

5.6 Compliance with Laws, Instruments, Etc. Borrower shall comply, or cause
compliance, in all material respects, with all Legal Requirements relating to
Borrower, including Legal Requirements relating to pollution control,
environmental protection, equal employment opportunity or employee benefit
plans, ERISA Plans, Mutliemployer Plans and employee safety.

5.7 Reports. With respect to each Approved Project, Borrower shall:

5.7.1 Deliver to Administrative Agent on the last Banking Day of each
month (if any) prior to Final Acceptance of such Approved Project in which no
Loan is made to such Approved Project a certificate of an authorized officer of
Borrower as to the matters required by Section 3.3.2 in respect of such Approved
Project, substantially in the form of the Development Drawdown Certificate.

5.7.2 Provide to Administrative Agent promptly upon request such
reports, statements, lists of property, accounts, budgets, forecasts and other
information concerning such Approved Project or Turbine and, to the extent
reasonably available, the Major Project Participants and at such times as
Administrative Agent shall reasonably require, including such reports and
information as are reasonably required by the Independent Consultants.

5.7.3 Within 30 days of the end of each fiscal year after the Closing
Date, deliver to Administrative Agent a certificate, substantially in the form
of Exhibit I hereto, and otherwise in form and substance satisfactory to
Administrative Agent in consultation with the Insurance Consultant, certifying
that the insurance requirements set forth in Exhibit K hereto have been
implemented and are being complied with in all material respects.

5.8 Existence, Conduct of Business, Properties, Etc. Except as otherwise
expressly permitted under this Agreement, Borrower shall (a) maintain and
preserve its existence as a limited liability company formed under the laws of
the State of Delaware and all material rights, privileges and franchises
necessary or desirable in normal conduct of its business, (b) engage 

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only in the business contemplated by the Operative Documents and (c) perform all
of its contractual obligations under the Credit Documents.

5.9 Calculation of Ratios.

5.9.1 For purposes of this Agreement (including Article 3 and Sections
6.4.2 and 6.6.1 hereof), each Project Owner Guaranty and each other Credit
Document, Borrower shall, and shall cause each Portfolio Entity to, calculate
the Deemed Debt Service Coverage Ratios, the Historical Debt Service Coverage
Ratios, the Projected Debt Service Coverage Ratios and the Interest Coverage
Ratios (a) without taking into account the EBITDA and Project Revenues produced
by an Approved Project in respect of which a Project Default or Project Inchoate
Default shall have occurred and be continuing, (b) in a manner which is
consistent with and supported by the conclusions set forth in the most recently
delivered Independent Consultants' reports and (c) with respect to any
calculation of a Deemed Debt Service Coverage Ratio, in a manner which is
consistent with and supported by the most recently delivered Base Case Project
Projections.

5.9.2 (a) In connection with the making of an initial Development Loan
for a Subject Project or a Subject Acquisition or the release of the Liens of
the Collateral Documents in respect of an Approved Project, Borrower shall
deliver a properly completed Ratio Election Certificate, in substantially the
form of Exhibit F-9 hereto, pursuant to which Borrower shall elect a ratio of
non-recourse loans to capitalization (the "Applicable Development Loan Ratio")
for (i) with respect to any elections made pursuant to Section 3.2.28, the
relevant Subject Project and all Approved Projects, (ii) with respect to any
elections made pursuant to Section 3.5.27, the relevant Subject Acquisition and
all Approved Projects and (iii) with respect to any elections made pursuant to
Section 6.4.2(a)(iii), all Approved Projects (other than the Approved Project
which is proposed to be released). Such elected Applicable Development Loan
Ratio shall be equal to or lower than the Deemed Development Loan Ratio in
effect immediately after giving effect to the proposed initial funding or
release, as the case may be.

(b) Without limiting anything set forth in clause (a) above, with
respect to any Subject Project or Approved Project which was initially funded
after the satisfaction of the conditions precedent set forth in Section 3.2 and
(in each case) which is an Identified Project, Borrower may elect any such
Applicable Development Loan Ratio only if it demonstrates to the reasonable
satisfaction of the Technical Committee that (as of such initial funding date or
release date, as the case may be and based in part on the proposed Applicable
Development Loan Ratios) the minimum and average projected annual Deemed Debt
Service Coverage Ratios for such Subject Project or such Approved Project, as
the case may be, satisfy the requirements set forth in Section 3.2.21(c).

(c) Without limiting anything set forth in clause (a) or (b)
above, with respect to any Subject Project or Approved Project which was
initially funded after the satisfaction of the conditions precedent set forth in
Section 3.2 and (in each case) which is a Non-Identified Project, Borrower may
elect any such Applicable Development Loan Ratio only if it demonstrates to the
reasonable satisfaction of the Technical Committee that (as of such initial
funding date or release date, as the case may be and based in part on the
proposed Applicable Development Loan Ratios) the minimum and average projected
annual Deemed Debt 

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Service Coverage Ratios for such Subject Project or such Approved Project, as
the case may be, satisfy the requirements set forth in 3.2.21(d).

(d) Without limiting anything set forth in clause (a), (b) or (c)
above, with respect to any Subject Acquisition or Approved Project which was
initially funded after the satisfaction of the conditions precedent set forth in
Section 3.5, Borrower may elect any such Applicable Development Loan Ratio only
if it demonstrates to the reasonable satisfaction of the Technical Committee
that (as of such initial funding date or release date, as the case may be and
based in part on the proposed Applicable Development Loan Ratios) the minimum
and average projected annual Deemed Debt Service Coverage Ratios for such
Subject Acquisition or such Approved Project, as the case may be, satisfy the
requirements set forth in 3.5.22(c).

5.10 Indemnification.

5.10.1 Borrower shall, and shall cause each other Portfolio Entity to,
indemnify, defend and hold harmless Lead Arranger, Arrangers, Administrative
Agent, each member of the Technical Committee and each Bank, and in their
capacities as such, their respective officers, directors, shareholders,
controlling Persons, employees, agents and servants (collectively, the
"Indemnitees") from and against and reimburse the Indemnitees for:

(a) any and all claims, obligations, liabilities, losses,
damages, injuries (to Person, property, or natural resources), penalties, stamp
or other similar taxes, actions, suits, judgments, costs and expenses (including
reasonable attorney's fees) of whatever kind or nature, whether or not well
founded, meritorious or unmeritorious, demanded, asserted or claimed against any
such Indemnitee (collectively, "Subject Claims") in any way relating to, or
arising out of or in connection with this Agreement, the other Operative
Documents, any Identified Project or Non-Identified Project, any Acquisition,
any Approved Project or any Funded Working Capital Asset, except for claims by a
Portfolio Entity against an Indemnitee that are in whole or in part successful;

(b) any and all Subject Claims arising in connection with the
release or presence of any Hazardous Substances at any Identified Project,
Non-Identified Project and Approved Project, whether foreseeable or
unforeseeable, including all costs of removal and disposal of such Hazardous
Substances, all reasonable costs required to be incurred in (i) determining
whether any Identified Project, Non-Identified Project and Approved Project is
in compliance and (ii) causing each Identified Project, Non-Identified Project
and Approved Project to be in compliance, with all applicable Legal
Requirements, all reasonable costs associated with claims for damages to Persons
or property, and reasonable attorneys' and consultants' fees and court costs;
and

(c) any and all Subject Claims in any way relating to, or arising
out of or in connection with any claims, suits, liabilities against any
Portfolio Entity, the Member, NRG Energy or any of their Affiliates.

5.10.2 The foregoing indemnities shall not apply with respect to an
Indemnitee, to the extent arising as a result of the gross negligence or willful
misconduct of such Indemnitee, but shall continue to apply to other Indemnitees.

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5.10.3 The provisions of this Section 5.10 shall survive foreclosure of
the Collateral Documents and satisfaction or discharge of the Portfolio Entities
obligations hereunder and under the other Credit Documents, and shall be in
addition to any other rights and remedies of Lead Arranger, Arrangers, the
Technical Committee, Administrative Agent and any Bank.

5.10.4 In case any action, suit or proceeding shall be brought against
any Indemnitee, such Indemnitee shall notify Borrower of the commencement
thereof, and Borrower shall be entitled, at its expense, acting through counsel
reasonably acceptable to such Indemnitee, to participate in, and, to the extent
that Borrower desires, to assume and control the defense thereof. Such
Indemnitee shall be entitled, at its expense, to participate in any action, suit
or proceeding the defense of which has been assumed by Borrower. Notwithstanding
the foregoing, Borrower shall not be entitled to assume and control the defenses
of any such action, suit or proceedings if and to the extent that, in the
reasonable opinion of such Indemnitee and its counsel, such action, suit or
proceeding involves the potential imposition of criminal liability upon such
Indemnitee or a conflict of interest between such Indemnitee and Borrower or
between such Indemnitee and another Indemnitee (unless such conflict of interest
is waived in writing by the affected Indemnitees), and in such event (other than
with respect to disputes between such Indemnitee and another Indemnitee)
Borrower shall pay the reasonable expenses of such Indemnitee in such defense.

5.10.5 Borrower shall report to such Indemnitee on the status of such
action, suit or proceeding as material developments shall occur and from time to
time as requested by such Indemnitee (but not more frequently than every 60
days). Borrower shall deliver to such Indemnitee a copy of each document filed
or served on any party in such action, suit or proceeding, and each material
document which Borrower possesses relating to such action, suit or proceeding.

5.10.6 (a) Notwithstanding Borrower's rights hereunder to control
certain actions, suits or proceedings, if any Indemnitee reasonably determines
that failure to compromise or settle any Subject Claim made against such
Indemnitee is reasonably likely to have an imminent material adverse effect on
such Indemnitee or a Borrower Material Adverse Effect, such Indemnitee shall be
entitled (and Borrower shall cause other relevant Portfolio Entity to agree to
the same) to compromise or settle such Subject Claim.

(b) Notwithstanding Borrower's rights hereunder to control
certain actions, suits or proceedings, if the Required Banks reasonably
determine that failure to compromise or settle any Subject Claim made against
such Indemnitee is reasonably likely to have an imminent Borrower Material
Adverse Effect or a Project Material Adverse Effect, such Indemnitee or the
Required Banks, as the case may be, shall provide Borrower with written notice
of a proposed compromise or settlement of such claim specifying in detail the
nature and amount of such proposed settlement or compromise. Borrower (and any
other relevant Portfolio Entity) shall be deemed to have approved such proposed
compromise or settlement unless, within 30 days after the date Borrower receives
such notice of intended compromise or settlement, Borrower provides such
Indemnitee or the Required Banks, as the case may be, with (i) a written legal
analysis from counsel reasonably acceptable to such Indemnitee or Required
Banks, as the case may be, reasonably concluding that, based on the magnitude of
the Subject 

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Claim, the legal basis for such Subject Claim, and/or the cost of defending such
Subject Claim, the amount of such proposed settlement or compromise is not
within a reasonable range of settlements or compromises for such Subject Claim,
and indicating, based on such factors, such counsel's view as to the appropriate
amount of a reasonable settlement or compromise for such Subject Claim (the
"Settlement Amount"). If the Indemnitee or the Required Banks, as the case may
be, receives such legal analysis required by this Section within such 30-day
period, the Indemnitee or the Required Banks, as the case may be, may elect to
settle or compromise such Subject Claim and Borrower shall be responsible for
the payment of all amounts of such compromise or settlement up to 125% of the
Settlement Amount, such Indemnitee shall be responsible for payment of all
amounts of such compromise or settlement in excess of such 125% limit and such
compromise or settlement shall be binding upon Borrower. If Borrower does not
provide such legal analysis within such period, or if such legal analysis is not
reasonable, in the reasonable determination of such Indemnitee or the Required
Banks, as the case may be, such Indemnitee may settle or compromise such Subject
Claim (and Borrower shall cause any other relevant Portfolio Entity to agree to
the same) and shall be fully indemnified by Borrower therefor. Such Indemnitee
or the Required Banks, as the case may be, shall not otherwise settle or
compromise any such Subject Claim other than at its own expense.

5.10.7 Upon payment of any Subject Claim by Borrower pursuant to this
Section 5.10 or other similar indemnity provisions contained herein to or on
behalf of an Indemnitee, Borrower, without any further action, shall be
subrogated to any and all claims that such Indemnitee may have relating thereto,
and such Indemnitee shall cooperate with Borrower and give such further
assurances as are necessary or advisable to enable Borrower vigorously to pursue
such claims.

5.10.8 Any amounts payable by Borrower pursuant to this Section 5.10
shall be regularly payable within 30 days after Borrower receives an invoice for
such amounts from any applicable Indemnitee, and if not paid within such 30-day
period shall bear interest at the Default Rate.

5.10.9 Notwithstanding anything to the contrary set forth herein,
Borrower shall not, in connection with any one legal proceeding or claim, or
separate but related proceedings or claims arising out of the same general
allegations or circumstances, in which the interests of the Indemnitees do not
materially differ, be liable to the Indemnitees (or any of them) under any of
the provisions set forth in this Section 5.10 for the fees and expenses of more
than one separate firm of attorneys (which firm shall be selected by the
affected Indemnitees, or upon failure to so select, by Administrative Agent).

5.10.10 If, for any reason whatsoever, the indemnification provided
under this Section 5.10 is unavailable to any Indemnitee or is insufficient to
hold it harmless to the extent provided in this Section 5.10, then provided such
payment is not prohibited by or contrary to any applicable Governmental Rule,
Legal Requirement or public policy, Borrower shall contribute to the amount paid
or payable by such Indemnitee as a result of the Subject Claim in such
proportion as is appropriate to reflect the relative economic interests of
Borrower and its Affiliates on the one hand, and such Indemnitee on the other
hand, in the matters contemplated by this Agreement as well as the relative
fault of Borrower (and its Affiliates) and such Indemnitee with respect to such
Subject Claim, and any other relevant equitable considerations.

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5.11 Operation of Approved Projects and Annual Operating Budget.

(a) With respect to each Approved Project, on or before the date
which is 60 days prior to the first day of the month in which Completion of such
Approved Project occurs or is anticipated to occur (or, in the case of any
Approved Project which is acquired after the satisfaction of the conditions
precedent set forth in Section 3.5, on or before the date of the making of the
initial Loan hereunder in respect of such Approved Project, all as more
particularly provided for in Section 3.5.23(b)) and 60 days prior to the first
day of each year thereafter, Borrower shall submit to Administrative Agent a
draft operating plan and a budget, detailed by month for such Approved Project,
of anticipated revenues and anticipated expenditures, such budget to include
debt service (if applicable), proposed distributions, maintenance, repair and
operation expenses (including reasonable allowance for contingencies), Major
Maintenance, reserves and all other anticipated O&M Costs for such Approved
Project for the remainder of the year for the first such plan and budget and for
the ensuing year for each other such plan and budget and, in the case of Major
Maintenance, to the conclusion of the second full year thereafter (each such
annual operating plan and budget with respect to each Approved Project and for
all the Approved Projects as a whole, an "Annual Operating Budget"). Except as
otherwise provided for in Section 3.5.23(b), each Annual Operating Budget shall
be subject to the reasonable approval of Administrative Agent and the
Independent Engineer. Other than with respect to any Annual Operating Budget
delivered pursuant to Section 3.5.23(b), failure by Administrative Agent to
approve or disapprove such draft Annual Operating Budget within 30 days after
receipt thereof shall be deemed to be an approval by Administrative Agent of
such draft. Borrower shall incorporate Administrative Agent's suggestions into a
final Annual Operating Budget, which, subject to the provisions of the last
sentence of this Section 5.11, shall be prepared no less than 30 days in advance
of each year.

(b) Without limiting the foregoing, each Annual Operating Budget
delivered by Borrower pursuant to Section 3.5.23(b) shall also contain as an
attachment to such Annual Operating Budget a project budget setting forth all of
the anticipated Project Costs (including amounts payable under the relevant
Acquisition Documents) from and after the date of the initial Development Loan
in respect of the relevant Approved Project. Such project budget shall be deemed
to be part of the initial Annual Operating Budget for such Approved Project, but
shall not be updated as part of the yearly updating of the Annual Operating
Budget described and provided for in clause (a) above.

(c) The O&M Costs in each Annual Operating Budget which are
subject to escalation limitations in the Project Documents shall not, absent
extraordinary circumstances, be increased by more than the amounts provided in
such Project Documents. Borrower shall continue to operate and maintain such
Approved Project, or cause such Approved Project to be operated and maintained,
within amounts not to exceed 110% of the aggregate amounts set forth in the
applicable Annual Operating Budget; provided, however, the costs for fuel shall
not be limited by the Annual Operating Budget. Pending approval of any Annual
Operating Budget in accordance with the terms of this Section 5.11, Borrower
shall continue to operate and maintain such Approved Project, or cause such
Approved Project to be operated and maintained, within the Annual Operating
Budget for such Approved Project then in effect; provided, further, that the
amounts specified therein shall be increased by the amounts specified in the
Project Documents.

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5.12 Further Assurances.

5.12.1 Borrower shall, from time to time, execute, acknowledge, record,
register, deliver and/or file all such notices, statements, instruments and
other documents (including any memorandum of lease or other agreement, financing
statement, continuation statement, certificate of title or estoppel
certificate), relating to the Loans stating the interest and charges then due
and any known defaults, and take such other steps as may be necessary or
reasonably advisable to render fully valid and enforceable under all applicable
Legal Requirements the rights, liens and priorities of Secured Parties (or any
agent on their behalf) with respect to all Collateral and other security from
time to time furnished under this Agreement and the other Credit Documents or
intended to be so furnished, including (a) granting Liens, subject to no other
Liens other than Permitted Liens, in favor of Administrative Agent, for the
benefit of Secured Parties, in any Approved Project, Approved Turbine or portion
thereof not part of the Collateral and (b) causing its partners, members or
shareholders, as the case may be, to grant a first priority Lien to
Administrative Agent, for the benefit of Secured Parties, in all the ownership
interests in a Portfolio Entity, in each case to the extent permitted, without
any waivers, and consistently with the characterization of the Debt incurred and
Liens granted hereunder and under the other Credit Documents, in each case in
such form and at such times as shall be satisfactory to Administrative Agent,
and pay all fees and expenses (including reasonable attorneys' fees) incident to
compliance with this Section 5.12.1.

5.12.2 If a Portfolio Entity shall at any time acquire any real
property or leasehold or other interest in real property related to an Approved
Project not covered by the Deeds of Trust or Mortgages, promptly upon such
acquisition (or on the Closing Date if such acquisition occurred prior thereto)
in furtherance of the Lien on the Approved Project and related Collateral
granted on the respective Funding Date, Borrower shall execute, deliver and
record a supplement to the applicable Deed of Trust or Mortgage, as the case may
be, or, if necessary, execute, deliver and record a new Deed of Trust or
Mortgage, as the case may be, in substantially the form attached hereto as
Exhibit D-3A or Exhibit D-3B, as the case may be, subjecting the real property
or leasehold or other interests so acquired to a lien and security interest in
favor of Administrative Agent, for the benefit of Secured Parties, subject only
to Permitted Liens and other exceptions to title approved by Administrative
Agent, securing all of the relevant Portfolio Entity's Obligations under the
Credit Documents; provided, that unless a Mortgage Event has occurred and is
continuing, with respect to any Approved Project located in the State of New
York, no Deeds of Trust or Mortgages shall be required in any circumstance where
Borrower reasonably determines and certifies (as verified by the Technical
Committee) that the documentation, filing, recording and other fees and expenses
reasonably anticipated to be incurred by any Portfolio Entity in connection with
the drafting, negotiating, filing and recording of any such Deed of Trust or
Mortgage are materially greater in the State of New York than the fees and
expenses customarily incurred by borrowers in similar transactions in respect of
real property located in other jurisdictions in the United States; provided,
however, that, at all times, Deeds of Trust or Mortgages, as the case may be,
shall be required to be maintained on the real property interests underlying at
least 50% of the Approved Projects then in existence (which percentage shall
based on the amount of Loan proceeds attributable and allocated to, or
contemplated to be attributable or allocated to, such Approved Projects). If
requested by Administrative Agent, Borrower shall obtain an appropriate
endorsement or supplement to the applicable Title Policy or procure a new Title
Policy insuring the Lien of Administrative Agent, 

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for the benefit of Secured Parties, in such additional property, subject only to
Permitted Liens and other exceptions to title approved by Administrative Agent,
and shall obtain subordination and nondisturbance agreements from applicable
third parties to the extent reasonably requested by Administrative Agent.

5.12.3 Borrower shall perform, upon the request of Administrative
Agent, such reasonable acts as may be necessary to carry out the intent of this
Agreement and the other Credit Documents.

5.12.4 Borrower shall, and shall cause each other Portfolio Entity to,
cause the Pledged Equity Interests to be "certificated securities" as defined in
Article 8 of the UCC and include in each appropriate Portfolio Entity's
constituent documents terms, in each case consistent with Section 8-103(c) of
the UCC, to the effect that the corresponding Pledged Equity Interests are
"securities" (as such term is defined in Article 8 of the UCC) governed by
Article 8 of the UCC.

5.13 Maintenance of Insurance. Borrower shall maintain or cause to be
maintained on its behalf in effect at all times the types of insurance required
pursuant to Exhibit K hereto, in the amounts and on the terms and conditions
specified therein, with insurance companies rated "A-" or better, with a minimum
size rating of "IX," by Best's Insurance Guide and Key Ratings (or an equivalent
rating by another nationally recognized insurance rating agency of similar
standing if Best's Insurance Guide and Key Ratings shall no longer be published)
or other insurance companies of recognized responsibility satisfactory to
Administrative Agent.

5.14 Market Study. On each 18 month anniversary of the later to occur of
(a) the date on which the initial Development Loan was made with respect to a
particular Approved Project and (b) the most recent date on which Borrower shall
have delivered a Power Marketing Consultant's report pursuant to Section
6.4.2(a)(v), Borrower shall deliver to Administrative Agent a Power Marketing
Consultant's certificate with respect to each such Approved Project, in
substantially the form of Exhibit G-8 hereto, with a Power Marketing
Consultant's report attached thereto (which report shall be in form and
substance reasonably satisfactory to the Technical Committee).

5.15 Revenue Payment to Borrower. Borrower shall use its good faith
reasonable efforts to cause all Project Revenues, Insurance Proceeds, Eminent
Domain Proceeds, damage payments (including delay or performance liquidated
damage payments) and any other amounts due any Portfolio Entity to be paid or
otherwise delivered by such Persons making such payment or delivery directly to
Borrower for deposit in the Accounts as required pursuant to this Agreement, the
applicable Consent and the Depositary Agreement.

5.16 Joint Venture Requirements.

5.16.1 In the case of a Subject Project owned by a Project Owner which
is not a wholly-owned Subsidiary of Borrower, Borrower shall, and shall cause
each of the relevant Portfolio Entities to, comply in all respects with the
Co-Project Owner Requirements.

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5.16.2 In the case of a Subject Project that is only partially owned by
the relevant Project Owner, Borrower shall, and shall cause each of the relevant
Portfolio Entities to, comply in all respects with the Co-Joint Venturer
Requirements.

5.17 Interest Rate Protection. In the event that the yield on five-year
U.S. Treasury Bonds exceeds 6.5% for ten consecutive Banking Days, within ten
Banking Days of such date, Borrower shall deliver to the Technical Committee a
plan (which plan shall be in form and substance reasonably satisfactory to the
Technical Committee) setting forth in reasonable detail Borrower's proposed
strategy for effectively limiting its exposure to such increased interest rates
and, to the extent required by such plan, Borrower shall maintain in full force
and effect, one or more Interest Rate Agreements with one or more banks or other
financial institutions in a manner consistent with such plan; provided that,
thereafter, Borrower may only terminate any such Interest Rate Agreement then in
effect if (a) such termination is in accordance with, and permitted by, such
plan and (b) the aggregate cost of liquidating and unwinding each such Interest
Rate Agreement is less than $5,000,000. 

ARTICLE 6.
NEGATIVE COVENANTS OF BORROWER

Borrower covenants and agrees that, so long as any of the Commitments
shall remain in effect and until payment and performance in full of all of the
Loans and Obligations, Borrower will perform, and, to the extent specified
below, will cause each of the other Portfolio Entities to perform, all covenants
set forth in this Article 6.

6.1 Contingent Liabilities. Except as provided in this Agreement or the
other Credit Documents, Borrower shall not become liable as a surety, guarantor,
accommodation endorser or otherwise, for or upon the obligation of any other
Person; provided, however, that this Section 6.1 shall not be deemed to prohibit
the incurrence, creation, assumption or existence of Permitted Debt.

6.2 Limitations on Liens. Borrower shall not, and shall not permit any of
the other Portfolio Entities which is Subsidiary thereof to, create, assume or
suffer to exist any Lien securing a charge or obligation on any properties or
assets of Borrower or any such Portfolio Entity (including any Approved Project,
Approved Turbine or Funded Working Capital Asset), real or personal whether now
owned or hereafter acquired, except Permitted Liens.

6.3 Indebtedness. Borrower shall not incur, create, assume or permit to
exist any Debt, except Permitted Debt.

6.4 Asset Dispositions; Release of Collateral.

6.4.1 Asset Dispositions.

Borrower shall not sell, lease, assign, transfer or otherwise dispose
of assets, whether now owned or hereafter acquired except:

(a) in the ordinary course of its business as contemplated by the
Credit Documents;

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(b) in the case of a transfer of 100% of its ownership interests
in a Project Owner to another direct or indirect wholly-owned Subsidiary of
Borrower; or

(c) in the case of a sale, transfer or other disposition of 100%
of its ownership interests in a Project Owner to any other Person (other than a
Portfolio Entity), provided that the conditions set forth in Section 6.4.2 are
satisfied.

6.4.2 Release of Collateral.

(a) Subject to Section 6.4.2(b), upon the written request of
Borrower, Administrative Agent, on the behalf of Secured Parties, shall execute
and deliver to Borrower such documents and instruments (including UCC-3
termination statements and deeds of reconveyance) and shall return all related
Pledged Equity Interests free and clear of the Liens imposed by the applicable
Pledge Agreement, all as may be reasonably necessary to release the Liens
granted to Administrative Agent, for benefit of Secured Parties, in respect of
the applicable Collateral (including the Lien on cash flows from such Approved
Project), and to permit such release or asset disposition, as the case may be
(and including such activities as may be reasonably requested by any transferee
pursuant to Section 6.4.1(c)), provided that each of the following conditions
are satisfied:

(i) no Event of Default or Inchoate Default exists as of the
date of the proposed release;

(ii) after giving effect to the proposed release, as of the
applicable date of release, no more than 40% of the Portfolio
Megawatts, and no more than 30% of the EBITDA of Portfolio Entities,
shall be attributable to Approved Projects with an (A) actual or
projected capacity factor of less than 10% in any three years and (B)
average capacity factor of less than 20% over all years, in each case
during the 25 year period commencing on the date of Provisional
Acceptance or date of acquisition of the Approved Project most recently
achieving Provisional Acceptance or acquired in accordance with the
terms of the Credit Agreement;

(iii) Borrower shall have delivered to Administrative Agent a
properly completed certificate, in form and substance reasonably
satisfactory to Administrative Agent, dated as of the applicable
release date and signed by a Responsible Officer of Borrower, pursuant
to which Borrower shall certify after taking into consideration the
proposed release, (a) to the then current Deemed Development Loan
Ratio, (b) to the then current Applicable Development Loan Ratio for
each Approved Project, (c) to the then current Blended Development Loan
Ratio for all Approved Projects, (d) to the then current Blended Ratio
for all Approved Projects and (e) to the then current Capped Commitment
Amount;

(iv) after giving effect to the proposed release and the
resultant Capped Commitment Amount, the Available Development Funds
are, in the reasonable judgment of the Technical Committee and the
Independent Engineer, equal to or exceed the remaining Project Costs
for all Approved Projects and Approved Turbines;

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(v) after giving effect to the proposed release, as of the
applicable date of release, (a) the Interest Coverage Ratio for the
period of four consecutive quarters (or such shorter period covering
the quarters ended subsequent to the initial Loan, taken as a
consecutive period) ending on such date is no less than 2.25 to 1.0,
(b) the minimum and average projected annual Interest Coverage Ratio
for all Approved Projects over the period commencing on the proposed
date of the release and ending on the scheduled Loan Maturity Date is
not less than 2.10 to 1.0 and 2.25 to 1.0, respectively and (c) the
minimum and average projected annual Deemed Debt Service Coverage Ratio
for all Approved Projects over the period commencing on January 1, 2006
and ending on December 31, 2030 is not less than 2.10 to 1.0 and 2.50
to 1.0, respectively (which ratios shall be calculated (i) on a pro
forma basis giving effect to the proposed release and (ii) based on the
price assumptions and other financial information contained in (at the
Borrower's option) either (A) the most recently delivered Power
Marketing Report (provided, that (1) such Power Marketing Report is
dated a date which is no more than nine months prior to the date of
such proposed release and (2) NRG Energy shall have certified to Banks,
pursuant to a duly completed and executed certificate in the form of
Exhibit S hereto, that, to the best knowledge of NRG Energy, there has
been no material and adverse development, event or change in respect of
any energy market into which any Portfolio Entity is or will be selling
power) or, (B) otherwise, an updated Power Marketing Report delivered
by Borrower to the Technical Committee prior to, and as a condition of,
any such proposed release;

(vi) Borrower prepays the Loans (with amounts other than
amounts in any Account or otherwise constituting Collateral) in an
amount equal to the greater of (a) the positive difference (if any)
between (i) the aggregate amount of Loans associated with or
attributable to the relevant Project Owner and its Approved Project or
Approved Turbine, as the case may be, minus (ii) the aggregate amount
of Contributions attributable to or associated with such Collateral
which have been applied to the prepayment of such Loans prior to the
date of any such proposed release, (b) with respect to any release that
is to be made in connection with the sale, transfer or other
disposition of such Collateral in accordance with Section 6.4.1(c), the
positive difference (if any) between (A) the cash proceeds received by
Borrower from such sale, transfer or other disposition (net of the
direct costs relating to such sale, lease, transfer or disposition
(including any taxes paid or payable as a result thereof)) minus (B)
the aggregate amount of Contributions attributable to or associated
with such Collateral which have been applied to the prepayment of Loans
associated with or attributable to the relevant Project Owner and its
Approved Project or Approved Turbine, as the case may be, prior to the
date of any such proposed release and (c) an amount equal to the
positive difference (if any) between the aggregate amount of Loans
outstanding minus the Capped Commitment Amount in effect after giving
effect to any such sale, transfer or other disposition;

(vii) such release could not reasonably be expected to have a
Borrower Material Adverse Effect (it being acknowledged and agreed that
a Borrower Material Adverse Effect shall not be deemed to exist solely
by reason of a change in (a) any minimum or average projected annual
Interest Coverage Ratio or Deemed Debt Service Coverage Ratio for any
Approved Project or all Approved Projects, (b) the geographic, fuel or
commercial diversification of the Approved Projects or (c) the

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Applicable Development Loan Ratio, the Applicable Working Capital
Ratio, the Blended Ratio, Blended Development Loan Ratio, the Blended
Working Capital Ratio, the Deemed Development Loan Ratio or the Capped
Commitment Amount, in each case as a result of any such release); and

(viii) Borrower shall have delivered to the Technical
Committee a certificate, in form and substance reasonably satisfactory
to the Technical Committee, stating that each of the conditions set
forth in this Section 6.4.2 have been satisfied and, after delivery of
such certificate and other supporting documents as Borrower and the
Technical Committee may agree to Banks, the Majority Banks have not
objected in writing to the accuracy of such certification by the
Determination Date.

(b) In the event Borrower is required to prepay any Working
Capital Loans pursuant to Section 2.1.8(c)(iii), Banks shall promptly release
the applicable Funded Working Capital Assets and consent to the transfer of such
Funded Working Capital Assets to NRG Energy or a designee thereof, and
Administrative Agent shall promptly execute and deliver to Borrower and the
relevant Project Owner such documents and instruments as may be reasonably
necessary to release such Funded Working Capital Assets from the Liens of the
Collateral Documents and to permit such transfers of ownership.

(c) Upon any release of the Approved Project or any Funded
Working Capital Asset (including the Approved Turbine) from the Lien of the
Collateral Documents related thereto as provided herein, the Approved Project or
such Funded Working Capital Asset shall cease to be an Approved Project or
Funded Working Capital Asset, as applicable, for purposes of this Agreement and
the other Credit Documents.

6.5 Changes; Subsidiaries.

6.5.1 Changes. Borrower shall not change the nature of its business or
expand its business beyond the business contemplated in the Operative Documents
(including purchasing gas with the intention of reselling such gas).

6.5.2 Subsidiaries. Borrower shall not create any new Subsidiary
unless:

(a) the creation of such new Subsidiary could not reasonably be
expected to have a Borrower Material Adverse Effect;

(b) such new Subsidiary is being created for the primary purpose
of owning, directly or indirectly, an Approved Project, an Approved Turbine or
an Acquisition Plant;

(c) Administrative Agent shall have received (i) copies of the
articles of incorporation, certificate of formation or certificate of
incorporation or charter or other state certified constituent documents of the
new Subsidiary, certified by the secretary of state of such new Subsidiary's
state of formation or incorporation, as the case may be, and (ii) copies of the
Bylaws or other comparable constituent documents of the new Subsidiary,
certified by its secretary or an assistant secretary (which Bylaws or other
constituent documents shall be in form and substance reasonably satisfactory to
Administrative Agent); and

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(d) if such new Subsidiary will not be a wholly-owned Subsidiary
of Borrower, the creation of such new Subsidiary complies with the Co-Project
Owner Requirements.

6.6 Distributions.

6.6.1 Subject to Sections 6.6.2, 6.6.3 and 6.6.4, Borrower shall not
directly or indirectly, make or declare any distribution (in cash, property or
obligation) on, repay any subordinated indebtedness or make any other payment on
account of, any interest in Borrower or any other Portfolio Entity (including
any transfers of any tax benefits) (a "Restricted Payment") unless:

(i) no Event of Default, Inchoate Default, Project Default or
Project Inchoate Default has occurred and is continuing and such Restricted
Payment will not result in an Event of Default, Inchoate Default, Project
Default or Project Inchoate Default;

(ii) with respect to the initial Restricted Payment for an
Approved Project, each of the conditions precedent set forth in Section 3.7
shall have been satisfied or waived in accordance with the terms thereof;

(iii) such Restricted Payment is made from the application of
proceeds at Waterfall Level 6 and Waterfall Level 7 in accordance with Section
2.2.3(b) of the Depositary Agreement;

(iv) no Borrower Material Adverse Effect has occurred and is
continuing, or could reasonably be expected to occur as a result of such
Restricted Payment;

(v) if it is reasonably expected that at least 50% of Borrower's
Projected Operating Revenues for the thirty-six month period commencing on the
date of the proposed Restricted Payment will be derived from sales by Borrower
and the other Portfolio Entities under Revenue Power Marketing Agreements, each
Historical Debt Service Coverage Ratio for the quarterly period ending on the
last day of each of the four quarters immediately preceding the date of the
proposed Restricted Payment and each Projected Debt Service Coverage Ratio for
the quarterly period ending on the last day of each of the eight quarters
immediately following such date is not less than 1.60 to 1.0;

(vi) in all other cases not covered by clause (v) above, each
Historical Debt Service Coverage Ratio for the quarterly period ending on the
last day of each of the four quarters immediately preceding the date of the
proposed Restricted Payment and each Projected Debt Service Coverage Ratio for
the quarterly period ending on the last day of each of the eight quarters
immediately following such date is not less than 1.70 to 1.0; and

(vii) the Borrower shall have delivered to Administrative Agent,
at least five Banking Days prior to the Restricted Payment Date, a certificate
(which certificate shall demonstrate in reasonable detail compliance with the
conditions set forth in clause (v) or (vi) above, as the case may be), dated as
of the date of the proposed Restricted Payment and duly executed by a
Responsible Officer of Borrower, certifying to the effect that each of the
foregoing conditions shall have been satisfied as at such date.

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6.6.2 Notwithstanding anything set forth in Section 6.6.1, so long as
no Event of Default shall have occurred and be continuing, (a) Borrower shall be
permitted to make Restricted Payments in accordance with Section 5.1.1 and (b)
Portfolio Entities (other than Borrower) shall be permitted to make Restricted
Payments to any other Portfolio Entity which is Borrower or a wholly-owned
Subsidiary of Borrower.

6.6.3 Notwithstanding anything herein to the contrary, Borrower shall
not, and shall not permit any of the other Portfolio Entities to, make any
Restricted Payment after the three-year anniversary of the Closing Date.

6.6.4 Notwithstanding anything set forth in Section 6.6, Borrower shall
not, and shall not permit any Portfolio Entity to, make any Restricted Payments
other than in accordance with the terms of (and on the dates provided in)
Section 2.2.3(b) of the Depositary Agreement and Section 6.6.2(b). 

6.7 Investments. Borrower shall not make any investments (whether by
purchase of stocks, bonds, notes or other securities, loan, extension of credit,
advance or otherwise), other than Permitted Investments and investments in other
Portfolio Entities which are a Subsidiary of Borrower.

6.8 Transactions With Affiliates. Except for (a) the Equity Documents and
the Project Documents approved by Administrative Agent and/or the Technical
Committee, as the case may be, pursuant to this Agreement and the transactions
permitted thereby, (b) arms-length transactions in the ordinary course of
business, (c) any employment, noncompetition or confidentiality agreement
entered into by Borrower with any of its respective employees, officers or
directors in the ordinary course of business, (d) transactions between or among
Borrower and any of the other Portfolio Entities (including transactions
contemplated by the Intercompany Loan Agreements) and (e) as otherwise expressly
permitted or contemplated by this Agreement and the other Credit Documents,
Borrower shall not directly or indirectly enter into any transaction or series
of transactions relating to an Acquisition, Approved Project or a Funded Working
Capital Asset with or for the benefit of an Affiliate without the prior written
approval of Administrative Agent. Notwithstanding the foregoing, in no event
shall (i) any Project Owner enter into any Project Document with respect to any
Approved Project other than the Approved Project owned by such Project Owner and
(ii) Borrower enter into any Project Document (other any Acquisition Documents
related to the acquisition by Borrower of a Person whose sole purpose is (and
whose assets and liabilities solely relate to) the ownership and maintenance of
an Acquisition Plant).

6.9 Margin Stock Regulations. Borrower shall not directly or indirectly
apply any part of the proceeds of any Loan or other revenues or the proceeds of
any Intercompany Loan Agreement to the "buying", "carrying" or "purchasing" of
any margin stock within the meaning of Regulations T, U or X of the Federal
Reserve Board, or any regulations, interpretations or rulings thereunder.

6.10 [Reserved].

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6.11 Partnerships, Etc. Borrower shall not (a) become a general or limited
partner in any partnership or a member in any limited liability company (except,
in the case of Borrower, with respect to other Portfolio Entities which are
Subsidiaries thereof) or (b) create and hold stock in any Subsidiary (except
with respect to other Portfolio Entities which are Subsidiaries thereof).

6.12 Dissolution. Borrower shall not liquidate or dissolve or sell or lease
or otherwise transfer or dispose of all or any substantial part of its property,
assets or business or combine, merge or consolidate with or into any other
Person, or change its legal form, or purchase or otherwise acquire all or
substantially all of the assets of any Person, except as otherwise expressly
permitted by the Credit Documents.

6.13 Suspension or Termination. Borrower shall not direct any Major Project
Participant to suspend or terminate the work being performed, or services being
provided, under any Major Project Document relating to an Approved Project or an
Approved Turbine without Administrative Agent's prior consent.

6.14 Accounts. Borrower shall not maintain, establish or use any bank,
deposit or securities accounts other than the Accounts.

6.15 Name and Location; Fiscal Year. Borrower shall not (a) change its name
without Administrative Agent's consent, (b) change the location of its principal
place of business or its federal employer identification number without notice
to Administrative Agent at least 30 days prior to such change, or (c) change its
fiscal year without Administrative Agent's consent.

6.16 Assignment. Neither Borrower nor any of the other Portfolio Entities
shall assign its rights hereunder or under any of the other Credit Documents,
except as expressly permitted under this Agreement and the other Credit
Documents.

6.17 Project Budget Amendments. Without the prior consent of Required
Banks, Borrower shall not, and shall not permit any Portfolio Entity to, amend,
allocate, re-allocate or modify any current Project Budget or Maintenance Budget
to increase the aggregate amount payable thereunder, unless such amendment,
allocation, re-allocation or modification is (a) a necessary conforming change
related to an amendment to a Project Document permitted by Section 5.13 of the
relevant Project Owner Guaranty and (b) concurrent and consistent with
Contributions made available to Borrower or the relevant Project Owner which
were not theretofore contemplated in such Project Budget or Maintenance Budget,
as the case may be (including liquidated damages being applied to obligations
hereunder and proceeds of insurance applied in accordance with the terms of this
Agreement and the Depositary Agreement); provided that the foregoing shall not
prevent Borrower from applying identified cost savings in a budget category
(after completing each of the items to which such category relates), as
confirmed by the Independent Engineer and the Technical Committee, to cost
overruns in another budget category (as confirmed by the Independent Engineer
and the Technical Committee) without increasing the aggregate amount payable
under such Project Budget or Maintenance Budget, as the case may be, provided,
however, that Borrower shall not apply identified cost savings in any budget
category to cost overruns in any budget category relating to management expenses
or development fees payable to any Person or any other fees and costs 

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payable to any Affiliate of NRG Energy; provided, further that Borrower or the
relevant Project Owner (i) shall be permitted to apply the Unrestricted
Contingency to other budget categories (exclusive of any category related to
management expenses or development fees payable to any Person or any other fees
and costs payable to any Affiliate of NRG) without the consent of the Technical
Committee, the Independent Engineer or any Bank and (ii) shall not be permitted
to apply the Restricted Contingency to other budget categories without the
consent of the Technical Committee (which consent shall not be unreasonably
withheld or delayed).

6.18 Loan Proceeds; Project Revenues. Borrower shall not use, pay,
transfer, distribute or dispose of any Loan proceeds in any manner or for any
purposes except as provided in Section 5.1.1 or of any Project Revenues in any
manner or for any purposes except as provided in Section 5.1.2 and the
Depositary Agreement.

6.19 Nature of Borrower. Borrower shall not own or lease any material
assets or liabilities (including any Approved Project, Approved Turbine or
Material Asset) other than (a) its equity interests in each Portfolio Entity and
(b) the Credit Documents and Acquisition Documents to which it is a party.

6.20 No Restrictions on Liens. Borrower shall not enter into any Project
Document (other than any Project Document which is in full force and effect as
of the Closing Date and a copy of which has been provided to the Lead Arranger
prior to the Closing Date) which restricts the granting of a security interest
in such Project Document by Borrower or such Portfolio Entity.

6.21 Intercompany Loan Agreements and Flow of Funds.

6.21.1 Borrower shall not, and shall not permit any Portfolio Entity
to, agree to any amendment, modification or termination of any Intercompany Loan
Agreement which could reasonably be expected to be adverse to the interests of
Banks without the prior written consent of Required Banks.

6.21.2 Borrower shall not apply, contribute or fund any amounts
(including amounts received in connection with any Loan or any Project Revenues)
to any Portfolio Entity which is not a Subsidiary thereof, unless such amounts
are loaned by Borrower to such Portfolio Entity pursuant to the terms of an
Intercompany Loan Agreement (Borrower).

6.21.3 Borrower shall not apply, contribute or fund any amounts
(including amounts received in connection with any Loan or Project Revenues) to
any Portfolio Entity which is a Subsidiary thereof, unless such amounts are
contributed to such Portfolio Entity in the form of cash equity.

ARTICLE 7.
EVENTS OF DEFAULT; REMEDIES

7.1 Events of Default. The occurrence of any of the following events shall
constitute an event of default ("Events of Default") hereunder:

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7.1.1 Failure to Make Payments. Borrower shall fail to pay, in
accordance with the terms of this Agreement, (a) any principal on any Loan on
the date that such sum is due, (b) any interest on any Loan or any scheduled
fee, cost, charge or sum due hereunder or under the other Credit Documents,
within three days after the date that such sum is due, or (c) any other fee,
cost, charge or other sum due under this Agreement within five days after
written notice that such sum is due and has not been paid.

7.1.2 Judgments. A final judgment or judgments shall be entered against
(i) NRG Energy in the amount of $50,000,000 or more individually or in the
aggregate, (ii) the Member or any Affiliate Pledgor in the amount of $1,000,000
or more individually or in the aggregate or (iii) Borrower in the amount of
$1,000,000 or more individually or in the aggregate (other than, in the case of
clauses (i), (ii) and (iii) above, (a) a judgment which is fully covered by
insurance or discharged within 60 days after its entry, or (b) a judgment, the
execution of which is effectively stayed within 60 days after its entry but only
for 60 days after the date on which such stay is terminated or expires), in the
case of clauses (i), (ii) and (iii) above, which if left unstayed could
reasonably be expected to have a Borrower Material Adverse Effect.

7.1.3 Misstatements; Omissions. Any representation or warranty made or
deemed made by Borrower, the Member, any Affiliate Pledgor or NRG Energy in this
Agreement, or in any other Credit Document to which it is a party or in any
certificate delivered by any such Person pursuant to this Agreement or any other
Credit Document shall prove to have been false or misleading in any material
respect as of the time made or deemed made; provided, that in respect of
unintentional misrepresentations which are capable of being remedied and are
made or deemed made after the Closing Date, such unintentional
misrepresentations shall not be deemed to be an Event of Default if such
representation is corrected as of a day within 30 days (or if such
misrepresentation could not reasonably be expected to have a Borrower Material
Adverse Effect, within 60 days) of the occurrence thereof.

7.1.4 Bankruptcy; Insolvency. NRG Energy, the Member, any Affiliate
Pledgor or Borrower shall become subject to a Bankruptcy Event.

7.1.5 Debt Cross Default. The Member, any Affiliate Pledgor, NRG
Energy, Borrower or any other NRG Energy Affiliate (except for any NRG Energy
Non-Recourse Entity or any Portfolio Entity other than Borrower) shall default
for a period beyond any applicable grace period (a) in the payment of any
principal, interest or other amount due under any agreement involving the
borrowing of money or the advance of credit and the outstanding amount or
amounts payable under all such agreements equals or exceeds $1,000,000 in the
aggregate (or, in the case of NRG Energy only, $50,000,000 in the aggregate), or
(b) in the payment of any amount or performance of any obligation due under any
guarantee or other agreement if in either case of this clause (b), pursuant to
such default, the holder of the obligation concerned has the right to accelerate
the maturity of an indebtedness evidenced thereby which equals or exceeds
$1,000,000 (or, in the case of NRG Energy only, $50,000,000 in the aggregate).

7.1.6 ERISA. If any Portfolio Entity or any member of the Controlled
Group should establish, maintain, contribute to or become obligated to
contribute to any ERISA Plan and (a) a reportable event (under Section 4043(b)
or (c) of ERISA for which notice to the PBGC 

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is not waived) shall have occurred with respect to any ERISA Plan and, within 30
days after the reporting of such reportable event to Administrative Agent by
Borrower (or Administrative Agent otherwise obtaining knowledge of such event)
and the furnishing of such information as Administrative Agent may reasonably
request with respect thereto, Administrative Agent shall have notified Borrower
in writing that (i) Administrative Agent has made a determination that, on the
basis of such reportable event, there are reasonable grounds for the termination
of such ERISA Plan by the PBGC or for the appointment by the appropriate United
States District Court of a trustee to administer such ERISA Plan and (ii) as a
result thereof, an Event of Default exists hereunder; or (b) a trustee shall be
appointed by a United States District Court to administer any ERISA Plan; or (c)
the PBGC shall institute proceedings to terminate any ERISA Plan; or (d) a
complete or partial withdrawal by any Portfolio Entity or any member of the
Controlled Group from any Multiemployer Plan shall have occurred, or any
Multiemployer Plan shall enter reorganization status, become insolvent, or
terminate (or notify Borrower or any member of the Controlled Group of its
intent to terminate) under Section 4041A of ERISA and, within 30 days after the
reporting of any such occurrence to Administrative Agent by Borrower (or
Administrative Agent otherwise obtaining knowledge of such event) and the
furnishing of such information as Administrative Agent may reasonably request
with respect thereto, Administrative Agent shall have notified Borrower in
writing that Administrative Agent has made a determination that, on the basis of
such occurrence, an Event of Default exists hereunder; provided that any of the
events described in this Section 7.1.6 could reasonably be expected to have a
Borrower Material Adverse Effect.

7.1.7 Breach of Terms of Agreement.

(a) Borrower shall fail to perform or observe any of the
covenants set forth in Section 5.1, 5.8 or 5.13.

(b) Borrower shall fail to perform or observe any of the
covenants set forth in Article 6 (other than Section 6.2, 6.7, 6.8, 6.13, 6.14,
6.15 or 6.20) and, with respect to any failure to perform or observe any of the
covenants set forth in Section 6.2, 6.7, 6.8, 6.13, 6.14, 6.15 or 6.20, such
failure shall continue unremedied for a period of 30 days after Borrower becomes
aware thereof or receives written notice thereof from Administrative Agent.

(c) The Member, NRG Energy, any Affiliate Pledgor or Borrower
shall fail to perform or observe any of the covenants set forth hereunder or any
other Credit Document not otherwise specifically provided for in Section
7.1.7(a) or (b) or elsewhere in this Article 7 and such failure shall continue
unremedied for a period of 30 days after Borrower becomes aware thereof or
receives written notice thereof from Administrative Agent; provided, however, if
(i) such failure cannot be cured within such 30 day period, (ii) such failure is
susceptible of cure within 90 days, (iii) the Member, any Affiliate Pledgor, NRG
Energy or Borrower, as the case may be, is proceeding with diligence and in good
faith to cure such failure, (iv) the existence of such failure has not had and
cannot after considering the nature of the cure be reasonably expected to have a
Borrower Material Adverse Effect and (v) Administrative Agent shall have
received an officer's certificate signed by a Responsible Officer of the
relevant Person to the effect of clauses (i), (ii), (iii) and (iv) above and
stating what action the relevant Person is taking to cure such failure, then
such 30 day cure period shall be extended to such date,

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not to exceed a total of 90 days, as shall be necessary for such Person
diligently to cure such failure.

(d) NRG Energy shall fail to perform or observe any agreement set
forth in Article 2 of the NRG Energy Equity Undertaking, or NRG Energy shall
fail to perform or observe any other agreement or covenant set forth in the NRG
Energy Equity Undertaking and such failure shall continue unremedied for a
period of 30 days after NRG Energy or Borrower becomes aware thereof or receives
written notice thereof from Administrative Agent.

7.1.8 Loss of Exemption. NRG Energy, the Member, any Affiliate Pledgor
or Borrower shall lose its exemption from regulation under PUHCA.

7.1.9 Security. Any of the Collateral Documents, once executed and
delivered, shall (except as the result of the acts or omissions of
Administrative Agent or any other Secured Party), fail to provide Administrative
Agent, for the benefit of Secured Parties, the Liens, first priority security
interest, rights, titles, interest, remedies permitted by law, powers or
privileges intended to be created thereby or cease to be in full force and
effect with respect to the Collateral, or the first priority or validity thereof
or the applicability thereof to the Loans, the Notes (if any) or any other
obligations purported to be secured or guaranteed thereby or any part thereof
shall be disaffirmed by or on behalf of NRG Energy, the Member, any Affiliate
Pledgor, any Co-Project Owner or any Portfolio Entity. 

7.1.10 Change of Control. (a) NRG Energy shall fail to indirectly own
more than 50% of the equity and voting interests in Borrower, (b) NRG Energy
shall fail to indirectly own more than 50% of the equity and voting interests in
the Member, (c) the Member shall fail to directly own 100% of the membership
interests in the Borrower, (d) except as contemplated by Sections 3.2 or 3.5 and
5.16 and 6.5.2, NRG Energy shall fail to directly or indirectly own 100% of the
ownership interests in each of the Portfolio Entities (other than Borrower), (e)
except as contemplated by Sections 3.2 or 3.5 and 5.16 and 6.5.2, Borrower shall
fail to directly or indirectly own 100% of the ownership interests in each of
the Portfolio Entities which is a Subsidiary thereof, (f) except as contemplated
by Sections 3.2 or 3.5 and 5.16 and 6.5.2, any Affiliate Pledgor shall fail to
directly or indirectly own 100% of the ownership interests in any Portfolio
Entity which is a Subsidiary thereof and, (g) except as contemplated by Sections
3.2 or 3.5 and 5.16 and 6.5.2, the applicable NRG Co-Project Owner shall fail to
directly own more than 50% of the ownership interests in the applicable Project
Owner which is not Borrower or a wholly-owned Subsidiary of NRG Energy.

7.1.11 Project Default. A Project Default has occurred, is continuing
and could reasonably be expected to have a Borrower Material Adverse Effect.

7.1.12 Unenforceability of Credit Documents. At any time after the
execution and delivery thereof, any material provision of any Credit Document
shall cease to be in full force and effect (other than by reason of a release of
Collateral thereunder in accordance with the terms hereof or thereof, the
satisfaction in full of the Obligations or any other termination of a Credit
Document in accordance with the terms hereof or thereof) or any Credit Document
shall be declared null and void by a Governmental Authority of competent
jurisdiction; provided, 

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however, that Borrower and Administrative Agent shall meet and confer in good
faith for a period of up to 90 days to replace such provision or such Credit
Document.

7.2 Remedies. Upon the occurrence and during the continuation of an Event
of Default, Administrative Agent and Banks may, at the election of the Majority
Banks, without further notice of default, presentment or demand for payment,
protest or notice of non-payment or dishonor, or other notices or demands of any
kind, all such notices and demands being waived, exercise any or all of the
following rights and remedies, in any combination or order that the Majority
Banks may elect, in addition to such other rights or remedies as Banks may have
hereunder, under the Collateral Documents or at law or in equity:

7.2.1 No Further Loans. Cancel all Commitments, refuse, and
Administrative Agent and Banks shall not be obligated, to (i) continue any
Loans, (ii) make any additional Loans or (iii) make any payments, or permit the
making of payments, from any Account or any proceeds or other funds held by
Administrative Agent under the Credit Documents or on behalf of any Portfolio
Entity; provided that in the event of an Event of Default occurring under
Section 7.1.4, all such Commitments shall be cancelled and terminated without
further act of Administrative Agent or any Bank.

7.2.2 Prepayment of Loans. Cause the Loans to be prepaid as set forth
in Section 2.4.5.

7.2.3 Cure by Administrative Agent. Without any obligation to do so,
make disbursements or Loans to or on behalf of Borrower to cure any Event of
Default hereunder and to cure any default and render any performance under any
Project Documents as the Majority Banks in their sole discretion may consider
necessary or appropriate, whether to preserve and protect the Collateral or
Secured Parties' interests therein or for any other reason, and all sums so
expended, together with interest on such total amount at the Default Rate (but
in no event shall the rate exceed the maximum lawful rate), shall be repaid by
Borrower to Administrative Agent on demand and shall be secured by the Credit
Documents, notwithstanding that such expenditures may, together with amounts
advanced under this Agreement, exceed the aggregate amount of the then Current
Available Development Loan Commitment and the then current Available Working
Capital Commitment.

7.2.4 Acceleration. Declare and make all sums of accrued and
outstanding principal and accrued but unpaid interest remaining under this
Agreement together with all unpaid fees, costs (including Liquidation Costs and
charges due hereunder or under any other Credit Document), immediately due and
payable and require Borrower immediately, without presentment, demand, protest
or other notice of any kind, all of which Borrower hereby expressly waives,
provided that in the event of an Event of Default occurring under Section 7.1.4
with respect to Borrower, all such amounts shall become immediately due and
payable without further act of Administrative Agent or Banks.

7.2.5 Cash Collateral. Apply or execute upon any amounts on deposit in
any Account or any Proceeds or any other monies of Borrower on deposit with
Administrative Agent or any other Secured Party in the manner provided in the
Uniform Commercial Code and other relevant statutes and decisions and
interpretations thereunder with respect to cash collateral.

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7.2.6 Possession of Approved Projects and Assets. Enter into possession
of any Approved Project, Funded Working Capital Assets and perform any and all
work and labor necessary to complete such Approved Project, Funded Working
Capital Asset substantially according to the Plans and Specifications or to
operate and maintain such Approved Project or Funded Working Capital Assets, as
the case may be, and all sums expended by Administrative Agent in so doing,
together with interest on such total amount at the Default Rate, shall be repaid
by Borrower to Administrative Agent upon demand and shall be secured by the
Credit Documents to the extent provided herein, notwithstanding that such
expenditures may, together with amounts advanced under this Agreement, exceed
the aggregate amount of the Total Loan Commitment and the then current Available
Working Capital Commitment.

7.2.7 Remedies Under Credit Documents. Exercise any and all rights and
remedies available to it under any of the Credit Documents, including judicial
or non-judicial foreclosure or public or private sale of any of the Collateral
pursuant to the Collateral Documents.

ARTICLE 8.
SCOPE OF LIABILITY

Except as set forth in this Article 8, notwithstanding anything in the
Credit Agreement or the other Credit Documents to the contrary, Secured Parties
shall have no claims with respect to the transactions contemplated by the
Operative Documents against the Member, any Affiliate Pledgor, NRG Energy or any
of their respective Affiliates (other than the Portfolio Entities),
shareholders, officers, directors or employees (collectively the "Nonrecourse
Persons"); provided that the foregoing provision of this Article 8 shall not (a)
constitute a waiver, release or discharge of any of the indebtedness, or of any
of the terms, covenants, conditions, or provisions of this Agreement, any other
Collateral Document or Credit Document and the same shall continue (but without
personal liability to any Nonrecourse Person except as provided herein and
therein) until fully paid, discharged, observed, or performed, (b) limit or
restrict the right of Administrative Agent and/or any Secured Party (or any
assignee, beneficiary or successor to any of them) to name the Portfolio
Entities or any other Person as a defendant in any action or suit for a judicial
foreclosure or for the exercise of any other remedy under or with respect to
this Agreement or any other Collateral Document or Credit Document, or for
injunction or specific performance, so long as no judgment in the nature of a
deficiency judgment shall be enforced against any Nonrecourse Person, except as
set forth in this Article 8, (c) limit or restrict any right or remedy of
Administrative Agent and/or any Secured Party (or any assignee or beneficiary
thereof or successor thereto) with respect to, and each of the Nonrecourse
Persons shall remain fully liable to the extent that it would otherwise be
liable for its own actions with respect to, any fraud (which shall not include
innocent or negligent misrepresentation), willful misrepresentation, or
misappropriation of Project Revenues, Proceeds or any other earnings, revenues,
rents, issues, profits or proceeds from or of the Collateral that should or
would have been paid as provided herein or paid or delivered to Administrative
Agent or any Secured Party (or any assignee or beneficiary thereof or successor
thereto) towards any payment required under this Agreement or any other Credit
Document, (d) affect or diminish or constitute a waiver, release or discharge of
any specific written obligation, covenant, or agreement made by any of the
Nonrecourse Persons or any security granted by the Nonrecourse Persons in
support of the obligations of such Persons under any Collateral Document or
Equity Document or as 

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security for the obligations of the Portfolio Entities, and (e) limit the
liability of (i) any Person who is a party to any Project Document and has
issued any certificate or other statement in connection therewith with respect
to such liability as may arise by reason of the terms and conditions of such
Project Document (but subject to any limitation of liability in such Project
Document), certificate or statement, (ii) any Person rendering a legal opinion
pursuant to this Agreement or (iii) NRG Energy under the NRG Energy Equity
Undertaking, in each case under this clause (e) relating solely to such
liability of such Person as may arise under such referenced agreement,
instrument or opinion. The limitations on recourse set forth in this Article 8
shall survive the termination of this Agreement, the termination of all
Commitments, and the full payment and performance of the Obligations hereunder
and under the other Operative Documents.

ARTICLE 9.
ADMINISTRATIVE AGENT; SUBSTITUTION; TECHNICAL COMMITTEE

9.1 Appointment, Powers and Immunities.

9.1.1 Each Bank hereby appoints and authorizes Administrative Agent to
act as its agent hereunder and under the other Credit Documents with such powers
as are expressly delegated to Administrative Agent by the terms of this
Agreement and the other Credit Documents, together with such other powers as are
reasonably incidental thereto. Administrative Agent shall not have any duties or
responsibilities except those expressly set forth in this Agreement or in any
other Credit Document, or be a trustee or a fiduciary for any Bank.
Notwithstanding anything to the contrary contained herein Administrative Agent
shall not be required to take any action which is contrary to this Agreement or
any other Credit Documents or any Legal Requirement or exposes Administrative
Agent to any liability. Each of Administrative Agent, Banks and any of their
respective Affiliates shall not be responsible to any other Bank for any
recitals, statements, representations or warranties made by NRG Energy, the
Member, any Affiliate Pledgor, any Portfolio Entity or its Affiliates contained
in the Credit Documents or in any certificate or other document referred to or
provided for in, or received by Administrative Agent, or any Bank under the
Credit Documents, for the value, validity, effectiveness, genuineness,
enforceability or sufficiency of the Credit Documents, the Notes or any other
document referred to or provided for herein or for any failure by NRG Energy,
the Member, any Affiliate Pledgor, any Portfolio Entity or its Affiliates to
perform their respective obligations hereunder or thereunder. Administrative
Agent may employ agents and attorneys-in-fact and shall not be responsible for
the negligence or misconduct of any such agents or attorneys-in-fact selected by
it with reasonable care.

9.1.2 Administrative Agent and its respective directors, officers,
employees or agents shall not be responsible for any action taken or omitted to
be taken by it or them hereunder or under any other Credit Document or in
connection herewith or therewith, except for its or their own gross negligence
or willful misconduct. Without limiting the generality of the foregoing,
Administrative Agent (a) may treat the payee of any Note as the holder thereof
until Administrative Agent receives written notice of the assignment or transfer
thereof signed by such payee and in form satisfactory to Administrative Agent;
(b) may consult with legal counsel, independent public accountants and other
experts selected by it and shall not be liable for any action taken or omitted
to be taken in good faith by them in accordance with the advice of such 

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counsel, accountants or experts; (c) makes no warranty or representation to any
Bank for any statements, warranties or representations made in or in connection
with any Operative Document; (d) shall not have any duty to ascertain or to
inquire as to the performance or observance of any of the terms, covenants or
conditions of any Operative Document on the part of any party thereto or to
inspect the property (including the books and records) of any Portfolio Entity
or any other Person; and (e) shall not be responsible to any Bank for the due
execution, legality, validity, enforceability, genuineness, sufficiency or value
of any Operative Document or any other instrument or document furnished pursuant
hereto. Except as otherwise provided under this Agreement, Administrative Agent
shall take such action with respect to the Credit Documents as shall be directed
by the Required Banks.

9.2 Reliance by Administrative Agent. Administrative Agent shall be
entitled to rely upon any certificate, notice or other document (including any
cable, telegram, telecopy or telex) believed by it to be genuine and correct and
to have been signed or sent by or on behalf of the proper Person or Persons, and
upon advice and statements of legal counsel, independent accountants and other
experts selected by Administrative Agent. As to any other matters not expressly
provided for by this Agreement, Administrative Agent shall not be required to
take any action or exercise any discretion, but shall be required to act or to
refrain from acting upon instructions of the Required Banks or, where expressly
provided, the Majority Banks (except that Administrative Agent shall not be
required to take any action which exposes Administrative Agent to personal
liability or which is contrary to this Agreement, any other Credit Document or
any Legal Requirement) and shall in all cases be fully protected in acting, or
in refraining from acting, hereunder or under any other Credit Document in
accordance with the instructions of the Required Banks (or, where so expressly
stated, the Majority Banks), and such instructions of the Required Banks (or
Majority Banks, where applicable) and any action taken or failure to act
pursuant thereto shall be binding on all of Banks.

9.3 Non-Reliance. Each Bank represents that it has, independently and
without reliance on Administrative Agent or any other Bank, and based on such
documents and information as it has deemed appropriate, made its own appraisal
of the financial condition and affairs of the Portfolio Entities and decision to
enter into this Agreement and agrees that it will, independently and without
reliance upon Administrative Agent, or any other Bank, and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own appraisals and decisions in taking or not taking action under this
Agreement. Each of Administrative Agent and any Bank shall not be required to
keep informed as to the performance or observance by NRG Energy, the Member, any
Affiliate Pledgor, any Portfolio Entity or its Affiliates under this Agreement
or any other document referred to or provided for herein or to make inquiry of,
or to inspect the properties or books of NRG Energy, the Member, any Affiliate
Pledgor, any Portfolio Entity or its Affiliates.

9.4 Defaults. Administrative Agent shall not be deemed to have knowledge or
notice of the occurrence of any Inchoate Default, Event of Default, Project
Default or Project Inchoate Default unless Administrative Agent has received a
notice from a Bank or Borrower, referring to this Agreement, describing such
Inchoate Default, Event of Default, Project Default or Project Inchoate Default
and indicating that such notice is a notice of default. If Administrative Agent
receives such a notice of the occurrence of an Inchoate Default, Event of
Default, Project Default or Project Inchoate Default Administrative Agent shall
give notice thereof to Banks and 

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Borrower. Administrative Agent shall take such action with respect to any
Inchoate Default or Event of Default as is provided in Article 7 or if not
provided for in Article 7, as Administrative Agent shall be reasonably directed
by the Required Banks; provided, however, unless and until Administrative Agent
shall have received such directions, Administrative Agent may (but shall not be
obligated to) take such action, or refrain from taking such action, with respect
to such Inchoate Default or Event of Default as it shall deem advisable in the
best interest of Banks.

9.5 Indemnification. Without limiting any Obligation of any of Portfolio
Entity hereunder, each Bank agrees to indemnify Administrative Agent and its
officers, directors, shareholders, controlling Persons, employees, agents and
servants, ratably in accordance with their Proportionate Shares for any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind or nature whatsoever which may at
any time be imposed on, incurred by or asserted against Administrative Agent or
any such Person in any way relating to or arising out of this Agreement or any
documents contemplated by or referred to herein or therein or the transactions
contemplated hereby or thereby or the enforcement of any of the terms hereof or
thereof or of any such other documents (to the extent Borrower has not paid any
such amounts pursuant to Section 5.10); provided, however, that no Bank shall be
liable for any of the foregoing to the extent they arise from Administrative
Agent's or any such Person's gross negligence or willful misconduct.
Administrative Agent of any such Person shall be fully justified in refusing to
take or to continue to take any action hereunder unless it shall first be
indemnified to its satisfaction by Banks against any and all liability and
expense which may be incurred by it by reason of taking or continuing to take
any such action. Without limitation of the foregoing, each Bank agrees to
reimburse Administrative Agent and any such Person promptly upon demand for its
ratable share of any out-of-pocket expenses (including counsel fees) incurred by
Administrative Agent or any such Person in connection with the preparation,
execution, administration or enforcement of, or legal advice in respect of
rights or responsibilities under, the Operative Documents, to the extent that
Administrative Agent or any such Person is not reimbursed for such expenses by
Borrower.

9.6 Successor Administrative Agent. Administrative Agent acknowledges that
its current intention is to remain Administrative Agent hereunder. Nevertheless,
Administrative Agent may resign at any time by giving 15 days' written notice
thereof to Banks and Borrower. Administrative Agent may be removed involuntarily
only for a material breach of its duties and obligations hereunder or under the
other Credit Documents or for gross negligence or willful misconduct in
connection with the performance of its duties hereunder or under the other
Credit Documents and then only upon the affirmative vote of the Required Banks
(excluding Administrative Agent from such vote and Administrative Agent's
Proportionate Share of the Commitment from the amounts used to determine the
portion of the Commitment necessary to constitute the required Proportionate
Share of the remaining Banks). Upon any such resignation or removal, the
Required Banks shall have the right, with the consent of Borrower (such consent
not to be unreasonably withheld or delayed) to appoint a successor
Administrative Agent. If no successor Administrative Agent shall have been so
appointed by the Required Banks, and shall have accepted such appointment,
within 30 days after the retiring Administrative Agent's giving of notice of
resignation or Banks' removal of the retiring Administrative Agent, the retiring
Administrative Agent may, on behalf of Banks, with the consent of Borrower (such
consent not to be unreasonably withheld or delayed), appoint a successor
Administrative Agent, which shall be a Bank, if any Bank shall be willing to
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having a combined capital and surplus of at least $500,000,000. Upon the
acceptance of any appointment as Administrative Agent under the Operative
Documents by a successor Administrative Agent, such successor Administrative
Agent shall thereupon succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Administrative Agent, and the retiring
Administrative Agent shall be discharged from its duties and obligations as
Administrative Agent only under the Credit Documents. After any retiring
Administrative Agent's resignation or removal hereunder as Administrative Agent,
the provisions of this Article 9 shall inure to its benefit as to any actions
taken or omitted to be taken by it while it was Administrative Agent under the
Operative Documents.

9.7 Authorization. Administrative Agent is hereby authorized by Banks to
execute, deliver and perform each of the Credit Documents to which
Administrative Agent is or is intended to be a party and each Bank agrees to be
bound by all of the agreements of Administrative Agent contained in the Credit
Documents. Administrative Agent is further authorized by Secured Parties to
release liens on property that the Portfolio Entities permitted to sell or
transfer pursuant to the terms of this Agreement, the other Credit Documents or
the Operative Documents, and to enter into agreements supplemental hereto for
the purpose of curing any formal defect, inconsistency, omission or ambiguity in
this Agreement or any Credit Document to which it is a party.

9.8 Administrative Agent, Technical Committee and Other Agents. With
respect to its Commitment, the Loans made by it and any Note issued to it, each
of the financial institutions acting as Administrative Agent or as members of
the Technical Committee shall have the same rights and powers under the
Operative Documents as any other Bank and may exercise the same as though it
were not Administrative Agent or a member of the Technical Committee, as the
case may be. The term "Bank" or "Banks" shall, unless otherwise expressly
indicated, include members of the Technical Committee, in their individual
capacity. The financial institutions acting as Administrative Agent and members
of the Technical Committee and their Affiliates may accept deposits from, lend
money to, act as trustee under indentures of, and generally engage in any kind
of business with Borrower or any other Person, without any duty to account
therefor to Banks. The parties acknowledge and agree that, except as expressly
set forth herein, the Documentation Agent, the Arrangers and each other agent
and arranger listed on the signature pages hereto (other than Administrative
Agent) shall not, in such capacities (but not in their capacities as Banks),
have any rights, responsibilities, duties, obligations (including any fiduciary
obligations) or liability hereunder.

9.9 Amendments; Waivers.

(a) Subject to the provisions of this Section 9.9, unless
otherwise specified in this Agreement or another Credit Document, the Required
Banks (or Administrative Agent with the consent in writing of the Required
Banks) and Borrower may enter into agreements, waivers or supplements hereto for
the purpose of adding, modifying or waiving any provisions to the Credit
Documents or changing in any manner the rights of Banks or Borrower hereunder or
waiving any Inchoate Default or Event of Default; provided, however, that no
such supplement, waiver or agreement shall, without the consent of all of Banks:

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(i) Modify Section 2.1.1(d), 2.1.2(d), 2.5, 2.6, 2.7, 2.8,
3.1, 5.1, 6.18, 7.1.9, 9.1, 9.13, 9.14 or 9.17 hereof, or Sections 2.1,
2.2, 2.3, 2.4 and Article VI of each Project Owner Guaranty;

(ii) Increase the amount of the Commitment of any Bank
hereunder; or

(iii) Reduce the percentage specified in the definition of
"Required Banks" or "Majority Banks"; or

(iv) Permit Borrower or any Portfolio Entity to assign its
rights under this Agreement, or permit a transfer of ownership of a
Portfolio Entity, except as expressly contemplated by Section 7.1.10,
or

(v) Amend this Section 9.9; or

(vi) Release any Collateral from the Lien of any of the
Collateral Documents, except as permitted in Section 6.4.2 and Section
5.4.2 of the applicable Project Owner Guaranty, or allow release of any
funds from any Account otherwise than in accordance with the terms
hereof; or

(vii) Extend the maturity of any Loan or any of the Notes or
reduce the principal amount thereof, or reduce the rate or change the
time of payment of interest due on any Loan or any Notes; or

(viii) Extend the scheduled Loan Maturity Date; or

(ix) Reduce the amount or extend the payment date for any
amount due under Article 2, whether principal, interest, fees or other
amounts; or

(x) Reduce or change the time of payment of any fee due or
payable to any Bank; or

(xi) Terminate any Project Owner Guarantee or the NRG Energy
Equity Undertaking, or allow a release of any material obligation of
NRG Energy or any Project Owner thereunder, in each case except in
accordance with its terms; or

(xii) Increase the maximum duration of Interest Periods
permitted hereunder; or

(xiii) Subordinate the Loans to any other Indebtedness.

(b) Without limiting anything contained in clause (a) above, (i)
no amendment, modification, termination or waiver of any provision of any Note
(other than by way of amending a document referred to therein) shall be
effective without the written concurrence of the Bank which is the holder of
that Note, and (ii) no amendment, modification, termination or waiver of any
provision of Article 9 or any other provision of this Agreement which, by its
terms, expressly requires the approval or concurrence or is expressly for the
benefit of 

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Administrative Agent shall be effective without the written concurrence of
Administrative Agent.

(c) Any proposed action to be taken by the Required Banks under
the Credit Documents, including supplemental agreements with Borrower adding,
modifying or waiving any provisions to the Credit Documents or changing in any
manner the rights of Banks or Borrower hereunder or waiving any Inchoate Default
or Event of Default under this Section 9.9, shall be deemed so taken by the
Required Banks unless, after Banks have received from Administrative Agent
and/or Borrower notice of such proposed action together with all other
documentation and other information reasonably necessary for Banks'
consideration of such proposed action, Banks having Proportionate Shares
exceeding 40% at the time of such notice notify Administrative Agent of such
Banks' disapproval of such proposed action by the Determination Date.

9.10 Withholding Tax.

9.10.1 Administrative Agent may withhold from any interest payment to
any Bank an amount equivalent to any applicable withholding tax. If the forms or
other documentation required by Section 2.4 are not delivered to Administrative
Agent, then Administrative Agent may withhold from any interest payment to any
Bank not providing such forms or other documentation, an amount equivalent to
the applicable withholding tax.

9.10.2 If the Internal Revenue Service or any authority of the United
States or other jurisdiction asserts a claim that Administrative Agent did not
properly withhold tax from amounts paid to or for the account of any Bank
(because the appropriate form was not delivered, was not properly executed, or
because such Bank failed to notify Administrative Agent of a change in
circumstances which rendered the exemption from, or reduction of, withholding
tax ineffective, or for any other reason) such Bank shall indemnify
Administrative Agent fully for all amounts paid, directly or indirectly, by
Administrative Agent as tax or otherwise, including penalties and interest,
together with all expenses incurred, including legal expenses, allocated staff
costs, and any out of pocket expenses.

9.10.3 If any Bank sells, assigns, grants participation in, or
otherwise transfers its rights under this Agreement, the purchaser, assignee,
participant or transferee, as applicable, shall comply and be bound by the terms
of Sections 2.4.7, 9.10.1 and 9.10.2 as though it were such Bank.

9.11 General Provisions as to Payments. Administrative Agent shall promptly
distribute to each Bank, subject to the terms of the assignment and assumption
agreement between Administrative Agent and such Bank, its pro rata share of each
payment of principal and interest payable to Banks on the Loans and of fees
hereunder received by Administrative Agent for the account of Banks and of any
other amounts owing under the Loans. The payments made for the account of each
Bank shall be made, and distributed to it, for the account of its domestic or
foreign lending office, as each Bank may designate in writing to Administrative
Agent. Banks shall have the right to alter designated lending offices upon five
Banking Days prior written notice to Administrative Agent and Borrower.

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9.12 Substitution of Bank. Should any Bank fail to make a Loan in violation
of its obligations under this Agreement (a "Non-Advancing Bank"), Administrative
Agent shall (a) in its sole discretion fund the Loan on behalf of the
Non-Advancing Bank or (b) cooperate with Borrower or any other Bank to find
another Person that shall be acceptable to Administrative Agent and that shall
be willing to assume the Non-Advancing Bank's obligations under this Agreement
(including the obligation to make the Loan which the Non-Advancing Bank failed
to make but without assuming any liability for damages for failing to have made
such Loan or any previously required Loan). Subject to the provisions of the
next following sentence, such Person shall be substituted for the Non-Advancing
Bank hereunder upon execution and delivery to Administrative Agent of an
agreement acceptable to Administrative Agent by such Person assuming the
Non-Advancing Bank's obligations under this Agreement, and all interest and fees
which would otherwise have been payable to the Non-Advancing Bank shall
thereafter be payable to such Person. Nothing in (and no action taken pursuant
to) this Section 9.12 shall relieve the Non-Advancing Bank from any liability it
might have to Borrower or to the other Banks as a result of its failure to make
any Loan or (b) limit any of the provisions set forth in Section 2.1.6.

9.13 Participation.

9.13.1 Nothing herein provided shall prevent any Bank from selling a
participation in one or more of its Commitments (and Loans made thereunder);
provided that (a) no such sale of a participation shall alter such Bank's or
Borrower's obligations hereunder, (b) any agreement pursuant to which any Bank
may grant a participation in its rights with respect to its Commitment shall
provide that, with respect to such Commitment, subject to the following proviso,
such Bank shall retain the sole right and responsibility to exercise the rights
of such Bank, and enforce the obligations of Borrower relating to such
Commitment, including the right to approve any amendment, modification or waiver
of any provision of this Agreement or any other Credit Document and the right to
take action to have the Obligations (or any portion thereof) of Portfolio
Entities declared due and payable pursuant to Article 7; provided, however, that
such agreement may provide that the participant may have rights to approve or
disapprove decreases in Commitments, interest rates or fees, lengthening of
maturity of any Loans, extend the payment date for any amount due under Article
2 hereof or release of any material Collateral. No recipient of a participation
in any Commitment or Loans of any Bank shall have any rights under this
Agreement or shall be entitled to any reimbursement for Taxes, Other Taxes
increased costs or reserve requirements under Section 2.4 or 2.6 or any other
indemnity or payment rights against Borrower (but shall be permitted to receive
from Bank granting such participation a proportionate amount which would have
been payable to Bank from whom such Person acquired its participation).

9.13.2 Notwithstanding anything to the contrary contained herein, any
Bank (a "Granting Bank") may grant to a special purpose funding vehicle (a
"SPC"), identified as such in writing from time to time by the Granting Bank to
Administrative Agent and Borrower, the option to provide to Borrower all or any
part of any Loan that such Granting Bank would otherwise be obligated to make to
Borrower pursuant to this Agreement; provided that (i) nothing herein shall
constitute a commitment by any SPC to make any Loan, (ii) if an SPC elects not
to exercise such option or otherwise fails to provide all or any part of such
Loan, the Granting Bank shall be obligated to make such Loan pursuant to the
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of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Bank
to the same extent, and as if, such Loan were made by such Granting Bank. Each
party hereto hereby agrees that no SPC shall be liable for any indemnity or
similar payment obligation under this Agreement (all liability for which shall
remain with the Granting Bank). In furtherance of the foregoing, each party
hereto hereby agrees (which agreement shall survive the termination of this
Agreement) that, prior to the date that is one year and one day after the
payment in full of all outstanding commercial paper or other senior indebtedness
of any SPC, it will not institute against, or join any other Person in
instituting against, such SPC any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings under the laws of the United States or any
state thereof. In addition, notwithstanding anything to the contrary contained
in this Section 9.13, any SPC may (i) with notice to, but without the prior
written consent of, Borrower and Administrative Agent and without paying any
processing fee therefor, assign all or a portion of its interests in any Loans
to the Granting Bank or to any financial institutions (consented to by Borrower
and Administrative Agent) providing liquidity and/or credit support to or for
the account of such SPC to support the funding or maintenance of Loans and (ii)
disclose on a confidential basis any non-public information relating to its
Loans to any rating agency, commercial paper dealer or provider of any surety,
guarantee or credit or liquidity enhancement to such SPC. This section may not
be amended without the written consent of the SPC.

9.14 Transfer of Commitment. Notwithstanding anything else herein to the
contrary, any Bank, after receiving (a) Borrower's prior written consent as to
the identity of the assignee (which consent shall not be unreasonably withheld
or delayed or, so long as an Event of Default has occurred and is continuing,
required) and (b) Administrative Agent's prior written consent (which consent
shall not be unreasonably withheld or delayed) may from time to time, at its
option, sell, assign, transfer, negotiate or otherwise dispose of a portion of
one or more of its Commitments (and Loans made thereunder) (including Bank's
interest in this Agreement and the other Credit Documents) to any bank or other
lending institution which in such assigning Bank's judgment is reasonably
capable of performing the obligations of a Bank hereunder and reasonably
experienced in project financing; provided, however, that no Bank (including any
assignee of any Bank) may assign any portion of its Commitment (including Loans)
of less than $1,000,000 (unless to another Bank); provided, further, that any
Bank may assign all or any portion of its Commitments to an Affiliate of such
Bank without the consent of any Person. In the event of any such assignment, (i)
the assigning Bank's Proportionate Share shall be reduced and its obligations
hereunder released by the amount of the Proportionate Share assigned to the new
lender, (ii) the parties to such assignment shall execute and deliver to
Administrative Agent an Assignment Agreement evidencing such sale, assignment,
transfer or other disposition substantially in the form of Exhibit L hereto or
otherwise satisfactory to Administrative Agent together with an assignment fee
payable to Administrative Agent of $3,500 (provided such assignment fee shall
not be required with respect to the initial syndication of Lead Arranger's and
Arrangers' Commitments) and any other related documentation reasonably requested
by Administrative Agent, including such withholding tax certificates as may be
appropriate pursuant to Section 2.4.7, (iii) at the assigning Bank's option, (A)
Borrower shall execute and deliver to such new lender new Notes in the forms
attached hereto as Exhibit B hereto in a principal amount equal to such new
lender's Commitment and (B) Borrower shall execute and exchange with the
assigning Bank a replacement note for any Note in an amount equal to the
Commitment retained by Bank, if any, (iv) to the extent the assigning Bank has
been issued any Notes in its favor, such Bank shall cancel and return each such
Note to Borrower promptly after the 

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effectiveness of any such assignment and (v) Exhibit H hereto shall be
automatically amended without further action to reflect such assignment and the
Proportionate Shares of Banks following such assignment. Thereafter, such new
lender shall be deemed to be a Bank and shall have all of the rights and duties
of a Bank (except as otherwise provided in this Article 9), in accordance with
its Proportionate Share, under each of the Credit Documents.

9.15 Laws. Notwithstanding the foregoing provisions of this Article 9, no
sale, assignment, transfer, negotiation or other disposition of the interests of
any Bank hereunder or under the other Credit Documents shall be allowed if it
would require registration under the federal Securities Act of 1933, as then
amended, any other federal securities laws or regulations or the securities laws
or regulations of any applicable jurisdiction. Borrower shall, from time to time
at the request and expense of Administrative Agent, execute and deliver to
Administrative Agent, or to such party or parties as Administrative Agent may
designate, any and all further instruments as may in the opinion of
Administrative Agent be reasonably necessary or advisable to give full force and
effect to such disposition.

9.16 Assignability to Federal Reserve Bank. Notwithstanding any other
provision contained in this Agreement or any other Credit Document to the
contrary, any Bank may assign all or any portion of the Loans or Notes held by
it to any Federal Reserve Bank or the United States Treasury as collateral
security pursuant to Regulation A of the Board of Governors of the Federal
Reserve System and any Operating Circular issued by such Federal Reserve Bank,
provided that any payment in respect of such assigned Loans or Notes made by
Borrower to or for the account of the assigning and/or pledging Bank in
accordance with the terms of this Agreement shall satisfy Borrower's obligations
hereunder in respect of such assigned Loans or Notes to the extent of such
payment. No such assignment shall release the assigning Bank from its
obligations hereunder and in no event shall such Federal Reserve Bank be
considered to be a "Bank" or be entitled to require the assigning Bank to take
or omit to take any action hereunder.

9.17 Technical Committee. Each Bank hereby appoints and authorizes each of
Credit Suisse First Boston, ABN AMRO Bank N.V., Citicorp USA, Inc., Deutsche
Bank AG, Bayerische Hypo- und Vereinsbank AG, The Royal Bank of Scotland plc and
The Bank of Tokyo-Mitsubishi, Ltd. to act as its technical committee hereunder
and under the other Credit Documents (the "Technical Committee") with such
powers as are expressly delegated to the Technical Committee by the terms of
this Agreement and the other Credit Documents, together with such other powers
as are reasonably incidental thereto. The Technical Committee shall not have any
duties or responsibilities except those expressly set forth in this Agreement or
in any other Credit Document, or be a trustee or a fiduciary for any Bank.
Notwithstanding anything to the contrary contained herein the Technical
Committee shall not be required to take any action which is contrary to this
Agreement or any other Credit Documents or any Legal Requirement or exposes the
Technical Committee to any liability. All decisions and determinations to be
made by the Technical Committee hereunder and under the other Credit Documents
shall be made by the affirmative vote of six of its members (provided that if
any single member of the Technical Committee shall fail to approve or disapprove
any matter before it within 20 Banking Days from the date that at least five
other members of the Technical Committee shall have approved such matter, then
such matter shall be deemed to be approved by such member). Borrower and each
Bank hereby agrees that the protective provisions set forth in Section 5.10 and
Sections 9.1 through 9.5 shall apply to and protect, mutatis mutandis, each
member of the Technical 

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Committee and all determinations, decisions, actions or inactions taken or
omitted to be taken by the Technical Committee. In the event that any member of
the Technical Committee at any time reduces its Commitment to less than
$50,000,000, ceases to be a Bank hereunder, is removed from the Technical
Committee by the Majority Banks or otherwise resigns from the Technical
Committee, Borrower shall nominate (and submit such nominations in writing to
the remaining members of the Technical Committee) three Banks as a potential
replacement member within five Banking Days after the occurrence of any such
event (provided that each such nominee shall be a Bank with one of the six
largest Commitments at such time among Banks who are not then members of the
Technical Committee) and the remaining members of the Technical Committee shall
appoint one of such three nominated Banks as a replacement member to the
Technical Committee (thereafter, such replacement member shall have the same
rights and obligations as the other members of the Technical Committee).

9.18 Notices to Technical Committee and Banks. Administrative Agent
promptly shall deliver all material documents, instruments and notices that it
receives hereunder and under the other Operative Documents to the Technical
Committee and to each Bank that is not a member of the Technical Committee.

ARTICLE 10.
INDEPENDENT CONSULTANTS

10.1 Removal and Fees

10.1.1 Independent Engineer. For purposes of this Agreement, the
"Independent 10 Engineer" shall be Stone & Webster Consultants, Inc. for each of
the Bridgeport Project, the New Haven Project and the Nelson Project and for the
preparation of each of the feasibility reports referred to in Section 3.1.21.
With respect to all other Identified Projects, Non-Identified Projects,
Acquisition Plants, Approved Projects and all other matters related thereto, the
"Independent Engineer" shall be Sargent & Lundy or such other replacement
consulting engineering firm selected in accordance with this Section 10.1.
Borrower or Required Banks may remove any Independent Engineer (other than Stone
& Webster Consultants, Inc.) in the event that such Independent Engineer (a)
ceases to be a consulting engineering firm of recognized international standing,
(b) has become an Affiliate of NRG Energy or (c) has developed a conflict of
interest that reasonably calls into question such firm's capacity to exercise
independent judgment. If the Independent Engineer is removed or resigns and
thereby ceases to act as Independent Engineer for purposes of this Agreement,
the Technical Committee and Borrower shall, within 30 days of such removal or
resignation, jointly designate a replacement consulting engineering firm from
the list contained in Exhibit M hereto and, thereafter, the Technical Committee
shall promptly notify Banks of such designation. At any time and from time to
time, the Technical Committee shall have the right to add to Exhibit M hereto
one or more independent consulting engineering firms and shall notify Borrower
and Banks of any such addition. Exhibit M hereto shall automatically be deemed
amended to reflect such addition unless, within 30 days of such notification,
Borrower notifies the Technical Committee that it objects, on the basis of the
criteria set out in clauses (a) through (c) above for removal of the Independent
Engineer, to the firm or firms so added.

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At any time while the Obligations are outstanding, the Technical
Committee, Administrative Agent and Lead Arranger shall have the right to
consult with the Independent Engineer on matters related to this Agreement. All
reasonable fees and expenses of the Independent Engineer (whether the original
one or replacements) shall be paid by Borrower.

10.1.2 Insurance Consultant. For purposes of this Agreement, the
"Insurance Consultant" shall be Marsh USA Inc. or such other replacement
consulting insurance firm selected in accordance with this Section 10.1.
Borrower or Required Banks may remove the Insurance Consultant in the event that
such Insurance Consultant (a) ceases to be a consulting insurance firm of
recognized international standing, (b) has become an Affiliate of NRG Energy or
(c) has developed a conflict of interest that reasonably calls into question
such firm's capacity to exercise independent judgment. If the Insurance
Consultant is removed or resigns and thereby ceases to act as Insurance
Consultant for purposes of this Agreement, the Technical Committee and Borrower
shall, within 30 days of such removal or resignation, jointly designate a
replacement consulting insurance firm from the list contained in Exhibit N
hereto and, thereafter, the Technical Committee shall promptly notify Banks of
such designation. At any time and from time to time, the Technical Committee
shall have the right to add to Exhibit N hereto one or more independent
consulting insurance firms and shall notify Borrower and Banks of any such
addition. Exhibit N hereto shall automatically be deemed amended to reflect such
addition unless, within 30 days of such notification, Borrower notifies the
Technical Committee that it objects, on the basis of the criteria set out in
clauses (a) through (c) above for removal of the Insurance Consultant, to the
firm or firms so added.

At any time while the Obligations are outstanding, the Technical
Committee, Administrative Agent and Lead Arranger shall have the right to
consult with the Insurance Consultant on matters related to this Agreement. All
reasonable fees and expenses of the Insurance Consultant (whether the original
one or replacements) shall be paid by Borrower.

10.1.3 Fuel Consultant. For purposes of this Agreement, the "Fuel
Consultant" shall be Pace Global Energy Services, LLC or such other replacement
consulting fuel firm selected in accordance with this Section 10.1. Borrower or
Required Banks may remove the Fuel Consultant in the event that such Fuel
Consultant (a) ceases to be a consulting insurance firm of recognized
international standing, (b) has become an Affiliate of NRG Energy or (c) has
developed a conflict of interest that reasonably calls into question such firm's
capacity to exercise independent judgment. If the Fuel Consultant is removed or
resigns and thereby ceases to act as Fuel Consultant for purposes of this
Agreement, the Technical Committee and Borrower shall, within 30 days of such
removal or resignation, jointly designate a replacement consulting fuel firm
from the list contained in Exhibit O hereto and, thereafter, the Technical
Committee shall promptly notify Banks of such designation. At any time and from
time to time, the Technical Committee shall have the right to add to Exhibit O
hereto one or more independent consulting fuel firms and shall notify Borrower
and Banks of any such addition. Exhibit O hereto shall automatically be deemed
amended to reflect such addition unless, within 30 days of such notification,
Borrower notifies the Technical Committee that it objects, on the basis of the
criteria set out in clauses (a) through (c) above for removal of the Fuel
Consultant, to the firm or firms so added.

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At any time while the Obligations are outstanding, the Technical
Committee, Administrative Agent and Lead Arranger shall have the right to
consult with the Insurance Consultant on matters related to this Agreement. All
reasonable fees and expenses of the Fuel Consultant (whether the original one or
replacements) shall be paid by Borrower.

10.1.4 Power Marketing Consultant. For purposes of this Agreement, the
"Power Marketing Consultant" shall be Pace Global Energy Services, LLC or such
other replacement consulting marketing firm selected in accordance with this
Section 10.1. Borrower or Required Banks may remove the Power Marketing
Consultant in the event that such Power Marketing Consultant (a) ceases to be a
consulting marketing firm of recognized international standing, (b) has become
an Affiliate of NRG Energy or (c) has developed a conflict of interest that
reasonably calls into question such firm's capacity to exercise independent
judgment. If the Power Marketing Consultant is removed or resigns and thereby
ceases to act as Power Marketing Consultant for purposes of this Agreement, the
Technical Committee and Borrower shall, within 30 days of such removal or
resignation, jointly designate a replacement consulting marketing firm from the
list contained in Exhibit P hereto and, thereafter, the Technical Committee
shall promptly notify Banks of such designation. At any time and from time to
time, the Technical Committee shall have the right to add to Exhibit P hereto
one or more independent consulting marketing firms and shall notify Borrower and
Banks of any such addition. Exhibit P hereto shall automatically be deemed
amended to reflect such addition unless, within 30 days of such notification,
Borrower notifies the Technical Committee that it objects, on the basis of the
criteria set out in clauses (a) through (c) above for removal of the Power
Marketing Consultant, to the firm or firms so added.

At any time while the Obligations are outstanding, the Technical
Committee, Administrative Agent and Lead Arranger shall have the right to
consult with the Insurance Consultant on matters related to this Agreement. All
reasonable fees and expenses of the Marketing Consultant (whether the original
one or replacements) shall be paid by Borrower.

10.2 Duties. Each Independent Consultant shall be contractually obligated
to Administrative Agent to carry out the activities required of it in this
Agreement and as otherwise requested by Administrative Agent and shall be
responsible solely to Administrative Agent. Borrower acknowledges that it will
not have any cause of action or claim against any Independent Consultant
resulting from any decision made or not made, any action taken or not taken or
any advice given by such Independent Consultant in the due performance in good
faith of its duties to Administrative Agent, except to the extent arising from
such Independent Consultant's gross negligence or willful misconduct.

10.3 Independent Consultants' Certificates.

10.3.1 Until the receipt by Administrative Agent of certificates
satisfactory to Administrative Agent from each Independent Consultant whom
Administrative Agent considers necessary or appropriate certifying Final
Acceptance, Borrower shall provide such documents and information to the
Independent Consultants as any of the Independent Consultants may reasonably
consider necessary in order for the Independent Consultants to deliver to
Administrative Agent the following certificates:

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(a) all certificates to be delivered pursuant to Article 3, if
any, and certificates delivered as to the matters required by the Depositary
Agreement; and

(b) monthly after the Closing Date, a full report and status of
the progress of each Approved Project and Acquisition to that date, a complete
assessment of Project Costs to Final Acceptance of such Projects and
Acquisitions and such other information and certification as Administrative
Agent may reasonably require from time to time.

10.3.2 Following Final Acceptance of each Approved Project, Borrower
shall provide such documents and information to the Independent Consultants
(subject to the execution by such Independent Consultants of confidentiality
agreements reasonably acceptable to Administrative Agent and Borrower) as they
may reasonably consider necessary in order for the Independent Consultants to
deliver annually to Administrative Agent a certificate setting forth a full
report on the status of such Approved Project and such other information and
certification as Administrative Agent may reasonably require from time to time.

10.4 Certification of Dates. Administrative Agent will request that the
Independent Consultants act diligently in the issuance of all certificates
required to be delivered by the Independent Consultants hereunder, if their
issuance is appropriate. Borrower shall provide the Independent Consultants with
reasonable notice of the expected occurrence of any such dates or events.

ARTICLE 11.
MISCELLANEOUS

11.1 Addresses. Any communications between the parties hereto or notices
provided herein to be given may be given to the following addresses:

If to Administrative Agent:     Credit Suisse First Boston, New York Branch
Eleven Madison Avenue
New York, New York  10010-3629
Attn:  Vice President -- Project Finance -- CPG
Telephone No.: (212) 325-5813
Telecopy No.:  (212) 325-8321

and

Credit Suisse First Boston, New York Branch
Eleven Madison Avenue
New York, New York  10010-3629
Attn:  Department Manager -- Agency Group

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Telephone No.: (212) 325-9940
Telecopy No.:  (212) 325-8304

If to Borrower:                 NRG Finance Company I LLC
901 Marquette Avenue
Suite 2300
Minneapolis, Minnesota  55402
Attn:  General Counsel
Telephone No.:  (612) 373-5300
Telecopy No.:  (612) 373-5392

If to the Technical Committee:  ABN AMRO Bank N.V.
208 South LaSalle Street
Suite 1500
Chicago, IL  60604-1003
Attn:  Loan Administration
Telephone No.:  (312) 992-5150
Telecopy No.:  (312) 992-5155

Citicorp USA, Inc.
399 Park Avenue
New York, New York 10043
Attn:  Ian Held
Telephone No.:  (212) 816-1028
Telecopy No.:  (212) 816-0485

Credit Suisse First Boston, New York Branch
Eleven Madison Avenue
New York, New York  10010-3629
Attn:  Vice President -- Project Finance -- CPG
Telephone No.: (212) 325-5813
Telecopy No.: (212) 325-8321

Deutsche Bank AG New York Branch
31 West 52 Street
New York, New York 10019
Attn:  Surendra Shah
Telephone No.:  (212) 469-7622
Telecopy No.:  (212) 469-3580

Bayerische Hypo- und Vereinsbank AG, 
New York Branch
150 East 42nd Street
New York, New York  10017
Attn:  Gisela Kroess
Telephone No.:  (212) 672-5646
Telecopy No.:  (212) 672-5516

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The Royal Bank of Scotland plc
65 East 55th Street, 21st Floor
New York, New York  10022
Attn:  Commercial Operations
Telephone No.:  (212) 401-1406
Telecopy No.:  (212) 401-1336

The Bank of Tokyo Mitsubishi
1251 6th Avenue
New York, New York  10020
Attn:  Structured Finance Group
Telephone No.:  (212) 782-5854
Telecopy No.:  (212) 782-5871

All notices or other communications required or permitted to be given
hereunder shall be in writing and shall be considered as properly given (a) if
delivered in person, (b) if sent by overnight delivery service (including
Federal Express, UPS, ETA, Emery, DHL, AirBorne and other similar overnight
delivery services), (c) in the event overnight delivery services are not readily
available, if mailed by first class United States Mail, postage prepaid,
registered or certified with return receipt requested, (d) if sent by prepaid
telegram or by telecopy or (e) other electronic means (including electronic
mail) confirmed by telecopy or telephone. Notice so given shall be effective
upon receipt by the addressee, except that communication or notice so
transmitted by telecopy or other direct electronic means shall be deemed to have
been validly and effectively given on the day (if a Banking Day and, if not, on
the next following Banking Day) on which it is transmitted if transmitted before
4:00 p.m., recipient's time, and if transmitted after that time, on the next
following Banking Day; provided, however, that if any notice is tendered to an
addressee and the delivery thereof is refused by such addressee, such notice
shall be effective upon such tender. Any party shall have the right to change
its address for notice hereunder to any other location within the continental
United States by giving of 30 days' notice to the other parties in the manner
set forth hereinabove.

11.2 Additional Security; Right to Set-Off. Any deposits or other sums at
any time credited or due from Banks and any Project Revenues, securities or
other property of Borrower in the possession of Administrative Agent may at all
times be treated as collateral security for the payment of the Loans and the
Notes and all other obligations of Borrower to Banks under this Agreement and
the other Credit Documents, and Borrower hereby pledges to Administrative Agent,
for the benefit of Secured Parties and grants Administrative Agent a security
interest in and to all such deposits, sums, securities or other property.
Regardless of the adequacy of any other collateral, any Bank or any Affiliate
thereof (but only with the prior written consent of Administrative Agent), may
execute or realize on Banks' security interest in any such deposits or other
sums credited by or due from Banks to Borrower, may apply any such deposits or
other sums to or set them off against Borrower's obligations to Banks under the
Notes and this Agreement at any time after the occurrence and during the
continuance of any Event of Default.

11.3 Delay and Waiver. No delay or omission to exercise any right, power or
remedy accruing to Banks upon the occurrence of any Event of Default or Inchoate
Default or any Project Default or Project Inchoate Default or any breach or
default of the Portfolio Entities 

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under this Agreement or any other Credit Document shall impair any such right,
power or remedy of Banks, nor shall it be construed to be a waiver of any such
breach or default, or an acquiescence therein, or of or in any similar breach or
default thereafter occurring, nor shall any waiver of any single Event of
Default, Inchoate Default, Project Default, Project Inchoate Default or other
breach or default be deemed a waiver of any other Event of Default, Inchoate
Default, Project Default, Project Inchoate Default or other breach or default
theretofore or thereafter occurring. Any waiver, permit, consent or approval of
any kind or character on the part of Administrative Agent and/or Banks of any
Event of Default, Inchoate Default, Project Default, Project Inchoate Default or
other breach or default under this Agreement or any other Credit Document, or
any waiver on the part of Administrative Agent and/or Banks of any provision or
condition of this Agreement or any other Credit Document, must be in writing and
shall be effective only to the extent in such writing specifically set forth.
All remedies, either under this Agreement or any other Credit Document or by law
or otherwise afforded to Administrative Agent, Banks and the other Secured
Parties, shall be cumulative and not alternative.

11.4 Costs, Expenses and Attorneys' Fees; Syndication.

11.4.1 Borrower will pay to each of Administrative Agent, Lead
Arranger and each member of the Technical Committee all of its reasonable costs
and expenses in connection with the preparation, negotiation, closing and
administering this Agreement and the documents contemplated hereby and any
participation or syndication of the Loans or this Agreement, including the
reasonable fees, expenses and disbursements of Latham & Watkins and other
associated local attorneys retained by such Persons in connection with the
preparation of such documents and any amendments hereof or thereof, or the
preparation, negotiation, closing, administration, enforcement, participation or
syndication of the Loans or this Agreement, the reasonable fees, expenses and
disbursements of the Independent Consultants and any other engineering,
insurance and construction consultants to Administrative Agent, Lead Arranger
and each member of the Technical Committee and incurred in connection with this
Agreement or the Loans subsequent to the Closing Date, and the travel and
out-of-pocket costs incurred by such Persons following the Closing Date, and
Borrower further agrees to pay Administrative Agent and Lead Arranger the
out-of-pocket costs and travel costs incurred by such Persons in connection with
syndication of the Loans or this Agreement; provided, however, Borrower shall
not be required to pay advertising costs of any of Banks or the fees of Banks'
attorneys, other than Latham & Watkins and associated local counsel or the fees
and costs of any engineers or consultants other than the Independent Engineer
and the Independent Consultant engaged by Administrative Agent. Without limiting
the foregoing, Borrower will reimburse Administrative Agent, Lead Arranger, each
member of the Technical Committee, and each Bank for all costs and expenses,
including reasonable attorneys' fees, expended or incurred by such Persons in
enforcing this Agreement or the other Credit Documents in connection with an
Event of Default or Inchoate Default, in actions for declaratory relief in any
way related to this Agreement or in collecting any sum which becomes due such
Persons on the Notes or under the Credit Documents.

11.4.2 In connection with syndication of the Loans and Commitments, an
information package containing certain relevant information concerning Borrower,
the Identified Projects, the other Identified Project participants and the
transactions contemplated hereby has 

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been provided to potential Banks and participants. Borrower agrees to cooperate,
and use its best efforts to cause the Member and NRG Energy to cooperate, in the
syndication of the Loans and Commitments in all respects, as reasonably
requested by Administrative Agent, Lead Arranger, or any Arranger including
participation in bank meetings held in connection with such syndication, and to
provide, for inclusion in any additional package, all information which such
Persons may request from it or which such Persons or Borrower may consider
material to a lender or participant, or necessary or appropriate for accurate
and complete disclosure. Upon request of Lead Arranger, Borrower shall represent
to such Persons, and indemnify such Persons for claims relating to, the accuracy
and completeness of such disclosure, upon terms acceptable to such Persons.

11.5 Entire Agreement. This Agreement and any agreement, document or
instrument attached hereto or referred to herein integrate all the terms and
conditions mentioned herein or incidental hereto and supersede all oral
negotiations and prior writings in respect to the subject matter hereof. In the
event of any conflict between the terms, conditions and provisions of this
Agreement and any such agreement, document or instrument, the terms, conditions
and provisions of this Agreement shall prevail. This Agreement and the other
Credit Documents may only be amended or modified by an instrument in writing
signed by Borrower, Administrative Agent and any other parties to such
agreements.

11.6 Governing Law. This Agreement, and any instrument or agreement
required hereunder (to the extent not otherwise expressly provided for therein),
shall be governed by, and construed under, the laws of the State of New York,
without reference to conflicts of laws (other than Section 5-1401 of the New
York General Obligations Law).

11.7 Severability. In case any one or more of the provisions contained in
this Agreement should be invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.

11.8 Headings. Article and Section headings have been inserted in this
Agreement as a matter of convenience for reference only and it is agreed that
such article and section headings are not a part of this Agreement and shall not
be used in the interpretation of any provision of this Agreement.

11.9 Accounting Terms. All accounting terms not specifically defined herein
shall be construed in accordance with GAAP and practices consistent with those
applied in the preparation of the financial statements submitted by Borrower to
Administrative Agent, and all financial data submitted pursuant to this
Agreement shall be prepared in accordance with such principles and practices.

11.10 Additional Financing. The parties hereto acknowledge no Bank has made
any agreement or commitment to provide any financing to any Portfolio Entity
except as set forth herein.

11.11 No Partnership, Etc. Banks and Borrower intend that the relationship
between them shall be solely that of creditor and debtor. Nothing contained in
this Agreement, the Notes or in any of the other Credit Documents shall be
deemed or construed to create a partnership, 

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tenancy-in-common, joint tenancy, joint venture or co-ownership by or between
Banks, Borrower or any other Person. Banks shall not be in any way responsible
or liable for the debts, losses, obligations or duties of the Portfolio Entities
or any other Person with respect to any Identified Project, Non-Identified
Project, Approved Project, Funded Working Capital Asset, Acquisition or
otherwise. All obligations to pay real property or other taxes, assessments,
insurance premiums, and all other fees and charges arising from the ownership,
operation or occupancy of any Identified Project, Non-Identified Project, or
Funded Working Capital Asset and to perform all obligations and other agreements
and contracts relating to any Identified Project, Non-Identified Project,
Approved Project or Funded Working Capital Asset, Acquisition or any other asset
or liability of any Portfolio Entity shall be the sole responsibility of the
Portfolio Entities.

11.12 Deed of Trust/Collateral Documents. The Loans are or will be secured
in part by the Deeds of Trust and Mortgages encumbering certain properties
associated with the Approved Projects in such Projects' respective states.
Reference is hereby made to the Deeds of Trust, Mortgages and the other
Collateral Documents for the provisions, among others, relating to the nature
and extent of the security provided thereunder, the rights, duties and
obligations of the Portfolio Entities and the rights of Administrative Agent and
Banks with respect to such security.

11.13 Limitation on Liability. No claim shall be made by any Portfolio
Entity, the Member, any Affiliate Pledgor, NRG Energy or any of their
Affiliates, against Administrative Agent, Lead Arranger, Banks, any member of
the Technical Committee, any other Secured Party or any of their Affiliates,
directors, employees, attorneys or agents for any special, indirect,
consequential or punitive damages in respect of any breach or wrongful conduct
(whether or not the claim therefor is based on contract, tort or duty imposed by
law), in connection with, arising out of or in any way related to the
transactions contemplated by this Agreement or the other Operative Documents or
any act or omission or event occurring in connection therewith; and Borrower
hereby waives, releases and agrees not to sue upon any such claim for any such
damages, whether or not accrued and whether or not known or suspected to exist
in its favor.

11.14 Waiver of Jury Trial. BANKS AND BORROWER HEREBY KNOWINGLY,
VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY
IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN
CONNECTION WITH, THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT, OR ANY COURSE OF
CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTIONS
OF BANKS OR BORROWER. THIS PROVISION IS A MATERIAL INDUCEMENT FOR BANKS TO ENTER
INTO THIS AGREEMENT.

11.15 Consent to Jurisdiction. Banks and Borrower agree that any legal
action or proceeding by or against Borrower or with respect to or arising out of
this Agreement, the Notes, or any other Credit Document may be brought in or
removed to the courts of the State of New York, in and for the County of New
York, or of the United States of America for the Southern District of New York,
as Administrative Agent may elect. By execution and delivery of the Agreement,
Banks and Borrower accept, for themselves and in respect of their property,
generally and unconditionally, the jurisdiction of the aforesaid courts. Banks
and Borrower irrevocably consent to the service of process out of any of the
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manner permitted by law. Nothing herein shall affect the right of Administrative
Agent to bring legal action or proceedings in any other competent jurisdiction,
including judicial or non-judicial foreclosure of any Deed of Trust or Mortgage.
Banks and Borrower further agree that the aforesaid courts of the State of New
York and of the United States of America shall have exclusive jurisdiction with
respect to any claim or counterclaim of Borrower based upon the assertion that
the rate of interest charged by Banks on or under this Agreement, the Loans
and/or the other Credit Documents is usurious. Banks and Borrower hereby waive
any right to stay or dismiss any action or proceeding under or in connection
with any or all of any Identified Project, Approved Project, Funded Working
Capital Asset, Acquisition, this Agreement or any other Credit Document brought
before the foregoing courts on the basis of forum non-conveniens.

11.16 Usury. Nothing contained in this Agreement or the Notes shall be
deemed to require the payment of interest or other charges by Borrower or any
other Person in excess of the amount which the holders of the Notes may lawfully
charge under any applicable usury laws. In the event that Banks shall collect
moneys which are deemed to constitute interest which would increase the
effective interest rate to a rate in excess of that permitted to be charged by
applicable Legal Requirements, all such sums deemed to constitute interest in
excess of the legal rate shall, upon such determination, at the option of Banks,
be returned to Borrower or credited against the principal balance then
outstanding.

11.17 Successors and Assigns. The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns. Borrower may not assign or otherwise transfer any of its
rights under this Agreement except as provided in Section 6.16, and Banks may
not assign or otherwise transfer any of their rights under this Agreement except
as provided in Article 9.

11.18 Counterparts. This Agreement and any amendments, waivers, consents or
supplements hereto or in connection herewith may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed an original, but all such
counterparts together shall constitute but one and the same instrument;
signature pages may be detached from multiple separate counterparts and attached
to a single counterpart so that all signature pages are physically attached to
the same document.

11.19 Survival. All representations, warranties, covenants and agreements
made herein and in the certificates or other instruments delivered in connection
with or pursuant to this Agreement and the other Credit Documents shall be
considered to have been relied upon by the parties hereto and shall survive the
execution and delivery of this Agreement, the other Credit Documents and the
making of the Loans. Notwithstanding anything in this Agreement or implied by
law to the contrary, the agreements of Borrower set forth in Sections 2.4.4,
2.6.4, 2.7, 5.10, 9.1, 9.8, 10.1 and 11.4 and the agreements of Banks set forth
in Sections 9.1, 9.5 and 9.10.2 shall survive the payment and performance of the
Loans and other Obligations and the reimbursement of any amounts drawn
thereunder, and the termination of this Agreement.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

124

137

IN WITNESS WHEREOF, the parties hereto, by their officers duly
authorized, intending to be legally bound, have caused this Credit Agreement to
be duly executed and delivered as of the date first above written.

NRG FINANCE COMPANY I LLC,
a Delaware limited liability company

By:   
------------------------------------------
Name:                                    
----------------------------------
Title:                                   
---------------------------------

CREDIT SUISSE FIRST BOSTON, NEW YORK BRANCH,
as Lead Arranger and a Bank

By:   
------------------------------------------
Name:                                    
----------------------------------
Title:                                   
---------------------------------

By:   
------------------------------------------
Name:                                    
----------------------------------
Title:                                   
---------------------------------

CREDIT SUISSE FIRST BOSTON, NEW YORK BRANCH,
as Administrative Agent and Documentation Agent

By:   
------------------------------------------
Name:                                    
----------------------------------
Title:                                   
---------------------------------

By:   
------------------------------------------
Name:                                    
----------------------------------
Title:                                   
---------------------------------

S-1
[Credit Agreement]

138

ABBEY NATIONAL TREASURY SERVICES PLC,
as a Bank

By:  __________________________________________
Name:
Title:

ABN AMRO BANK N.V.,
as an Arranger and a Bank

By:  _________________________________________
Name:
Title:

By:  _________________________________________
Name:
Title:

BANK OF AMERICA, N.A.,
as an Arranger and a Bank

By:  _________________________________________
Name:
Title:

BARCLAYS BANK PLC,
as a Bank

By:  _________________________________________
Name:
Title:

BAYERISCHE HYPO- UND VEREINSBANK AG, 
NEW YORK BRANCH,
as an Arranger and a Bank

By:  _________________________________________
Name:
Title:

By:  _________________________________________
Name:
Title:

BNP PARIBAS,
as an Arranger and a Bank

By:  _________________________________________
Name:
Title:

By:  _________________________________________
Name:
Title:

S-2
[Credit Agreement]

139

CIBC INC.,
as an Arranger, a Co-Syndication Agent
and a Bank

By:  _________________________________________
Name:
Title:

CITICORP USA, INC.,
as an Arranger and a Bank

By:  _________________________________________
Name:
Title:

CREDIT AGRICOLE INDOSUEZ,
as a Bank

By:  _________________________________________
Name:
Title:

By:  _________________________________________
Name:
Title:

CREDIT LYONNAIS NEW YORK BRANCH,
as a Bank

By:  _________________________________________
Name:
Title:

DEUTSCHE BANK AG, NEW YORK BRANCH,
as a Bank

By:  _________________________________________
Name:
Title:

By:  _________________________________________
Name:
Title:

DEUTSCHE BANC ALEX. BROWN,
as an Arranger

By:  _________________________________________
Name:
Title:

By:  _________________________________________
Name:
Title:

S-3
[Credit Agreement]

140

EXPORT DEVELOPMENT CORPORATION,
as a Bank

By:  _________________________________________
Name:
Title:

By:  _________________________________________
Name:
Title:

FORTIS CAPITAL CORP.,
as an Arranger and a Bank

By:  _________________________________________
Name:
Title:

By:  _________________________________________
Name:
Title:

INTESABCI S.P.A. NEW YORK BRANCH,
as an Arranger, a Co-Documentation Agent
and a Bank

By:  _________________________________________
Name:
Title:

By:  _________________________________________
Name:
Title:

KREDITANSTALT FUR WIEDERAUFBAU,
as an Arranger, a Co-Documentation Agent
and a Bank

By:  _________________________________________
Name:
Title:

By:  _________________________________________
Name:
Title:

LANDESBANK SCHLESWIG-HOLSTEIN GIROZENTRALE,
as a Bank

By:  _________________________________________
Name:
Title:

By:  _________________________________________
Name:
Title:

THE ROYAL BANK OF SCOTLAND PLC,
as an Arranger and a Bank

By:  _________________________________________
Name:
Title:

S-4
[Credit Agreement]

141

SUMITOMO MITSUI BANKING CORPORATION,
as a Bank

By:  _________________________________________
Name:
Title:

THE BANK OF TOKYO-MITSUBISHI, LTD.,
NEW YORK BRANCH
as an Arranger and a Bank

By:  _________________________________________
Name:
Title:

THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND,
as a Bank

By:  _________________________________________
Name:
Title:

TD SECURITIES (USA) INC.,
as a Co-Arranger and a Co-Syndication Agent

By:  _________________________________________
Name:
Title:

TORONTO DOMINION (TEXAS), INC.,
as a Bank

By:  ________________________________________
Name:
Title:

WESTDEUTSCHE LANDESBANK 
GIROZENTRALE, NEW YORK BRANCH,
as an Arranger, a Co-Administrative 
Agent and a Bank

By:  _________________________________________
Name:
Title:

By:  _________________________________________
Name:
Title:

S-5
[Credit Agreement] 

1

EXHIBIT 4.22
--------------------------------------------------------------------------------

CREDIT AGREEMENT

DATED AS OF

JUNE 22, 2001

AMONG

NRG ENERGY, INC.

THE FINANCIAL INSTITUTIONS PARTY HERETO,

CREDIT SUISSE FIRST BOSTON

AS ADMINISTRATIVE AGENT, JOINT LEAD ARRANGER
AND JOINT BOOK RUNNER

AND

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

AS CO-SYNDICATION AGENT, JOINT LEAD ARRANGER
AND JOINT BOOK RUNNER

AND

CITICORP USA, INC.

AS CO-SYNDICATION AGENT, JOINT LEAD ARRANGER
AND JOINT BOOK RUNNER

--------------------------------------------------------------------------------

2

TABLE OF CONTENTS

SECTION 1.           DEFINITIONS; INTERPRETATION.........................................................1

Section 1.1       Definitions.........................................................................1
Section 1.2       Interpretation......................................................................9

SECTION 2.           THE CREDIT FACILITY.................................................................9

Section 2.1       The Credit Facility Commitments.  General Terms.....................................9
Section 2.2       No Reborrowing......................................................................9
Section 2.3       Applicable Interest Rates...........................................................9
Section 2.4       Minimum Borrowing Amounts..........................................................11
Section 2.5       Manner of Borrowing Loans and Designating Interest Rates 
Applicable to Loans................................................................11
Section 2.6       Interest Periods...................................................................13
Section 2.7       Maturity of Loans..................................................................14
Section 2.8       Prepayments........................................................................14
Section 2.9       Repricing Events...................................................................15
Section 2.10      Default Rate.......................................................................15
Section 2.11      The Notes..........................................................................15
Section 2.12      Funding Indemnity..................................................................16
Section 2.13      Commitment Terminations............................................................17

SECTION 3.           FEES...............................................................................17

Section 3.1       Fees...............................................................................17

SECTION 4.           PLACE AND APPLICATION OF PAYMENTS..................................................18

Section 4.1       Place and Application

of Payments..................................................18

SECTION 5.           REPRESENTATIONS AND WARRANTIES.....................................................18

Section 5.1       Corporate Organization and Authority...............................................18
Section 5.2       Subsidiaries.......................................................................18
Section 5.3       Corporate Authority and Validity of Obligations....................................19
Section 5.4       Financial Statements...............................................................19
Section 5.5       No Litigation; No Labor Controversies..............................................19
Section 5.6       Taxes..............................................................................19
Section 5.7       Approvals..........................................................................20
Section 5.8       Validity of Notes..................................................................20
Section 5.9       ERISA..............................................................................20
Section 5.10      Government Regulation..............................................................20
Section 5.11      Margin Stock; Use of Proceeds......................................................20
Section 5.12      Licenses and Authorizations; Compliance Laws.......................................20
Section 5.13      Ownership of Property Liens........................................................21
Section 5.14      No Burdensome Restrictions; Compliance with Agreements.............................21
Section 5.15      Full Disclosure....................................................................21

SECTION 6.           CONDITIONS PRECEDENT...............................................................21

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3

Section 6.1       Initial Credit Event...............................................................21
Section 6.2       All Credit Events..................................................................22

SECTION 7.           COVENANTS..........................................................................23

Section 7.1       Corporate Existence; Subsidiaries..................................................23
Section 7.2       Maintenance........................................................................23
Section 7.3       Taxes..............................................................................24
Section 7.4       ERISA..............................................................................24
Section 7.5       Insurance..........................................................................24
Section 7.6       Financial Reports and Other Information............................................24
Section 7.7       Bank Inspection Rights.............................................................26
Section 7.8       Conduct of Business................................................................27
Section 7.9       Liens..............................................................................27
Section 7.10      Use of Proceeds; Regulation U......................................................27
Section 7.11      Mergers, Consolidations and Sales of Assets........................................27
Section 7.12      Consolidated Net Worth.............................................................28
Section 7.13      Indebtedness to Consolidated Capitalization........................................28
Section 7.14      Compliance with Laws...............................................................28
Section 7.15      Takeout Financing..................................................................29

SECTION 8.           EVENTS OF DEFAULT AND REMEDIES.....................................................29

Section 8.1       Events of Default..................................................................29
Section 8.2       Non-Bankruptcy Defaults............................................................31
Section 8.3       Bankruptcy Defaults................................................................31
Section 8.4       Notice of Default..................................................................31
Section 8.5       Expenses...........................................................................31

SECTION 9.           CHANGE IN CIRCUMSTANCES............................................................31

Section 9.1       Change of Law......................................................................31
Section 9.2       Unavailability of Deposits or Inability to Ascertain, or 
Inadequacy of, LIBOR...............................................................32
Section 9.3       Increased Cost and Reduced Return..................................................32
Section 9.4       Lending Offices....................................................................34
Section 9.5       Discretion of Bank as to Manner of Funding.........................................34

SECTION 10.          THE AGENT..........................................................................35

Section 10.1      Appointment and Authorization of Agent.............................................35
Section 10.2      Agent and its Affiliates...........................................................35
Section 10.3      Action by Agent....................................................................35
Section 10.4      Consultation with Experts..........................................................35
Section 10.5      Liability of Agent; Credit Decision................................................36
Section 10.6      Indemnity..........................................................................36
Section 10.7      Resignation of Agent and Successor Agent...........................................37

SECTION 11.          MISCELLANEOUS......................................................................37

Section 11.1      Withholding Taxes..................................................................37
Section 11.2      No Waiver of Rights................................................................38

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4

Section 11.3      Non-Business Day...................................................................39
Section 11.4      Documentary Taxes..................................................................39
Section 11.5      Survival of Representations........................................................39
Section 11.6      Survival of Indemnities............................................................39
Section 11.7      Set-Off............................................................................39
Section 11.8      Notices............................................................................40
Section 11.9      Counterparts.......................................................................41
Section 11.10        Successors and Assigns..........................................................42
Section 11.11        Participants and Note Assignees.................................................42
Section 11.12        Assignment of Commitments by Banks..............................................42
Section 11.13        Amendments......................................................................44
Section 11.14        Headings........................................................................44
Section 11.15        Legal Fees, Other Costs and Indemnification.....................................44
Section 11.16        Entire Agreement................................................................45
Section 11.17        Construction....................................................................45
Section 11.18        Governing Law...................................................................45
Section 11.19        Submission to Jurisdiction; Waiver of Jury Trial................................45

iii

5

CREDIT AGREEMENT

CREDIT AGREEMENT, dated as of June 22, 2001 among NRG Energy, Inc., a
Delaware corporation (the "Borrower"), the financial institutions from time to
time party hereto (each a "Bank," and collectively the "Banks"), Credit Suisse
First Boston in its capacity as administrative agent for the Banks hereunder (in
such capacity, the "Agent"), joint lead arranger and joint book runner, Merrill
Lynch, Pierce, Fenner & Smith Incorporated in its capacity as co-syndication
agent, joint lead arranger and joint book runner, and Citicorp USA, Inc. in its
capacity as co-syndication agent, joint lead arranger and joint book runner.

WITNESSETH THAT:

WHEREAS, the Borrower desires to obtain the several commitments of the
Banks to make available a 364-day credit facility in the aggregate amount of
$600,000,000 (the "Credit Facility"), as described herein; and

WHEREAS, the Banks are willing to extend such commitments subject to all of
the terms and conditions hereof and on the basis of the representations and
warranties hereinafter set forth;

NOW, THEREFORE, in consideration of the recitals set forth above and for
other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1. DEFINITIONS; INTERPRETATION.

Section 1.1 Definitions. The following terms when used herein have the
following meanings:

"Adjusted LIBOR" is defined in Section 2.3(b) hereof.

"Affiliate" means, as to any Person, any other Person which directly or
indirectly controls, or is under common control with, or is controlled by, such
Person. As used in this definition, "control" (including, with their correlative
meanings, "controlled by" and "under common control with") means possession,
directly or indirectly, of power to direct or cause the direction of management
or policies of a Person (whether through ownership of securities or partnership
or other ownership interests, by contract or otherwise), provided that, in any
event for purposes of this definition: (i) any Person which owns directly or
indirectly 5% or more of the securities having ordinary voting power for the
election of directors or other governing body of a corporation or 5% or more of
the partnership or other ownership interests of any other Person (other than as
a limited partner of such other Person) will be deemed to control such
corporation or other Person; and (ii) each director and executive officer of the
Borrower or any Subsidiary shall be deemed an Affiliate of the Borrower and each
Subsidiary.

6

"Agent" is defined in the first paragraph of this Agreement and includes
any successor Agent pursuant to Section 10.7 hereof.

"Agent Fee" means a one-time fee of $20,000.00, payable by the Borrower to
the Agent on the Effective Date.

"Agreement" means this Credit Agreement, including all Exhibits and
Schedules hereto, as it may be amended, supplemented or otherwise modified from
time to time in accordance with the terms hereof.

"Applicable Margin" means, at any time (i) with respect to Base Rate Loans,
the Base Rate Margin and (ii) with respect to Eurocurrency Loans, the
Eurocurrency Margin.

"Applicable Telerate Page" is defined in Section 2.3(b) hereof.

"Authorized Representative" means those persons shown on the list of
officers provided by the Borrower pursuant to Section 6.1(e) hereof, or on any
updated such list provided by the Borrower to the Agent, or any further or
different officer of the Borrower so named by any Authorized Representative of
the Borrower in a written notice to the Agent.

"Bank" is defined in the first paragraph of this Agreement.

"Base Rate" is defined in Section 2.3(a) hereof.

"Base Rate Loan" means a Loan bearing interest prior to maturity at a rate
specified in Section 2.3(a) hereof.

"Base Rate Margin" means 0.00% subject to Section 2.9 hereof.

"Borrower" is defined in the first paragraph of this Agreement.

"Borrowing" means the total of Loans of a single type advanced, continued
for an additional Interest Period, or converted from a different type into such
type by the Banks on a single date and for a single Interest Period. Borrowings
of Loans are made and maintained ratably from each of the Banks according to
their Percentages. A Borrowing is "advanced" on the day Banks advance or
disburse funds comprising such Borrowing to the Borrower, is "continued" on the
date a new Interest Period for the same type of Loan commences for such
Borrowing, and is "converted" when such Borrowing is changed from one type of
Loan to the other, all as requested by the Borrower pursuant to Section 2.5(a).

"Business Day" means any day other than a Saturday or Sunday on which Banks
are not authorized or required to close in New York, New York and, if the
applicable Business Day relates to the borrowing or payment of a Eurocurrency
Loan, on which dealings in U.S. Dollars may be carried on by the Agent in the
interbank eurodollar market.

2

7

"Capital Lease" means at any date any lease of Property which, in
accordance with GAAP, would be required to be capitalized on the balance sheet
of the lessee.

"Capitalized Lease Obligations" means, for any Person, the amount of such
Person's liabilities under Capital Leases determined at any date in accordance
with GAAP.

"Code" means the Internal Revenue Code of 1986, as amended.

"Commitments" means the Credit Facility Commitments.

"Compliance Certificate" means a certificate in the form of Exhibit B
hereto.

"Consolidated Capitalization" means Consolidated Net Worth plus
Indebtedness of the Borrower.

"Consolidated Current Liabilities" means such liabilities of the Borrower
on a consolidated basis as shall be determined in accordance with GAAP to
constitute current liabilities.

"Consolidated Net Income" means, for any period, the net income (or net
loss) of the Borrower for such period computed on a consolidated basis in
accordance with GAAP.

"Consolidated Net Tangible Assets" means, as of the date of determination
thereof, Consolidated Total Assets as of such date less the sum of (i)
Consolidated Current Liabilities and (ii) Intangible Assets.

"Consolidated Net Worth" means, as of the date of determination thereof,
the amount which would be reflected as stockholders' equity upon a consolidated
balance sheet of the Borrower (determined in accordance with GAAP) prior to
making any adjustment thereto in connection with the account entitled "currency
translation account" on such balance sheet.

"Consolidated Total Assets" means, as of the date of determination thereof,
the total amount of all assets of the Borrower determined on a consolidated
basis in accordance with GAAP.

"Contractual Obligation" means, as to any Person, any provision of any
security issued by such Person or of any agreement, instrument or undertaking to
which such Person is a party or by which it or any of its Property is bound.

"Controlled Group" means all members of a controlled group of corporations
and all trades and businesses (whether or not incorporated) under common control
that, together with the Borrower or any of its Subsidiaries, are treated as a
single employer under Section 414 of the Code.

"Credit Documents" means this Agreement and the Notes.

3

8

"Credit Event" means the advancing of any Loan or the continuation of or
conversion into a Eurocurrency Loan.

"Credit Facility" is defined in the Recitals hereof.

"Credit Facility Commitment" is defined in Section 2.1 hereof.

"Default" means any event or condition the occurrence of which would, with
the passage of time or the giving of notice, or both, constitute an Event of
Default.

"Disbursement" is defined in Section 2.1 hereof.

"Effective Date" means the date of this Agreement.

"Environmental Law" means the Comprehensive Environmental Response,
Compensation and Liability Act, 42 U.S.C. Section 9601 et seq., the Resource
Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq., the Hazardous
Materials Transportation Act, 49 U.S.C. Section 1802 et seq., the Toxic
Substances Control Act, 15 S.C. Section 2601 et seq., the Federal Water
Pollution Control Act, 33 U.S.C. Section 1252 et seq., the Clean Water Act, 33
U.S.C. Section 1321 et seq., the Clean Air Act, 42 U.S.C. Section 7401 et seq.,
and any other federal, state, county, municipal, local or other statute, law,
ordinance or regulation which may relate to or deal with human health or the
environment, all as may be from time to time amended.

"Equity Offering" has the meaning assigned to it in Section 2.8(c).

"ERISA" is defined in Section 5.9 hereof.

"Eurocurrency Loan" means a Loan bearing interest prior to maturity at the
rate specified in Section 2.3(b) hereof.

"Eurocurrency Margin" means 0.80% subject to Section 2.9 hereof.

"Eurocurrency Reserve Percentage" is defined in Section 2.3(b) hereof.

"Event of Default" means any of the events or circumstances specified in
Section 8.1 hereof.

"Existing Credit Agreement" means that certain 364-Day Revolving Credit
Agreement dated as of March 9, 2001 among NRG Energy, Inc., the Financial
Institutions party thereto and ABN AMRO Bank N.V. as Agent.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Facility Fee Rate" means 0.10%.

"Federal Funds Rate" means the fluctuating interest rate per annum
described in part (x) of clause (ii) of the definition of Base Rate set forth in
Section 2.3(a) hereof.

4

9

"Fee Letter" means the fee letter of even date herewith among the Borrower
and the Banks.

"GAAP" means generally accepted accounting principles as in effect in the
United States from time to time, applied by the Borrower and its Subsidiaries on
a basis consistent with the preparation of the Borrower's financial statements
furnished to the Banks.

"Granting Bank" has the meaning specified in Section 11.12(b)

"Guaranty" by any Person means all obligations (other than endorsements in
the ordinary course of business of negotiable instruments for deposit or
collection) of such Person guaranteeing or in effect guaranteeing any
Indebtedness, dividend or other obligation (including, without limitation,
limited or full recourse obligations in connection with sales of receivables or
any other Property) of any other Person (the "primary obligor") in any manner,
whether directly or indirectly, including, without limitation, all obligations
incurred through an agreement, contingent or otherwise, by such Person: (i) to
purchase such Indebtedness or obligation or any Property or assets constituting
security therefore, (ii) to advance or supply funds (x) for the purchase or
payment of such Indebtedness or obligation, or (y) to maintain working capital
or other balance sheet condition, or otherwise to advance or make available
funds for the purchase or payment of such Indebtedness or obligation, or (iii)
to lease property or to purchase Securities or other property or services
primarily for the purpose of assuring the owner of such Indebtedness or
obligation of the ability of the primary obligor to make payment of the
Indebtedness or obligation, or (iv) otherwise to assure the owner of the
Indebtedness or obligation of the primary obligor against loss in respect
thereof. For the purpose of all computations made under this Agreement, the
amount of a Guaranty in respect of any obligation shall be deemed to be equal to
the maximum aggregate amount of such obligation or, if the Guaranty is limited
to less than the full amount of such obligation, the maximum aggregate potential
liability under the terms of the Guaranty. Notwithstanding anything in this
definition to the contrary, a Person's support of its subsidiary's obligation to
(a) make equity contributions or (b) pay liquidated damages under an operating
and maintenance agreement should such subsidiary fail to comply with the terms
thereof shall not be considered a "Guaranty" by such Person.

"Hazardous Material" means any substance or material which is hazardous or
toxic, and includes, without limitation, (a) asbestos, polychlorinated
biphenyls, dioxins and petroleum or its by-products or derivatives (including
crude oil or any fraction thereof) and (b) any other material or substance
classified or regulated as "hazardous" or "toxic" pursuant to any Environmental
Law.

"Indebtedness" means and includes, for any Person, all obligations of such
Person, without duplication, which are required by GAAP to be shown as
liabilities on its balance sheet, and in any event shall include all of the
following whether or not so shown as liabilities: (i) obligations of such Person
for borrowed money, (ii) obligations of such Person representing the deferred
purchase price of property or services, (iii) obligations of such Person
evidenced by notes, acceptances, or other instruments of such Person or 

5

10

arising out of letters of credit issued for such Person's account, (iv)
obligations, whether or not assumed, secured by Liens or payable out of the
proceeds or production from Property now or hereafter owned or acquired by such
Person, (v) Capitalized Lease Obligations of such Person and (vi) obligations
for which such Person is obligated pursuant to a Guaranty. All calculations of
the Indebtedness of any Person (and the components thereof) shall be performed
on a consolidated basis, provided, that Indebtedness shall not include
obligations which are required by GAAP to be shown as liabilities on such
Person's balance sheet, but which are non-recourse to such Person.

"Interest Period" is defined in Section 2.6 hereof.

"Intangible Assets" means, as of the date of determination thereof, all
assets of the Borrower properly classified as intangible assets determined on a
consolidated basis in accordance with GAAP.

"Lending Office" is defined in Section 9.4 hereof.

"LIBOR" is defined in Section 2.3(b) hereof.

"LIBOR Index Rate" is defined in Section 2.3(b) hereof.

"Lien" means any interest in Property securing an obligation owed to, or a
claim by, a Person other than the owner of the Property, whether such interest
is based on the common law, statute or contract, including, but not limited to,
the security interest lien arising from a mortgage, encumbrance, pledge,
conditional sale, security agreement or trust receipt, or a lease, consignment
or bailment for security purposes. The term "Lien" shall also include
reservations, exceptions, encroachments, easements, rights of way, covenants,
conditions, restrictions, leases and other title exceptions and encumbrances
affecting Property. For the purposes of this definition, a Person shall be
deemed to be the owner of any Property which it has acquired or holds subject to
a conditional sale agreement, Capital Lease or other arrangement pursuant to
which title to the Property has been retained by or vested in some other Person
for security purposes, and such retention of title shall constitute a "Lien."

"Loan" means each Disbursement and each Borrowing of a Base Rate Loan or
Eurocurrency Loan, each of which is a "type" of Loan hereunder.

"Material Adverse Effect" means any material adverse change in, or any
adverse development which materially affects or could reasonably be expected to
affect, the business, financial position or results of operations of the
Borrower and its Subsidiaries, taken as a whole, or the ability of the Borrower
to perform its obligations under the Credit Documents to which it is a party.

"Material Subsidiary" means a Subsidiary of the Borrower whose total assets
represent at least 5% of the total assets of the Borrower and its Subsidiaries
determined based upon the most recent financial statements delivered pursuant to
Section 7.6 (as determined in accordance with GAAP).

6

11

"Maturity Date" means June 21, 2002.

"Minimum Consolidated Net Worth" means an amount, as of any determination
thereof, equal to the sum of $1,500,000,000 plus 25% of Consolidated Net Income
for the period from and including July 1, 2000 to such determination date but
which amount shall in no event be less than $1,500,000,000.

"Non-Conforming Period" is defined in Section 7.13 hereof.

"Note" is defined in Section 2.11(a) hereof.

"Obligations" means all fees payable hereunder, all obligations of the
Borrower to pay principal or interest on Loans and all other payment obligations
of the Borrower arising under or in relation to any Credit Document.

"Percentage" means, for each Bank, the percentage of the Total Credit
Facility represented by such Bank's Credit Facility Commitment or, if the
Commitments have been terminated, the percentage held by such Bank of the
aggregate principal amount of all outstanding Obligations.

"Person" means an individual, partnership, corporation, association, trust,
unincorporated organization or any other entity or organization, including a
government or any agency or political subdivision thereof.

"Plan" means at any time an employee pension benefit plan covered by Title
IV of ERISA or subject to the minimum funding standards under Section 412 of the
Code that is either (i) maintained by a member of the Controlled Group or (ii)
maintained pursuant to a collective bargaining agreement or any other
arrangement under which more than one employer makes contributions and to which
a member of the Controlled Group is then making or accruing an obligation to
make contributions or has within the preceding five plan years made
contributions.

"PBGC" is defined in Section 5.9 hereof.

"Project Finance Subsidiary" means any special purpose Subsidiary of the
Borrower formed solely to facilitate the financing of the assets of such
Subsidiary, and as to which the recourse of any creditors of such Subsidiary is
limited solely to such assets and the stock or other equity interest of such
Subsidiary.

"Property" means any interest in any kind of property or asset, whether
real, personal or mixed, or tangible or intangible, whether now owned or
hereafter acquired.

"PUHCA" is defined in Section 5.7 hereof.

"Rating" means the rating given to senior unsecured non-credit enhanced
debt obligations of the Borrower by Moody's Investors Service, Inc. and Standard
& Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. and any
successors thereto.

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"Reference Bank" means Credit Suisse First Boston.

"Replaceable Bank" is defined in Section 11.13(iii).

"Replacement Bank" is defined in Section 11.13(iii).

"Required Banks" means, as of the date of determination thereof, Banks
holding 100% of the Percentages.

"SEC" means the Securities and Exchange Commission.

"Security" has the same meaning as in Section 2(l) of the Securities Act of
1933, as amended.

"SPC" has the meaning assigned to it in Section 11.12(b).

"Subsidiary" means, as to any Person, any active, domestic corporation or
other entity of which one hundred percent (100%) of the outstanding stock or
comparable equity interests having ordinary voting power for the election of the
Board of Directors of such corporation or similar governing body in the case of
a non corporation (irrespective of whether or not, at the time, stock or other
equity interest of any other class or classes of such corporation or other
entity shall have or might have voting power by reason of the happening of any
contingency) is at the time directly owned by such Person.

"Telerate Service" means the Dow Jones Telerate Service.

"Termination Date" means June 21, 2002.

"Total Credit Facility Commitments" is defined in Section 2.1 hereof.

"Unfunded Vested Liabilities" means, with respect to any Plan at any time,
the amount (if any) by which (i) the present value of all vested nonforfeitable
accrued benefits under such Plan exceeds (ii) the fair market value of all Plan
assets allocable to such benefits, all determined as of the then most recent
valuation date for such Plan, but only to the extent that such excess represents
a potential liability of a member of the Controlled Group to the PBGC or the
Plan under Title IV of ERISA.

"U.S. Dollars" and "$" each means the lawful currency of the United States
of America.

"Welfare Plan" means a "welfare plan," as defined in Section 3(1) of ERISA.

"Wholly-Owned" when used in connection with any Subsidiary of the Borrower
means a Subsidiary of which all of the issued and outstanding shares of stock or
other equity interests (other than directors' qualifying shares as required by
law) shall be owned by the Borrower and/or one or more of its Wholly-Owned
Subsidiaries.

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Section 1.2 Interpretation. The foregoing definitions shall be equally
applicable to both the singular and plural forms of the terms defined. All
references to times of day in this Agreement shall be references to Eastern
Standard Time unless otherwise specifically provided. Where the character or
amount of any asset or liability or item of income or expense is required to be
determined or any consolidation or other accounting computation is required to
be made for the purposes of this Agreement, the same shall be done in accordance
with GAAP, to the extent applicable, except where such principles are
inconsistent with the specific provisions of this Agreement.

SECTION 2. THE CREDIT FACILITY.

Section 2.1 The Credit Facility Commitments. General Terms. Subject to the
terms and conditions hereof, and prior to the Maturity Date, each Bank severally
and not jointly agrees to make a disbursement or disbursements (individually a
"Disbursement" and collectively "Disbursements") to the Borrower (but not to
exceed a total of five (5) Disbursements) in U.S. Dollars up to the amount of
its Credit Facility commitment set forth on the applicable signature page hereof
(such amount, as reduced pursuant to Section 2.13 or changed as a result of one
or more assignments under Section 11.12 or 11.13(iii), its "Credit Facility
Commitment" and, cumulatively for all the Banks, the "Total Credit Facility
Commitments"). The aggregate amount of Loans at any time outstanding shall not
exceed the Total Credit Facility Commitments in effect at such time. Each
Borrowing of Loans shall be made ratably from the Banks in proportion to their
respective Percentages. As provided in Section 2.5(a) hereof, the Borrower may
elect that each Borrowing of Loans be either Base Rate Loans or Eurocurrency
Loans. The initial amount of Total Credit Facility Commitments under this
Agreement equals $600,000,000. The amount of the Total Credit Facility
Commitments shall be reduced by the amount of any Equity Offering.

Section 2.2 No Reborrowing. Once repaid hereunder, the principal amount of
any Loan may not be reborrowed.

Section 2.3 Applicable Interest Rates.

(a) Base Rate Loans. Each Base Rate Loan made or maintained by a Bank
shall bear interest during each Interest Period it is outstanding computed
on the basis of a year of 365 or 366 days, as applicable, and actual days
elapsed on the unpaid principal amount thereof from the date such Loan is
advanced, continued or created by conversion from a Eurocurrency Loan until
maturity (whether by acceleration or otherwise) at a rate per annum equal
to the sum of the Applicable Margin plus the Base Rate from time to time in
effect, payable on the last day of its Interest Period and at maturity
(whether by acceleration or otherwise).

"Base Rate" means for any day the greater of:

(i) the rate of interest announced by Citibank, N.A. at its
offices in New York, New York, from time to time as its prime 

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14
rate, or equivalent, for U.S. Dollar loans as in effect on such day,
with any change in the Base Rate resulting from a change in said prime
rate to be effective as of the date of the relevant change in said
prime rate; and

(ii) the sum of (x) the rate determined by the Agent to be the
prevailing rate per annum (rounded upwards, if necessary, to the
nearest one hundred-thousandth of a percentage point) at approximately
10:00 a.m. (New York time) (or as soon thereafter as is practicable)
on such day (or, if such day is not a Business Day, on the immediately
preceding Business Day) for the purchase at face value of overnight
Federal funds, as published by the Federal Reserve Bank of New York,
in an amount comparable to the principal amount owed to the Agent for
which such rate is being determined, plus (y) 1/2 of 1% (0.50%).

(b) Eurocurrency Loans. Each Eurocurrency Loan made or maintained by a
Bank shall bear interest during each Interest Period it is outstanding
(computed on the basis of a year of 360 days and actual days elapsed) on
the unpaid principal amount thereof from the date such Loan is advanced,
continued, or created by conversion from a Base Rate Loan until maturity
(whether by acceleration or otherwise) at a rate per annum equal to the sum
of the Applicable Margin plus the Adjusted LIBOR applicable for such
Interest Period, payable on the last day of the Interest Period and at
maturity (whether by acceleration or otherwise), and, if the applicable
Interest Period is longer than three months, on each day occurring every
three months after the commencement of such Interest Period. All payments
of principal and interest on a Loan (whether a Base Rate Loan or
Eurocurrency Loan) shall be made in U.S. Dollars.

"Adjusted LIBOR" means, for any Borrowing of Eurocurrency Loans, a rate per
annum determined in accordance with the following formula:

Adjusted LIBOR =                 LIBOR             
------------------------------------
1 - Eurocurrency Reserve Percentage

"LIBOR" means, for an Interest Period, (a) the LIBOR Index Rate for such
Interest Period as from time to time quoted by the Telerate Service, if such
rate is available, and (b) if the LIBOR Index Rate is not quoted by the Telerate
Service, the rate of interest per annum (rounded upwards, if necessary, to the
nearest one-sixteenth of one percent) at which deposits in U.S. Dollars in
immediately available funds are offered to the Reference Bank at 11:00 a.m.
(London, England time) two (2) Business Days before the beginning of such
Interest Period by major banks in the interbank eurocurrency market for delivery
on the first day of and for a period equal to such Interest Period in an amount
equal or comparable to the principal amount of the Eurocurrency Loan scheduled
to be made by the Agent as part of such Borrowing.

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15

"LIBOR Index Rate" means, for any Interest Period, the rate per annum
(rounded upwards, if necessary, to the next higher one-sixteenth of one percent)
for deposits in U.S. Dollars for delivery on the first day of and for a period
equal to such Interest Period in an amount equal or comparable to the principal
amount of the Eurocurrency Loan scheduled to be made by the Agent as part of
such Borrowing, which appears on the Applicable Telerate Page, as of 11:00 a.m.
(London, England time) on the day two (2) Business Days before the commencement
of such Interest Period.

"Applicable Telerate Page" means the display page designated as "Page 3750"
on the Telerate Service (or such other page as may replace such pages, as
appropriate, on that service or such other service as may be nominated by the
British Bankers' Association as the information vendor for the purpose of
displaying British Bankers' Association Interest Settlement Rates for deposits
in U.S. Dollars).

"Eurocurrency Reserve Percentage" means the daily average for the
applicable Interest Period of the maximum rate, expressed as a decimal, at which
reserves (including, without limitation, any supplemental, marginal and
emergency reserves) are imposed during such Interest Period by the Board of
Governors of the Federal Reserve System (or any successor) on "eurocurrency
liabilities," as defined in such Board's Regulation D (or in respect of any
other category of liabilities that includes deposits by reference to which the
interest rate is determined or any category of extensions of credit or other
assets that include loans by non-United States offices of any Bank to United
States residents), subject to any amendments of such reserve requirement by such
Board or its successor, taking into account any transitional adjustments
thereto. For purposes of this definition, the Eurocurrency Loans shall be deemed
to be "eurocurrency liabilities" as defined in Regulation D without benefit or
credit for any prorations, exemptions or offsets under Regulation D.

(c) Rate Determinations. The Agent shall determine each interest rate
applicable to Obligations, and a determination thereof by the Agent shall
be conclusive and binding except in the case of manifest error.

Section 2.4 Minimum Borrowing Amounts. Each Borrowing of Base Rate Loans
and Eurocurrency Loans denominated in U.S. Dollars shall be in an amount not
less than $10,000,000 and in integral multiples of $10,000,000.

Section 2.5 Manner of Borrowing Loans and Designating Interest Rates
Applicable to Loans.

(a) Notice to the Agent. The Borrower shall give written notice to the
Agent by no later than 11:00 a.m. (New York time) (i) at least three (3)
Business Days before the date on which the Borrower requests the Banks to
advance a Borrowing of Eurocurrency Loans and (ii) on the date the Borrower
requests the Banks to advance a Borrowing of Base Rate Loans. The Loans
included in each Borrowing shall bear interest initially at the type of
rate specified in such notice of a new Borrowing. Thereafter, the Borrower
may from time to time elect to change or continue the type of interest rate
borne by each Borrowing or, subject to 

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Section 2.4's minimum amount requirement for each outstanding Borrowing, a
portion thereof, as follows: (i) if such Borrowing is of Eurocurrency
Loans, on the last day of the Interest Period applicable thereto, the
Borrower may continue part or all of such Borrowing as Eurocurrency Loans
for an Interest Period or Interest Periods specified by the Borrower or
convert part or all of such Borrowing into Base Rate Loans, (ii) if such
Borrowing is of Base Rate Loans, on any Business Day, the Borrower may
convert all or part of such Borrowing into Eurocurrency Loans for an
Interest Period or Interest Periods specified by the Borrower. The Borrower
shall give all such notices requesting the advance, continuation, or
conversion of a Borrowing to the Agent by telephone or telecopy (which
notice shall be irrevocable once given and, if by telephone, shall be
promptly confirmed in writing). Notices of the continuation of a Borrowing
of Eurocurrency Loans for an additional Interest Period or of the
conversion of part or all of a Borrowing of Eurocurrency Loans into Base
Rate Loans or of Base Rate Loans into Eurocurrency Loans must be given by
no later than 11:00 a.m. (New York time) at least three (3) Business Days
before the date of the requested continuation or conversion. All such
notices concerning the advance, continuation, or conversion of a Borrowing
shall specify the date of the requested advance, continuation or conversion
of a Borrowing (which shall be a Business Day), the amount of the requested
Borrowing to be advanced, continued, or converted, the type of Loans to
comprise such new, continued or converted Borrowing and, if such Borrowing
is to be comprised of Eurocurrency Loans, the Interest Period applicable
thereto. The Borrower agrees that the Agent may rely on any such telephonic
or telecopy notice given by any person it in good faith believes is an
Authorized Representative without the necessity of independent
investigation, and in the event any such notice by telephone conflicts with
any written confirmation, such telephonic notice shall govern if the Agent
has acted in reliance thereon. There may be no more than five different
Interest Periods in effect at any one time.

(b) Notice to the Banks. The Agent shall give prompt telephonic or
telecopy notice to each Bank of any notice from the Borrower received
pursuant to Section 2.5(a) above. The Agent shall give notice to the
Borrower and each Bank by like means of the interest rate applicable to
each Borrowing of Eurocurrency Loans and the amount thereof.

(c) Borrower's Failure to Notify. Any outstanding Borrowing of Base
Rate Loans shall, subject to Section 6.2 hereof, automatically be continued
for an additional Interest Period on the last day of its then current
Interest Period unless the Borrower has notified the Agent within the
period required by Section 2.5(a) that it intends to convert such Borrowing
into a Borrowing of Eurocurrency Loans or notifies the Agent within the
period required by Section 2.8(a) that it intends to prepay such Borrowing.
If the Borrower fails to give notice pursuant to Section 2.5(a) above of
the continuation or conversion of any outstanding principal amount of a
Borrowing of Eurocurrency Loans before the last day of its then current
Interest Period within the period required by Section 2.5(a) and has not
notified the Agent within the period required by Section 2.8(a) that it
intends to 

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prepay such Borrowing, such Borrowing shall automatically be converted into
a Borrowing of Base Rate Loans, subject to Section 6.2 hereof.

(d) Disbursement of Loans. Not later than 12:00 p.m. (New York time)
on the date of any requested advance of a new Borrowing of Eurocurrency
Loans, and not later than 1:00 p.m. (New York time) on the date of any
requested advance of a new Borrowing of Base Rate Loans, subject to Section
6 hereof, each Bank shall make available its Loan comprising part of such
Borrowing in funds immediately available at the principal office of the
Agent in New York, New York. The Agent shall make available to the Borrower
Loans at the Agent's principal office in New York, New York or such other
office as the Agent has previously agreed to, in writing, with the
Borrower.

(e) Agent Reliance on Bank Funding. Unless the Agent shall have been
notified by a Bank before the date on which such Bank is scheduled to make
payment to the Agent of the proceeds of a Loan (which notice shall be
effective upon receipt) that such Bank does not intend to make such
payment, the Agent may assume that such Bank has made such payment when due
and the Agent may in reliance upon such assumption (but shall not be
required to) make available to the Borrower the proceeds of the Loan to be
made by such Bank and, if any Bank has not in fact made such payment to the
Agent, such Bank shall, on demand, pay to the Agent the amount made
available to the Borrower attributable to such Bank together with interest
thereon in respect of each day during the period commencing on the date
such amount was made available to the Borrower and ending on (but
excluding) the date such Bank pays such amount to the Agent at a rate per
annum equal to the Federal Funds Rate. If such amount is not received from
such Bank by the Agent immediately upon demand, the Borrower will, on
demand, repay to the Agent the proceeds of the Loan attributable to such
Bank with interest thereon at a rate per annum equal to the interest rate
applicable to the relevant Loan.

Section 2.6 Interest Periods. As provided in Section 2.5(a) hereof, at the
time of each request to advance, continue, or create by conversion a Borrowing
of Eurocurrency Loans, the Borrower shall select an Interest Period applicable
to such Loans from among the available options. The term "Interest Period" means
the period commencing on the date a Borrowing of Loans is advanced, continued,
or created by conversion and ending: (a) in the case of Base Rate Loans, on the
last Business Day of the calendar quarter in which such Borrowing is advanced,
continued, or created by conversion (or on the last day of the following
calendar quarter if such Loan is advanced, continued or created by conversion on
the last Business Day of a calendar quarter), and (b) in the case of
Eurocurrency Loans, 1, 2, 3, or 6 months thereafter; provided, however, that:

(a) any Interest Period for a Borrowing of Base Rate Loans that
otherwise would end after the Maturity Date shall end on the Maturity Date;

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(b) for any Borrowing of Eurocurrency Loans, the Borrower may not
select an Interest Period that extends beyond the Maturity Date;

(c) whenever the last day of any Interest Period would otherwise be a
day that is not a Business Day, the last day of such Interest Period shall
be extended to the next succeeding Business Day, provided that, if such
extension would cause the last day of an Interest Period for a Borrowing of
Eurocurrency Loans to occur in the following calendar month, the last day
of such Interest Period shall be the immediately preceding Business Day;
and

(d) for purposes of determining an Interest Period for a Borrowing of
Eurocurrency Loans, a month means a period starting on one day in a
calendar month and ending on the numerically corresponding day in the next
calendar month; provided, however, that if there is no numerically
corresponding day in the month in which such an Interest Period is to end
or if such an Interest Period begins on the last Business Day of a calendar
month, then such Interest Period shall end on the last Business Day of the
calendar month in which such Interest Period is to end.

Section 2.7 Maturity of Loans. Unless an earlier maturity is provided for
hereunder (whether by acceleration or otherwise), each Loan shall mature and
become due and payable by the Borrower on the Maturity Date.

Section 2.8 Prepayments.

(a) The Borrower may prepay without premium or penalty and in whole or
in part (but, if in part, then: (i) if such Borrowing is of Base Rate
Loans, in an amount not less than $1,000,000, (ii) if such Borrowing is of
Eurocurrency Loans in an amount not less than $1,000,000, and (iii) in an
amount such that the minimum amount required for a Borrowing pursuant to
Section 2.4 hereof remains outstanding) any Borrowing of Eurocurrency Loans
upon three Business Days prior notice to the Agent or, in the case of a
Borrowing of Base Rate Loans, notice delivered to the Agent no later than
11:00 a.m. (New York time) on the date of prepayment, such prepayment to be
made by the payment of the principal amount to be prepaid and accrued
interest thereon to the date fixed for prepayment. In the case of
Eurocurrency Loans, such prepayment may only be made on the last day of the
Interest Period then applicable to such Loans. The Agent will promptly
advise each Bank of any such prepayment notice it receives from the
Borrower.

(b) If the aggregate principal amount of outstanding Loans shall at
any time for any reason exceed the Total Credit Facility Commitments then
in effect, the Borrower shall, immediately and without notice or demand,
pay the amount of such excess to the Agent for the ratable benefit of the
Banks as a prepayment of the Loans. Immediately upon determining the need
to make any such prepayment the Borrower shall notify the Agent of such
required prepayment.

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(c) The Borrower shall apply all the net proceeds of any public or
private sale of equity securities, issuance of securities that are
convertible into stock, any equity-linked offering or any other equity
offering made by the Borrower (collectively, an "Equity Offering") to
prepayment of the Loans.

(d) Each such prepayment shall be accompanied by a payment of all
accrued and unpaid interest on the Loans prepaid and shall be subject to
Section 2.12.

Section 2.9 Repricing Events.

(a) In the event that the Rating of the Borrower is downgraded by
either of Moody's Investors Service, Inc. or Standard & Poor's Ratings
Services or any successors thereto from the Rating in effect on the
Effective Date, the Base Rate Margin, Eurocurrency Margin and Facility Fee
Rate shall be increased from the Base Rate Margin, Eurocurrency Margin and
Facility Fee Rate then in effect by, respectively, .50%, .50% and .25%,
with effect from the date of issuance of such Rating downgrade and for so
long as such lower Rating is in effect.

(b) For so long as any Obligations remain outstanding hereunder on and
after January 1, 2002, the Base Rate Margin, Eurocurrency Margin and
Facility Fee Rate shall be increased from the Base Rate Margin,
Eurocurrency Margin and Facility Fee Rate then in effect by, respectively,
.25%, .30%, and .05%, with effect from January 1, 2002.

Section 2.10 Default Rate. If any payment of any Obligation is not made
when due (whether by acceleration or otherwise), such Obligation shall bear
interest, computed on the basis of a year of 360 days and actual days elapsed
(except for Base Rate Loans bearing interest based on the rate described in
clause (i) of the definition of Base Rate, in which case such Loan shall bear
interest computed on the basis of a year of 365 or 366 days, as applicable, and
the actual number of days elapsed) from the date such payment was due until paid
in full, payable on demand, at a rate per annum equal to:

(a) for any Obligation other than a Eurocurrency Loan, the sum of two
percent (2%) plus the Base Rate Margin plus the Base Rate from time to time
in effect; and

(b) for any Eurocurrency Loan, the sum of two percent (2%) plus the
rate of interest in effect thereon at the time of such default until the
end of the Interest Period applicable thereto and, thereafter, at a rate
per annum equal to the sum of two percent (2%) plus the Base Rate Margin
plus the Base Rate from time to time in effect.

Section 2.11 The Notes.

(a) The Loans made to the Borrower by a Bank shall be evidenced by a
single promissory note of the Borrower issued to such Bank in the form of

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Exhibit A hereto. Each such promissory note is hereinafter referred to as a
"Note" and collectively such promissory notes are referred to as the
"Notes."

(b) Each Bank shall record on its books and records or on a schedule
to its Note the amount of each Loan advanced, continued, or converted by
it, all payments of principal and interest and the principal balance from
time to time outstanding thereon, the type of such Loan, and, for any
Eurocurrency Loan, the Interest Period and the interest rate applicable
thereto. The record thereof, whether shown on such books and records of a
Bank or on a schedule to any Note, shall be prima facie evidence as to all
such matters; provided, however, that the failure of any Bank to record any
of the foregoing or any error in any such record shall not limit or
otherwise affect the obligation of the Borrower to repay all Loans made to
it hereunder together with accrued interest thereon. At the request of any
Bank and upon such Bank tendering to the Borrower the Note to be replaced,
the Borrower shall furnish a new Note to such Bank to replace any
outstanding Note, and at such time the first notation appearing on a
schedule on the reverse side of, or attached to, such Note shall set forth
the aggregate unpaid principal amount of all Loans, if any, then
outstanding thereon.

Section 2.12 Funding Indemnity. If any Bank shall incur any loss, cost or
expense (including, without limitation, any loss of profit, and any loss, cost
or expense incurred by reason of the liquidation or re-employment of deposits or
other funds acquired by such Bank to fund or maintain any Eurocurrency Loan or
the relending or reinvesting of such deposits or amounts paid or prepaid to such
Bank) as a result of:

(a) any payment (whether by acceleration or otherwise), prepayment or
conversion of a Eurocurrency Loan on a date other than the last day of its
Interest Period,

(b) any failure (because of a failure to meet the conditions of
Section 6 or otherwise) by the Borrower to borrow or continue a
Eurocurrency Loan, or to convert a Base Rate Loan into a Eurocurrency Loan,
on the date specified in a notice given pursuant to Section 2.5(a) or
established pursuant to Section 2.5(c) hereof,

(c) any failure by the Borrower to make any payment of principal on
any Eurocurrency Loan (x) when due (whether by acceleration or otherwise),
or (y) on the date specified in a notice of prepayment, or

(d) any acceleration of the maturity of a Eurocurrency Loan as a
result of the occurrence of any Event of Default hereunder,

then, upon the demand of such Bank, the Borrower shall pay to such Bank such
amount as will reimburse such Bank for such loss, cost or expense. If any Bank
makes such a claim for compensation, it shall provide to the Borrower, with a
copy to the Agent, a certificate executed by an officer of such Bank setting
forth the amount of such loss, cost or expense in reasonable detail (including
an explanation of the basis for and the 

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computation of such loss, cost or expense) and the amounts shown on such
certificate if reasonably calculated shall be conclusive absent manifest error.

Section 2.13 Commitment Terminations. The Borrower shall have the right at
any time and from time to time, upon five (5) Business Days prior written notice
to the Agent, to terminate the Credit Facility Commitments without premium or
penalty, in whole or in part, any partial termination to be (i) in an amount not
less than $5,000,000, and (ii) allocated ratably among the Banks in proportion
to their respective Percentages, provided that the Credit Facility Commitments
may not be reduced to an amount less than the amount of all Loans then
outstanding. The Agent shall give prompt notice to each Bank of any such
termination of Commitments. Any termination of Credit Facility Commitments
pursuant to this Section 2.13 may not be reinstated. In addition, that portion
of the Credit Facility Commitments that remains unused after the fifth
Disbursement (after giving effect to all Loans to be made on such fifth
Disbursement) shall be terminated and may not be reinstated. In addition, the
Banks shall have the right to terminate the Credit Facility Commitments if no
Disbursement has occurred on or before the Termination Date.

SECTION 3. FEES.

Section 3.1 Fees.

(a) Agent Fee. The Borrower shall pay, or cause to be paid, to the
Agent on the Effective Date the Agent Fee.

(b) Facility Fee. For the period from the Effective Date to and
including the Maturity Date, the Borrower shall pay to the Agent for the
ratable account of the Banks in accordance with their Percentages a
facility fee accruing at a rate per annum equal to the Facility Fee Rate on
the average daily amount of the Commitments (whether used or unused), or if
the Commitments have expired or terminated, on the principal amount of
Loans. Such facility fee is payable in arrears on the last Business Day of
each calendar quarter and on the Maturity Date, unless the Commitments are
terminated in whole on an earlier date, in which event the fee for the
period to but not including the date of such termination shall be paid in
whole on the date of such termination.

(c) Outstanding Fee. If any Obligations remain outstanding on December
31, 2001, the Borrower shall pay, or cause to be paid, to the Agent on that
date, for the ratable account of the Banks in accordance with their
Percentages, a fee equal to .10% of the amount of Obligations outstanding
on that date.

(d) Fee Calculations. All fees payable under this Agreement shall be
payable in U.S. Dollars and shall be computed on the basis of a year of 360
days, for the actual number of days elapsed. All determinations of the
amount of fees 

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owing hereunder (and the components thereof) shall be made by the Agent and
shall be conclusive absent manifest error.

SECTION 4. PLACE AND APPLICATION OF PAYMENTS.

Section 4.1 Place and Application of Payments. All payments of principal of
and interest on the Loans, and of all other amounts payable by the Borrower
under this Agreement, shall be made by the Borrower to the Agent by no later
than 1:00 p.m. (New York time) on the due date thereof at the principal office
of the Agent in New York, New York (or such other location in the United States
as the Agent may designate to the Borrower). Any payments received after such
time shall be deemed to have been received by the Agent on the next Business
Day. All such payments shall be made free and clear of, and without deduction
for, any set-off, counterclaim, levy, withholding or any other deduction of any
kind in U.S. Dollars, in immediately available funds at the place of payment.
The Agent will promptly thereafter cause to be distributed like funds relating
to the payment of principal or interest on Loans or applicable fees ratably to
the Banks and like funds relating to the payment of any other amount payable to
any Person to such Person, in each case to be applied in accordance with the
terms of this Agreement.

SECTION 5. REPRESENTATIONS AND WARRANTIES.

The Borrower hereby represents and warrants to each Bank as to itself and,
where the following representations and warranties apply to Subsidiaries, as to
each of its Subsidiaries, as follows:

Section 5.1 Corporate Organization and Authority. The Borrower and each of
its Subsidiaries is duly organized, validly existing and in good standing under
the laws of its jurisdiction of organization, except where such failure to be in
good standing would not, individually or in the aggregate, have a Material
Adverse Effect. Each is duly qualified to transact business in each jurisdiction
in which such qualification is required, whether by reason of ownership or
leasing of property or the conduct of business or otherwise, except where
failure to be so qualified would not, individually or in the aggregate, have a
Material Adverse Effect. Each has the power and authority required to own, lease
and operate its properties and to conduct its business as currently conducted,
except where failure to have such power and authority could not, individually or
in the aggregate, have a Material Adverse Effect.

Section 5.2 Subsidiaries. Schedule 5.2 (as updated quarterly pursuant to
Section 7.6(b) hereof or otherwise from time to time in writing by the Borrower)
hereto identifies each Subsidiary and the jurisdiction of its incorporation. All
of the issued and outstanding shares of capital stock of each Subsidiary are
validly issued and outstanding and fully paid and nonassessable except as set
forth on Schedule 5.2 hereto. All such shares owned by the Borrower are owned
beneficially, and of record, and, except in the case of any Project Finance
Subsidiary, free of any Lien.

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Section 5.3 Corporate Authority and Validity of Obligations. The Borrower
has full right and authority to enter into this Agreement and the other Credit
Documents to which it is a party, to make the borrowings herein provided for, to
issue its Notes in evidence thereof, and to perform all of its obligations under
the Credit Documents to which it is a party. Each Credit Document to which it is
a party has been duly authorized, executed and delivered by the Borrower and
constitutes valid and binding obligations of the Borrower enforceable in
accordance with its terms. No Credit Document, nor the performance or observance
by the Borrower of any of the matters or things therein provided for,
contravenes any provision of law or any charter or by-law provision of the
Borrower or any material Contractual Obligation of or affecting the Borrower or
any of its Properties or results in or requires the creation or imposition of
any Lien on any of the Properties or revenues of the Borrower.

Section 5.4 Financial Statements. All financial statements heretofore
delivered to the Banks showing historical performance of the Borrower for each
of the Borrower's fiscal years ending on or before December 31, 1999, and for
the Borrower's quarter ended September 30, 2000 have been prepared in accordance
with generally accepted accounting principles applied on a basis consistent,
except as otherwise noted therein, with that of the previous fiscal year. Each
of such financial statements fairly presents on a consolidated basis the
financial condition of the Borrower as of the dates thereof and the results of
operations for the periods covered thereby. The Borrower and its Subsidiaries
have no material contingent liabilities other than those disclosed in such
financial statements referred to in this Section 5.4 or in comments or footnotes
thereto, or in any report supplementary thereto, heretofore furnished to the
Banks. Since December 31, 1999, there has been no material adverse change in the
business, operations, Property or financial or other condition, or business
prospects, of the Borrower or any of its Subsidiaries.

Section 5.5 No Litigation; No Labor Controversies.

(a) Except as set forth on Schedule 5.5 (as updated quarterly pursuant
to Section 7.6(b) hereof or otherwise from time to time in writing by the
Borrower), there is no litigation or governmental proceeding pending, or to
the knowledge of the Borrower, threatened, against the Borrower or any
Subsidiary which, if adversely determined, could (individually or in the
aggregate) have a Material Adverse Effect.

(b) Except as set forth on Schedule 5.5 (as updated quarterly pursuant
to Section 7.6(b) hereof or otherwise from time to time in writing by the
Borrower), there are no labor controversies pending or, to the best
knowledge of the Borrower, threatened against the Borrower or any
Subsidiary which could have a Material Adverse Effect.

Section 5.6 Taxes. The Borrower and its Subsidiaries have filed all United
States federal tax returns, and all other tax returns, required to be filed and
have paid all taxes due pursuant to such returns or pursuant to any assessment
received by the Borrower or any Subsidiary, except such taxes, if any, as are
being contested in good 

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faith and for which adequate reserves have been provided. No notices of tax
liens have been filed and no claims are being asserted concerning any such
taxes, which liens or claims are material to the financial condition of the
Borrower or any of its Subsidiaries (individually or in the aggregate). The
charges, accruals and reserves on the books of the Borrower and its Subsidiaries
for any taxes or other governmental charges are adequate.

Section 5.7 Approvals. No authorization, consent, license, exemption,
filing or registration with any court or governmental department, agency or
instrumentality (including under the Public Utility Holding Company Act of 1935,
as amended ("PUHCA")), nor any approval or consent of the stockholders of the
Borrower or any Subsidiary or from any other Person, is necessary to the valid
execution, delivery or performance by the Borrower or any Subsidiary of any
Credit Document to which it is a party.

Section 5.8 Validity of Notes. When executed, authenticated and delivered
pursuant to the provisions of this Agreement against payment of the
consideration therefore, the Notes will be duly issued and will constitute
legal, valid and binding obligations of the Borrower, enforceable in accordance
with their terms, except for the effect of bankruptcy, insolvency,
reorganization, moratorium and other similar laws relating to or affecting the
rights of creditors generally, and will rank pari passu with all other
outstanding unsecured indebtedness of the Borrower.

Section 5.9 ERISA. With respect to each Plan, the Borrower and each other
member of the Controlled Group has fulfilled its obligations under the minimum
funding standards of and is in compliance in all material respects with the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and with
the Code to the extent applicable to it and has not incurred any liability to
the Pension Benefit Guaranty Corporation ("PBGC") or a Plan under Title IV of
ERISA other than a liability to the PBGC for premiums under Section 4007 of
ERISA. The Borrower does not have any contingent liabilities for any
post-retirement benefits under a Welfare Plan, other than liability for
continuation coverage described in Part 6 of Title I of ERISA.

Section 5.10 Government Regulation. Neither the Borrower nor any Subsidiary
is an "investment company" within the meaning of the Investment Company Act of
1940, as amended.

Section 5.11 Margin Stock; Use of Proceeds. Neither the Borrower nor any
Subsidiary is engaged principally, or as one of its primary activities, in the
business of extending credit for the purpose of purchasing or carrying margin
stock ("margin stock" to have the same meaning herein as in Regulation U of the
Board of Governors of the Federal Reserve System). The proceeds of the Loans are
to be used solely for the purposes set forth in and permitted by Section 7.10.
The Borrower will not use the proceeds of any Loan in a manner that violates any
provision of Regulation U or X of the Board of Governors of the Federal Reserve
System.

Section 5.12 Licenses and Authorizations; Compliance Laws. The Borrower and
each of its Subsidiaries has all necessary licenses, permits and governmental

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authorizations to own and operate its Properties and to carry on its business as
currently conducted and contemplated. The Borrower and each of its Subsidiaries
is in compliance with all applicable laws, regulations, ordinances and orders of
any governmental or judicial authorities except for any such law, regulation,
ordinance or order which, the failure to comply therewith, could not reasonably
be expected to have a Material Adverse Effect.

Section 5.13 Ownership of Property Liens. The Borrower and each Subsidiary
has good title to or valid leasehold interests in all its Property. None of the
Borrower's Property is subject to any Lien, except as permitted in Section 7.9.

Section 5.14 No Burdensome Restrictions; Compliance with Agreements.
Neither the Borrower nor any Subsidiary is (a) party or subject to any law,
regulation, rule or order, or any Contractual Obligation that (individually or
in the aggregate) could have a Material Adverse Effect or (b) in default in the
performance, observance or fulfillment of any of the obligations, covenants or
conditions contained in, nor has any event occurred (and is continuing) that
constitutes or would (whether or not with the giving of notice and/or with the
passage of time and/or the fulfillment of any other requirement) constitute, to
the knowledge of the Borrower, a default or any breach or failure to perform by
the Borrower under any indenture, mortgage, loan agreement, lease or other
agreement or instrument to which it is a party, which default could have a
Material Adverse Effect.

Section 5.15 Full Disclosure. All information heretofore furnished by the
Borrower to the Agent or any Bank for purposes of or in connection with the
Credit Documents or any transaction contemplated thereby is, and all such
information hereafter furnished by the Borrower to the Agent or any Bank will
be, true and accurate in all material respects and not misleading on the date as
of which such information is stated or certified.

SECTION 6. CONDITIONS PRECEDENT.

The obligation of each Bank to advance, continue, or convert any Loan shall
be subject to the following conditions precedent:

Section 6.1 Initial Credit Event. Each Bank's initial Disbursement is
subject to, in addition to the applicable conditions contained in Section 6.2,
(i) the satisfaction on or before the date of such Disbursement of the following
conditions precedent, each of which shall be satisfactory in form and substance
to Agent:

(a) The Agent shall have received (i) for each Bank the favorable
written opinion of counsel to the Borrower in substantially the form
attached hereto as Exhibit C and (ii) all fees payable on or prior to such
date pursuant to this Agreement and the Fee Letter;

(b) The Agent shall have received for each Bank copies of (i) the
Certificate of Incorporation, together with all amendments, and a
certificate of good standing, for the Borrower, both certified as of a date
not earlier than 20 

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days prior to the date hereof by the appropriate governmental officer of
the Borrower's jurisdiction of incorporation and (ii) the Borrower's bylaws
(or comparable constituent documents) and any amendments thereto, certified
by its Secretary or an Assistant Secretary;

(c) The Agent shall have received for each Bank copies of resolutions
of the Board of Directors of the Borrower authorizing the execution and
delivery of the Credit Documents and the consummation of the transactions
contemplated thereby together with specimen signatures of the persons
authorized to execute such documents on the Borrower's behalf, all
certified by its Secretary or Assistant Secretary;

(d) The Agent shall have received for each Bank such Bank's duly
executed Note of the Borrower dated the date hereof and otherwise in
compliance with the provisions of Section 2.11(a) hereof;

(e) The Agent shall have received for each Bank a list of the
Borrower's Authorized Representatives and such other documents as any Bank
may reasonably request;

(f) All legal matters incident to the execution and delivery of the
Credit Documents shall be satisfactory to the Banks;

(g) The Agent shall have received a certificate by the chief financial
officer, treasurer or corporate controller of the Borrower, stating that
(i) on the date of such Disbursement no Default or Event of Default has
occurred and is continuing and (ii) that all proceeds of the Loans will be
used to pay for costs incurred in connection with the acquisition of
certain generating assets from Conectiv and for other general corporate
purposes; and

(h) The long-term Rating of the Borrower shall be at least BBB- by
Standard & Poor's Rating Services and Baa3 by Moody's Investor Services,
Inc..

Section 6.2 All Credit Events. As of the time of each Credit Event
hereunder (including the date of the initial Disbursement):

(a) The Agent shall have received the notice required by Section 2.5
hereof;

(b) Each of the representations and warranties set forth in Section 5
hereof shall be and remain true and correct in all material respects as of
said time, taking into account any amendments to such Section (including,
without limitation, any amendments to the Schedules referenced therein)
made after the date of this Agreement in accordance with its provisions,
except that if any such representation or warranty relates solely to an
earlier date it need only remain true as of such date, provided that solely
for purposes of this Section 6.2(b) the representations relating to the
Borrower's Subsidiaries set forth in Section 5.2 

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hereof shall be deemed representations relating only to the Borrower's
Material Subsidiaries;

(c) The Borrower shall be in full compliance with all of the terms and
conditions of each Credit Document, and no Default or Event of Default
shall have occurred and be continuing or would occur as a result of such
Credit Event;

(d) No event of default by the Borrower has been declared and is
continuing under any existing debt agreements;

(e) Such Credit Event shall not violate any order, judgment or decree
of any court or other authority or any provision of law or regulation
applicable to any Bank (including, without limitation, Regulation U of the
Board of Governors of the Federal Reserve System); and

(f) The long-term rating of the Borrower shall be at least BBB - by
Standard & Poor's Rating Services and Baa3 by Moody's Investor Services,
Inc.

Each request for a Borrowing hereunder shall be deemed to be a
representation and warranty by the Borrower on the date of such Credit Event as
to the facts specified in paragraphs (b) and (c) of this Section 6.2, provided,
that solely in the case of a Credit Event which is a continuation of a previous
Borrowing, the Borrower shall not be deemed to have made any representation or
warranty with regard to the matters set forth in Section 5.5(a) and (b) hereof.

SECTION 7. COVENANTS.

The Borrower covenants and agrees that, so long as any Loan is outstanding
hereunder, or any Commitment is available to or in use by the Borrower
hereunder, except to the extent compliance in any case is waived in writing by
the Required Banks:

Section 7.1 Corporate Existence; Subsidiaries. The Borrower shall, and
shall cause each of its Subsidiaries to, preserve and maintain its corporate
existence, subject to the provisions of Section 7.11 hereof.

Section 7.2 Maintenance. The Borrower will maintain, preserve and keep its
plants, Properties and equipment necessary to the proper conduct of its business
in reasonably good repair, working order and condition and will from time to
time make all reasonably necessary repairs, renewals, replacements, additions
and betterments thereto so that at all times such plants, Properties and
equipment shall be reasonably preserved and maintained, and the Borrower will
cause each of its Subsidiaries to do so in respect of Property owned or used by
it; provided, however, that nothing in this Section 7.2 shall prevent the
Borrower or a Subsidiary from discontinuing the operation or maintenance of any
such Properties if such discontinuance is not disadvantageous to the Banks or
the holders of the Notes, and is, in the judgment of the Borrower, desirable in
the conduct of its business or the business of its Subsidiary.

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Section 7.3 Taxes. The Borrower will duly pay and discharge, and will cause
each of its Subsidiaries duly to pay and discharge, all taxes, rates,
assessments, fees and governmental charges upon or against it or against its
Properties, in each case before the same becomes delinquent and before penalties
accrue thereon, unless and to the extent that the same is being contested in
good faith by appropriate proceedings and reserves in conformity with GAAP have
been provided therefore on the books of the Borrower.

Section 7.4 ERISA. The Borrower will promptly pay and discharge all
obligations and liabilities arising under ERISA of a character which if unpaid
or unperformed might result in the imposition of a Lien against any of its
properties or assets and will promptly notify the Agent of (i) the occurrence of
any reportable event (as defined in ERISA) affecting a Plan, other than any such
event of which the PBGC has waived notice by regulation, (ii) receipt of any
notice from PBGC of its intention to seek termination of any Plan or appointment
of a trustee therefore, (iii) its intention to terminate or withdraw from any
Plan, and (iv) the occurrence of any event affecting any Plan which could result
in the incurrence by the Borrower of any material liability, fine or penalty, or
any material increase in the contingent liability of the Borrower under any
post-retirement Welfare Plan benefit. The Agent will promptly distribute to each
Bank any notice it receives from the Borrower pursuant to this Section 7.4.

Section 7.5 Insurance. The Borrower will insure, and keep insured, and will
cause each of its Subsidiaries to insure, and keep insured, with good and
responsible insurance companies, all insurable Property owned by it of a
character usually insured by companies similarly situated and operating like
Property. To the extent usually insured (subject to self-insured retentions) by
companies similarly situated and conducting similar businesses, the Borrower
will also insure, and cause each of its Subsidiaries to insure, employers' and
public and product liability risks with good and responsible insurance
companies. The Borrower will upon request of the Agent furnish to the Agent a
summary setting forth the nature and extent of the insurance maintained pursuant
to this Section 7.5.

Section 7.6 Financial Reports and Other Information.

(a) The Borrower will maintain a system of accounting in accordance
with GAAP and will furnish to the Banks and their respective duly
authorized representatives such information respecting the business and
financial condition of the Borrower and its subsidiaries as any Bank may
reasonably request; and without any request, the Borrower will furnish each
of the following to each Bank:

(i) within 120 days after the end of each fiscal year of the
Borrower, (A) a copy of the Borrower's audited financial statements
for such fiscal year, including the consolidated balance sheet of the
Borrower for such year and the related statement of income and
statement of cash flow, as certified by independent public accountants
of recognized national standing selected by the Borrower in accordance
with GAAP with such accountants 

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unqualified opinion to the effect that the financial statements have
been prepared in accordance with GAAP and present fairly in all
material respects in accordance with GAAP the consolidated financial
position of the Borrower and its subsidiaries as of the close of such
fiscal year and the results of their operations and cash flows for the
fiscal year then ended and that an examination of such accounts in
connection with such financial statements has been made in accordance
with generally accepted auditing standards and accordingly, such
examination included such tests of the accounting records and such
other auditing procedures as were considered necessary in the
circumstances; (B) a copy of the Borrower's unaudited consolidating
financials for such fiscal year, including a consolidating unaudited
balance sheet of the Borrower, and the related statement of income and
shall use its best efforts to provide a statement of cash flow in a
format acceptable to the Agent; all of the foregoing prepared by the
Borrower in reasonable detail in accordance with GAAP and certified by
the Borrower's chief financial officer, treasurer, vice president of
finance or corporate controller as fairly presenting the financial
condition as at the dates thereof and the results of operations for
the periods covered thereby;

(ii) within 60 days after the end of each of the first three
quarterly fiscal periods of the Borrower, a condensed consolidated
unaudited balance sheet of the Borrower, and the related statement of
income and statement of cash flow, as of the close of such period, all
of the foregoing prepared by the Borrower in reasonable detail in
accordance with GAAP and certified by the Borrower's chief financial
officer, treasurer, vice president of finance or corporate controller
as fairly presenting the financial condition as at the dates thereof
and the results of operations for the periods covered thereby (subject
to year end adjustments):

(iii) within the period provided in subsection (i) above, the
written statement of the accountants who certified the audit report
thereby required that in the course of their audit they have obtained
no knowledge of any Default or Event of Default, or, if such
accountants have obtained knowledge of any such Default or Event of
Default, they shall disclose in such statement the nature and period
of the existence thereof;

(iv) promptly after the sending or filing thereof, copies of all
proxy statements, financial statements and reports the Borrower sends
to its shareholders, and copies of all other regular, periodic and
special reports and all registration statements the Borrower files
with the SEC or any successor thereto, or with any national securities
exchanges.

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(b) Each financial statement furnished to the Banks pursuant to
subsection (i) or (ii) of Section 7.6(a) shall be accompanied by (A) a
written certificate signed by the Borrower's chief financial officer, vice
president of finance, corporate controller or treasurer (i) to the effect
that no Default or Event of Default has occurred during the period covered
by such statements or, if any such Default or Event of Default has occurred
during such period, setting forth a description of such Default or Event of
Default and specifying the action, if any, taken by the Borrower to remedy
the same, (ii) to the effect that the representations and warranties
contained in Section 5 hereof are true and correct in all material respects
as though made on the date of such certificate (other than those made
solely as of an earlier date, which need only remain true as of such date),
taking into account any amendments to such Section (including, without
limitation, any amendments to the Schedules referenced therein) made after
the date of this Agreement in accordance with its provisions and except as
otherwise described therein, (iii) notifying the Banks (x) of any
litigation or governmental proceeding of the type described in Section 5.5
hereof or (y) of any change in the information set forth on the Schedules
hereto and (B) a Compliance Certificate in the form of Exhibit B hereto
showing the Borrower's compliance with the covenants set forth in Sections
7.9, 7.11, 7.12 and 7.13 hereof.

(c) The Borrower will (i) promptly (and in any event within three
Business Days after an officer of the Borrower has knowledge thereof) give
notice to the Agent and each Bank (x) of the occurrence of any Default or
Event of Default or (y) of any payment default or payment event of default
aggregating $20,000,000 or more under any Contractual Obligation of the
Borrower and (ii) promptly (and in any event within ten Business Days after
an officer of the Borrower has knowledge thereof) give notice to the Agent
and each Bank of any material adverse change in the business, operations,
Property or financial or other condition of the Borrower and its
Subsidiaries (individually or in the aggregate).

Section 7.7 Bank Inspection Rights. Upon reasonable notice from any Bank,
the Borrower will, at the Borrower's expense (such expenses to be reasonably
incurred), permit such Bank (and such Persons as any Bank may designate) during
normal business hours to visit and inspect, under the Borrower's guidance, any
of the properties of the Borrower or any of its Subsidiaries, to examine all of
their books of account, records, reports and other papers, to make copies and
extracts therefrom, and to discuss their respective affairs, finances and
accounts with their respective officers, employees and with their independent
public accountants (and by this provision the Borrower authorizes such
accountants to discuss with the Banks (and such Persons as any Bank may
designate subject to confidentiality agreements reasonably acceptable to the
Borrower) the finances and affairs of the Borrower and its Subsidiaries) all at
such reasonable times and as often as may be reasonably requested; provided,
however, that except upon the occurrence and during the continuation of any
Default or Event of Default, not more than one such set of visits and
inspections may be conducted each calendar quarter.

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Section 7.8 Conduct of Business. The Borrower will not engage in any line
of business other than business associated with or related to energy generation,
transmission, marketing and distribution or other infrastructure lines of
business.

Section 7.9 Liens. The Borrower shall cause the Obligations to at all times
rank at least pari passu with all other senior unsecured obligations of the
Borrower. The Borrower will not create, incur, permit to exist or to be incurred
any Lien of any kind on any Property owned by the Borrower; provided, however,
that this Section 7.9 shall not apply to nor operate to prevent:

(a) Liens upon any Property acquired by the Borrower to secure any
Indebtedness (which for purposes of this Section 7.9(a) shall include
non-recourse obligations) of the Borrower incurred to finance or refinance
the purchase price of such Property (including Property which was initially
purchased with equity), provided that any such Lien shall apply only to the
Property that was so acquired and the aggregate principal amount of
Indebtedness secured by such Liens shall not exceed the cost or value of
the acquired Property;

(b) Other Liens not to exceed 10% of Consolidated Net Tangible Assets;

(c) Liens on the stock or other equity interests of Project Finance
Subsidiaries; and

(d) Any extension, renewal or replacement (or successive extensions,
renewals or replacements) in whole or in part of any Lien referred to in
the foregoing paragraphs (a) through (c), inclusive.

Section 7.10 Use of Proceeds; Regulation U. The proceeds of the Borrowing
will be used by the Borrower to pay for costs and expenses incurred in
connection with the acquisition of certain generating assets from Conectiv and
the financing thereof, including but not limited to any payments made under
hedging contracts and fees and expenses of legal counsel and technical,
engineering, environmental, financial and other advisors and outside consultants
and for other general corporate purposes. The Borrower will not use any part of
the proceeds of any of the Borrowings directly or indirectly to purchase or
carry any margin stock (as defined in Section 5.11 hereof) or to extend credit
to others for the purpose of purchasing or carrying any such margin stock.

Section 7.11 Mergers, Consolidations and Sales of Assets.

(a) The Borrower will not consolidate with or merge into any other
Person or sell, convey, transfer or lease its properties and assets
substantially as an entirety to any Person, and the Borrower shall not
permit any Person to consolidate with or merge into the Borrower, unless:
(i) immediately prior to and immediately following such consolidation,
merger, sale or lease, and after giving effect thereto, no Default or Event
of Default shall have occurred and be continuing; and (ii) the Borrower is
the surviving or continuing corporation, or the surviving or continuing
corporation that acquires by sale, conveyance, transfer or 

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lease (a) has a Rating equal to or better than the Rating of the Borrower
in effect prior to such consolidation or merger and (y) is incorporated in
the United States and expressly assumes the payment and performance of all
Obligations of the Borrower under the Credit Documents pursuant to
documentation in form and substance satisfactory to the Required Banks.

(b) Except for the sale of the properties and assets of the Borrower
substantially as an entirety pursuant to subsection (a) above, and other
than assets required to be sold to conform with governmental regulations,
the Borrower shall not sell or otherwise dispose of any assets (other than
short-term, readily marketable investments purchased for cash management
purposes with funds not representing the proceeds of other asset sales) if
on a pro forma basis, the aggregate net book value of all such sales during
the most recent 12-month period would exceed ten percent (10%) of
Consolidated Net Tangible Assets computed as of the end of the most recent
fiscal quarter preceding such sale; provided, however, that any such sales
shall be disregarded for purposes of this ten percent (10%) limitation if
the proceeds are invested in assets in similar or related lines of business
of the Borrower and, provided further, that the Borrower may sell or
otherwise dispose of assets in excess of such ten percent (10%) if the
proceeds from such sales or dispositions, which are not reinvested as
provided above, are retained by the Borrower as cash or cash equivalents at
all times until invested in assets in similar or related lines of business
of the Borrower.

Section 7.12 Consolidated Net Worth. The Borrower will at all times cause
its Consolidated Net Worth to be equal to or greater than the Minimum
Consolidated Net Worth.

Section 7.13 Indebtedness to Consolidated Capitalization. The Borrower will
at the end of each of its fiscal quarters maintain a ratio of its Indebtedness
to Consolidated Capitalization of not more than 0.68 to 1.00, provided that for
not more than two consecutive months in any six month period (any such two month
period being referred to herein as a "Non-Conforming Period"), the ratio of the
Borrower's Indebtedness to Consolidated Capitalization may increase to not more
than 0.72 to 1.00 so long as the Borrower delivers to the Agent within 30 days
after the end of any such Non-Conforming Period written affirmation from Moody's
Investors Service, Inc. and Standard and Poor's Ratings Service, Inc. that the
respective Ratings which were in effect prior to such Non-Conforming Period
remains in effect and that the Borrower has not been placed in any "credit-watch
with negative implications" or similar type of category. For purposes of this
covenant, only fifty percent (50%) of any Indebtedness of the Borrower
constituting performance guarantees of obligations of the Borrower's Affiliates
shall be deemed Indebtedness, provided that if any demand has been made on such
guarantee, the full amount of such guarantee shall be included in calculating
Indebtedness.

Section 7.14 Compliance with Laws. Without limiting any of the other
covenants of the Borrower in this Section 7, the Borrower will conduct its
business, and otherwise be, in compliance with all applicable laws, regulations,
ordinances, writs, judgments, injunctions, decrees, awards and orders of any
governmental or judicial 

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authorities; provided, however, that the Borrower shall not be required to
comply with any such law, rule, regulation, ordinance, writ, judgments,
injunction, decree, award or order if the failure to comply therewith could not
reasonably be expected to have a Material Adverse Effect.

Section 7.15 Takeout Financing. In the event that all of the Obligations
have not been repaid by the date that is sixty (60) days prior to the Maturity
Date, the Borrower shall either (a) notify the Banks that it has sufficient
funds to repay the Obligations on or before the Maturity Date and identify the
source of those funds, or (b) commence to take all necessary or desirable steps
to issue debt securities of the Borrower, in an aggregate amount sufficient that
the net proceeds of such sale shall not be less than the amount of the
Obligations which remain outstanding as of the time of such sale. The Borrower
agrees that such debt securities will be offered and sold at pricing and other
terms and conditions recommended by the Banks as necessary and appropriate to
effect a sale of such debt securities in an amount sufficient to repay the
outstanding Obligations. In connection with such offering and sale, each of the
Banks shall be designated a managing underwriter of such offering, and such
underwriting shall be done on a best efforts basis and pursuant to documentation
acceptable to the Borrower and to each Bank. The net proceeds of such offering
shall be used to repay the Obligations to the Banks and, if such proceeds exceed
the amount of the outstanding Obligations, any excess shall belong to the
Borrower.

SECTION 8. EVENTS OF DEFAULT AND REMEDIES.

Section 8.1 Events of Default. Any one or more of the following shall
constitute an Event of Default:

(a) The Borrower shall (i) fail to make when due any payment of
principal on the Notes, or (ii) fail to make when due, and continuance of
such failure for three or more Business Days, payment of interest on the
Notes or any fee or other amount required to be made to the Agent pursuant
to the Credit Documents;

(b) Any representation or warranty made or deemed to have been made by
or on behalf of the Borrower in the Credit Documents or on behalf of the
Borrower in any certificate, statement, report or other writing furnished
by or on behalf of the Borrower to the Agent pursuant to the Credit
Documents or any other instrument, document or agreement shall prove to
have been false or misleading in any material respect on the date as of
which the facts set forth are stated or certified or deemed to have been
stated or certified;

(c) The Borrower shall fail to comply with Section 7 hereof and such
failure to comply shall continue for 30 calendar days after notice thereof
to the Borrower by the Agent;

(d) The Borrower shall fail to comply with any agreement, covenant,
condition, provision or term contained in the Credit Documents (and such
failure 

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shall not constitute an Event of Default under any of the other provisions
of this Section 8) and such failure to comply shall continue for 30
calendar days after notice thereof to the Borrower by the Agent;

(e) The Borrower shall become insolvent or shall generally not pay its
debts as they mature or shall apply for, shall consent to, or shall
acquiesce in the appointment of a custodian, trustee or receiver of the
Borrower or for a substantial part of the property thereof or, in the
absence of such application, consent or acquiescence, a custodian, trustee
or receiver shall be appointed for the Borrower or for a substantial part
of the property thereof and shall not be discharged within 90 days;

(f) Any bankruptcy, reorganization, debt arrangement or other
proceedings under any bankruptcy or insolvency law shall be instituted by
or against the Borrower, and, if instituted against the Borrower, shall
have been consented to or acquiesced in by the Borrower, or shall remain
undismissed for 90 days, or an order for relief shall have been entered
against the Borrower, or the Borrower shall take any corporate action to
approve institution of, or acquiescence in, such a proceeding;

(g) Any dissolution or liquidation proceeding shall be instituted by
or against the Borrower and, if instituted against the Borrower, shall be
consented to or acquiesced in by the Borrower or shall remain for 90 days
undismissed, or the Borrower shall take any corporate action to approve
institution of, or acquiescence in, such a proceeding;

(h) A judgment or judgments, decrees or orders of any court, tribunal,
arbitrator, administrative or other governmental body or entity for the
payment of money in excess of the sum of $20,000,000 in the aggregate shall
be rendered against the Borrower (excluding the amount thereof covered by
insurance) or any of the Borrower's properties and such judgment, decree or
order shall remain unvacated and undischarged and unstayed for 90
consecutive days, except while being contested in good faith by appropriate
proceedings;

(i) The institution by the Borrower of steps to terminate any Plan if
in order to effectuate such termination, the Borrower would be required to
make a contribution to such Plan, or would incur a liability or obligation
to such Plan, in excess of $20,000,000, or the institution by the PBGC of
steps to terminate any Plan;

(j) A default shall occur in payment of any principal of or any
interest aggregating $20,000,000 or more on any bond, debenture, note or
other evidence of indebtedness of the Borrower or under any indenture or
other instrument under which any such evidence of indebtedness has been
issued or by which it is governed that has resulted in the acceleration of
such indebtedness; or

(k) An "event of default" occurs under the Existing Credit Agreement.

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Section 8.2 Non-Bankruptcy Defaults. When any Event of Default other than
those described in subsections (e) or (f) of Section 8.1 hereof has occurred and
is continuing, the Agent shall, by written notice to the Borrower: (a) if so
directed by the Required Banks, terminate the remaining Commitments and all
other obligations of the Banks hereunder on the date stated in such notice
(which may be the date thereof); and (b) if so directed by the Required Banks,
declare the principal of and the accrued interest on all outstanding Notes to be
forthwith due and payable and thereupon all outstanding Notes, including both
principal and interest thereon, shall be and become immediately due and payable
together with all other amounts payable under the Credit Documents without
further demand, presentment, protest or notice of any kind. The Agent, after
giving notice to the Borrower pursuant to Section 8.1(c), 8.1(d) or this Section
8.2, shall also promptly send a copy of such notice to the other Banks, but the
failure to do so shall not impair or annul the effect of such notice.

Section 8.3 Bankruptcy Defaults. When any Event of Default described in
subsections (e) or (f) of Section 8.1 hereof has occurred and is continuing,
then all outstanding Notes shall immediately become due and payable together
with all other amounts payable under the Credit Documents without presentment,
demand, protest or notice of any kind and the obligation of the Banks to extend
further credit pursuant to any of the terms hereof shall immediately terminate.

Section 8.4 Notice of Default. The Agent shall give notice to the Borrower
under Section 8.1(c) or 8.1(d) hereof promptly upon being requested to do so by
any Bank and shall thereupon notify all the Banks thereof.

Section 8.5 Expenses. The Borrower agrees to pay to the Agent and each
Bank, and any other holder of any Note outstanding hereunder, all reasonable
costs and expenses incurred or paid by the Agent or such Bank or any such
holder, including attorneys' fees and court costs, in connection with any
Default or Event of Default by the Borrower hereunder or in connection with the
enforcement of any of the Credit Documents.

SECTION 9. CHANGE IN CIRCUMSTANCES.

Section 9.1 Change of Law. Notwithstanding any other provisions of this
Agreement or any Note if at any time after the date hereof any change in
applicable law or regulation or in the interpretation thereof makes it unlawful
for any Bank to make or continue to maintain Eurocurrency Loans or to perform
its obligations as contemplated hereby, such Bank shall promptly give notice
thereof to the Borrower and such Bank's obligations to make or maintain
Eurocurrency Loans under this Agreement shall terminate until it is no longer
unlawful for such Bank to make or maintain Eurocurrency Loans. The Borrower
shall prepay on demand the outstanding principal amount of any such affected
Eurocurrency Loans, together with all interest accrued thereon at a rate per
annum equal to the interest rate applicable to such Loan; provided, however,
subject to all of the terms and conditions of this Agreement, the Borrower may
then elect to borrow the principal amount of the affected Eurocurrency Loans
from such Bank by means of Base Rate Loans from such Bank, which Base 

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Rate Loans shall not be made ratably by the Banks but only from such affected
Bank.

Section 9.2 Unavailability of Deposits or Inability to Ascertain, or
Inadequacy of, LIBOR. If on or prior to the first day of any Interest Period for
any Borrowing of Loans:

(a) the Agent determines that deposits in U.S. Dollars (in the
applicable amounts) are not being offered to it in the federal funds or
eurocurrency interbank market, as applicable, for such Interest Period, or
that by reason of circumstances affecting the federal funds or interbank
eurocurrency market, as applicable, adequate and reasonable means do not
exist for ascertaining the applicable Federal Funds Rate or LIBOR; or

(b) Banks having 25% or more of the aggregate amount of the Total
Credit Facility Commitments reasonably determine and so advise the Agent
that the Federal Funds Rate or LIBOR, as applicable, as reasonably
determined by the Agent will not adequately and fairly reflect the cost to
such Banks or Bank of funding their or its Loans or Loan for such Interest
Period;

then the Agent shall forthwith give notice thereof to the Borrower and the
Banks, whereupon until the Agent notifies the Borrower that the circumstances
giving rise to such suspension no longer exist, the obligations of the Banks or
of the relevant Bank to make Base Rate Loans bearing interest at the Federal
Funds Rate or Eurocurrency Loans in the currency so affected, as applicable,
shall be suspended.

Section 9.3 Increased Cost and Reduced Return.

(a) If, on or after the date hereof, the adoption of any applicable
law, rule or regulation, or any change therein, or any change in the
interpretation or administration thereof by any governmental authority,
central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by any Bank (or its Lending Office)
with any request or directive (whether or not having the force of law but,
if not having the force of law, compliance with which is customary in the
relevant jurisdiction) of any such authority, central bank or comparable
agency:

(i) shall subject any Bank (or its Lending Office) to any tax,
duty or other charge with respect to its Eurocurrency Loans, its
Notes, or its obligation to make Eurocurrency Loans, or shall change
the basis of taxation of payments to any Bank (or its Lending Office)
of the principal of or interest on its Eurocurrency Loans, or any
other amounts due under this Agreement in respect of its Eurocurrency
Loans or its obligation to make Eurocurrency Loans (except for changes
in the rate of tax on the overall net income or profits of such Bank
or its Lending Office imposed by the jurisdiction in which such Bank
or its lending office is 

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incorporated in which such Bank's principal executive office or
Lending Office is located); or

(ii) shall impose, modify or deem applicable any reserve, special
deposit or similar requirement (including, without limitation, any
such requirement imposed by the Board of Governors of the Federal
Reserve System, but excluding with respect to any Eurocurrency Loans
any such requirement included in an applicable Eurocurrency Reserve
Percentage) against assets of, deposits with or for the account of, or
credit extended by, any Bank (or its Lending Office) or shall impose
on any Bank (or its Lending Office) or on the interbank market any
other condition affecting its Eurocurrency Loans, its Notes, or its
obligation to make Eurocurrency Loans;

and the result of any of the foregoing is to increase the cost to such Bank (or
its Lending Office) of making or maintaining any Eurocurrency Loan, or to reduce
the amount of any sum received or receivable by such Bank (or its Lending
Office) under this Agreement or under its Notes with respect thereto, by an
amount deemed by such Bank to be material, then, within fifteen (15) days after
demand by such Bank (with a copy to the Agent), the Borrower shall be obligated
to pay to such Bank such additional amount or amounts as will compensate such
Bank for such increased cost or reduction. In the event any law, rule,
regulation or interpretation described above is revoked, declared invalid or
inapplicable or is otherwise rescinded, and as a result thereof a Bank is
determined to be entitled to a refund from the applicable authority for any
amount or amounts which were paid or reimbursed by Borrower to such Bank
hereunder, such Bank shall, so long as no Event of Default has occurred and is
then continuing, refund such amount or amounts to Borrower without interest.

(b) If, after the date hereof, any Bank or the Agent shall have
determined that the adoption of any applicable law, rule or regulation
regarding capital adequacy, or any change therein (including, without
limitation, any revision in the Final Risk-Based Capital Guidelines of the
Board of Governors of the Federal Reserve System (12 CFR Part 208, Appendix
A; 12 CFR Part 225, Appendix A) or of the Office of the Comptroller of the
Currency (12 CFR Part 3, Appendix A), or in any other applicable capital
rules heretofore adopted and issued by any governmental authority), or any
change in the interpretation or administration thereof by any governmental
authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by any Bank (or its
Lending Office) with any request or directive regarding capital adequacy
(whether or not having the force of law but, if not having the force of
law, compliance with which is customary in the applicable jurisdiction) of
any such authority, central bank or comparable agency, has or would have
the effect of reducing the rate of return on such Bank's capital, or on the
capital of any corporation controlling such Bank, as a consequence of its
obligations hereunder to a level below that which such Bank could have
achieved but for such adoption, change or compliance (taking into
consideration such Bank's policies 

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with respect to capital adequacy) by an amount deemed by such Bank to be
material, then from time to time, within fifteen (15) days after demand by
such Bank (with a copy to the Agent), the Borrower shall pay to such Bank
such additional amount or amounts as will compensate such Bank for such
reduction.

(c) Each Bank that determines to seek compensation under this Section
9.3 shall notify the Borrower and the Agent of the circumstances that
entitle the Bank to such compensation pursuant to this Section 9.3 and will
designate a different Lending Office if such designation will avoid the
need for, or reduce the amount of, such compensation and will not, in the
sole judgment of such Bank, be otherwise disadvantageous to such Bank. A
certificate of any Bank claiming compensation under this Section 9.3 and
setting forth the additional amount or amounts to be paid to it hereunder
shall be conclusive in the absence of manifest error. In determining such
amount, such Bank may use any reasonable averaging and attribution methods.

(d) If any Bank (other than Credit Suisse First Boston, Merrill Lynch
Capital Corporation or Citicorp USA, Inc.) has demanded compensation or
given notice of its intention to demand compensation under this Section 9.3
or the Borrower is required to pay any additional amount to any Bank under
Section 9.3, the Borrower shall have the right, with the assistance of the
Agent, to seek a substitute Bank or Banks reasonably satisfactory to the
Agent (which may be one or more of the Banks) to replace such Bank under
this Agreement and on the date of replacement, the Borrower shall pay all
accrued interest and fees to the Bank being replaced. The Bank to be so
replaced shall cooperate with the Borrower and substitute Bank to
accomplish such substitution, provided that all of such Bank's Credit
Facility Commitment is replaced.

Section 9.4 Lending Offices. Each Bank may, at its option, elect to make
its Loans hereunder at the branch, office or affiliate specified on the
appropriate signature page hereof or in the assignment agreement which any
assignee bank executes pursuant to Section 11.12 hereof (each a "Lending
Office") for each type of Loan available hereunder or at such other of its
branches, offices or affiliates as it may from time to time elect and designate
in a written notice to the Borrower and the Agent.

Section 9.5 Discretion of Bank as to Manner of Funding. Notwithstanding any
other provision of this Agreement, each Bank shall be entitled to fund and
maintain its funding of all or any part of its Loans in any manner it sees fit,
it being understood, however, that for the purposes of this Agreement all
determinations hereunder shall be made as if each Bank had actually funded and
maintained each Eurocurrency Loan through the purchase of deposits of U.S.
Dollars in the eurocurrency interbank market having a maturity corresponding to
such Loan's Interest Period and bearing an interest rate equal to LIBOR for such
Interest Period.

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SECTION 10. THE AGENT.

Section 10.1 Appointment and Authorization of Agent. Each Bank hereby
appoints Credit Suisse First Boston as the Agent under the Credit Documents and
hereby authorizes the agent to take such action as Agent on its behalf and to
exercise such powers under the Credit Documents as are delegated to the Agent by
the terms thereof, together with such powers as are reasonably incidental
thereto. The Agent shall have no duties or responsibilities except those
expressly set forth in this Agreement and the Credit Documents. The duties of
the Agent shall be mechanical and administrative in nature; the Agent shall not
have by reason of this Agreement or any other Credit Document a fiduciary
relationship in respect of any Bank, the holder of any Note or any other Person;
and nothing in this Agreement or any other Credit Document, expressed or
implied, is intended to or shall be so construed as to impose upon the Agent any
obligations in respect of this Agreement or any other Credit Document except as
expressly set forth herein or therein.

Section 10.2 Agent and its Affiliates. The Agent shall have the same rights
and powers under this Agreement and the other Credit Documents as any other Bank
and may exercise or refrain from exercising the same as though it were not the
Agent, and the Agent and its affiliates may accept deposits from, lend money to,
and generally engage in any kind of business with the Borrower or any Affiliate
of the Borrower as if it were not the Agent under the Credit Documents. The term
"Bank" as used herein and in all other Credit Documents, unless the context
otherwise clearly requires, includes the Agent in its individual capacity as a
Bank. References in Section 2 hereof to the Agent's Loans, or to the amount
owing to the Agent for which an interest rate is being determined, refer to the
Agent in its individual capacity as a Bank.

Section 10.3 Action by Agent. If the Agent receives from the Borrower a
written notice of an Event of Default pursuant to Section 7.6(c)(i) hereof, the
Agent shall promptly give each of the Banks written notice thereof. The
obligations of the Agent under the Credit Documents are only those expressly set
forth therein. Without limiting the generality of the foregoing, the Agent shall
not be required to take any action hereunder with respect to any Default or
Event of Default, except as expressly provided in Sections 8.2 and 8.5. In no
event, however, shall the Agent be required to take any action in violation of
applicable law or of any provision of any Credit Document, and the Agent shall
in all cases be fully justified in failing or refusing to act hereunder or under
any other Credit Document unless it shall be first indemnified to its reasonable
satisfaction by the Banks against any and all costs, expense, and liability
which may be incurred by it by reason of taking or continuing to take any such
action. The Agent shall be entitled to assume that no Default or Event of
Default exists unless notified to the contrary by a Bank or the Borrower. In all
cases in which this Agreement and the other Credit Documents do not require the
Agent to take certain actions, the Agent shall be fully justified in using its
discretion in failing to take or in taking any action hereunder and thereunder.

Section 10.4 Consultation with Experts. The Agent may consult with legal
counsel, independent public accountants and other experts selected by it and
shall not be 

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liable for any action taken or omitted to be taken by it in good faith in
accordance with the advice of such counsel, accountants or experts.

Section 10.5 Liability of Agent; Credit Decision. Neither the Agent nor any
of its directors, officers, agents, or employees shall be liable for any action
taken or not taken by it in connection with the Credit Documents (i) with the
consent or at the request of the Required Banks or (ii) in the absence of its
own gross negligence or willful misconduct. Neither the Agent nor any of its
directors, officers, agents or employees shall be responsible for or have any
duty to ascertain, inquire into or verify: (i) any statement, warranty or
representation made in connection with this Agreement, any other Credit Document
or any Credit Event; (ii) the performance or observance of any of the covenants
or agreements of the Borrower or any other party contained herein or in any
other Credit Document; (iii) the satisfaction of any condition specified in
Section 6 hereof, except receipt of items required to be delivered to the Agent;
or (iv) the validity, effectiveness, genuineness, enforceability, perfection,
value, worth or collectability hereof or of any other Credit Document or of any
other documents or writing furnished in connection with any Credit Document; and
the Agent makes no representation of any kind or character with respect to any
such matter mentioned in this sentence. The Agent may execute any of its duties
under any of the Credit Documents by or through employees, agents, and
attorneys-in-fact and shall not be answerable to the Banks, the Borrower, or any
other Person for the default or misconduct of any such agents or
attorneys-in-fact selected with reasonable care. The Agent shall not incur any
liability by acting in reliance upon any notice, consent, certificate, other
document or statement (whether written or oral) believed by it to be genuine or
to be sent by the proper party or parties. In particular and without limiting
any of the foregoing, the Agent shall have no responsibility for confirming the
accuracy of any Compliance Certificate or other document or instrument received
by it under the Credit Documents. The Agent may treat the payee of any Note as
the holder thereof until written notice of transfer shall have been filed with
the Agent signed by such payee in form satisfactory to the Agent. Each Bank
acknowledges that it has independently and without reliance on the Agent or any
other Bank, and based upon such information, investigations and inquiries as it
deems appropriate, made its own credit analysis and decision to extend credit to
the Borrower in the manner set forth in the Credit Documents. It shall be the
responsibility of each Bank to keep itself informed as to the creditworthiness
of the Borrower and any other relevant Person, and the Agent shall have no
liability to any Bank with respect thereto.

Section 10.6 Indemnity. The Banks shall ratably, in accordance with their
respective Percentages, indemnify and hold the Agent, and its directors,
officers, employees, agents and representatives harmless from and against any
liabilities, losses, costs or expenses suffered or incurred by it under any
Credit Document or in connection with the transactions contemplated thereby,
regardless of when asserted or arising, except to the extent they are promptly
reimbursed for the same by the Borrower and except to the extent that any event
giving rise to a claim was caused by the gross negligence or willful misconduct
of the party seeking to be indemnified. The obligations of the Banks under this
Section 10.6 shall survive termination of this Agreement.

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Section 10.7 Resignation of Agent and Successor Agent. The Agent may resign
at any time by giving written notice thereof to the Banks and the Borrower. Upon
any such resignation of the Agent, the Required Banks shall have the right to
appoint a successor Agent with the consent of the Borrower, provided, that at
any time an Event of Default has occurred and is continuing, no such consent
shall be required. If no successor Agent shall have been so appointed by the
Required Banks, and shall have accepted such appointment, within thirty (30)
days after the retiring Agent's giving of notice of resignation, then the
retiring Agent may, on behalf of the Banks, with the consent of the Borrower,
appoint a successor Agent, which shall be any Bank hereunder or any commercial
bank organized under the laws of the United States of America or of any State
thereof and having a combined capital and surplus of at least $200,000,000. Upon
the acceptance of its appointment as the Agent hereunder, such successor Agent
shall thereupon succeed to and become vested with all the rights and duties of
the retiring or removed Agent under the Credit Documents, and the retiring Agent
shall be discharged from its duties and obligations thereunder. After any
retiring Agent's resignation hereunder as Agent, the provisions of this Section
10 and all protective provisions of the other Credit Documents shall inure to
its benefit as to any actions taken or omitted to be taken by it while it was
Agent.

SECTION 11. MISCELLANEOUS.

Section 11.1 Withholding Taxes.

(a) Payments Free of Withholding. Subject to Section 11.1(b) hereof,
each payment by the Borrower under this Agreement or the other Credit
Documents shall be made without withholding for or on account of any
present or future taxes (other than overall net income taxes on the
recipient). If any such withholding is so required, the Borrower shall make
the withholding, pay the amount withheld to the appropriate governmental
authority before penalties attach thereto or interest accrues thereon and
forthwith pay such additional amount as may be necessary to ensure that the
net amount actually received by each Bank and the Agent free and clear of
such taxes (including such taxes on such additional amount) is equal to the
amount which that Bank or the Agent (as the case may be) would have
received had such withholding not been made. If the Agent or any Bank pays
any amount in respect of any such taxes, penalties or interest the Borrower
shall reimburse the Agent or that Bank for that payment on demand in the
currency in which such payment was made. If the Borrower pays any such
taxes, penalties or interest, it shall deliver official tax receipts
evidencing that payment or certified copies thereof to the Bank or Agent on
whose account such withholding was made (with a copy to the Agent if not
the recipient of the original) on or before the thirtieth day after
payment. If any Bank or the Agent determines it has received or been
granted a credit against or relief or remission for, or repayment of, any
taxes paid or payable by it because of any taxes, penalties or interest
paid by the Borrower and evidenced by such a tax receipt, such Bank or
Agent shall, to the extent it can do so without prejudice to the retention
of the amount of such credit, relief, remission or repayment, pay to the
Borrower such amount as such Bank or Agent determines is attributable to
such 

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deduction or withholding and which will leave such Bank or Agent (after
such payment) in no better or worse position than it would have been in if
the Borrower had not been required to make such deduction or withholding.
Nothing in this Agreement shall interfere with the right of each Bank and
the Agent to arrange its tax affairs in whatever manner it thinks fit nor
oblige any Bank or the Agent to disclose any information relating to its
tax affairs or any computations in connection with such taxes.

(b) U.S. Withholding Tax Exemptions. Each Bank that is not a United
States person (as such term is defined in Section 7701(a)(30) of the Code)
shall submit to the Borrower and the Agent on or before the earlier of the
date of the initial Disbursement and thirty (30) days after the date
hereof, two duly completed and signed copies of either Form W8BEN (relating
to such Bank and entitling it to a complete exemption from withholding
under the Code on all amounts to be received by such Bank, including fees,
pursuant to the Credit Documents and the Loans) or Form W8ECI (relating to
all amounts to be received by such Bank, including fees, pursuant to the
Credit Documents and the Loans) of the United States Internal Revenue
Service. Thereafter and from time to time, each Bank shall submit to the
Borrower and the Agent such additional duly completed and signed copies of
one or the other of such Forms (or such successor forms as shall be adopted
from time to time by the relevant United States taxing authorities) as may
be (i) requested by the Borrower in a written notice, directly or through
the Agent, to such Bank and (ii) required under then-current United States
law or regulations to avoid or reduce United States withholding taxes on
payments in respect of all amounts to be received by such Bank, including
fees, pursuant to the Credit Documents or the Loans.

(c) Inability of Bank to Submit Forms. If any Bank determines, as a
result of any change in applicable law, regulation or treaty, or in any
official application or interpretation thereof, that it is unable to submit
to the Borrower or Agent any form or certificate that such Bank is
obligated to submit pursuant to subsection (b) of this Section 11.1 or that
such Bank is required to withdraw or cancel any such form or certificate
previously submitted or any such form or certificate otherwise becomes
ineffective or inaccurate, such Bank shall promptly notify the Borrower and
Agent of such fact and the Bank shall to that extent not be obligated to
provide any such form or certificate and will be entitled to withdraw or
cancel any affected form or certificate, as applicable.

Section 11.2 No Waiver of Rights. No delay or failure on the part of the
Agent or any Bank or on the part of the holder or holders of any Note in the
exercise of any power or right under any Credit Document shall operate as a
waiver thereof, nor as an acquiescence in any default, nor shall any single or
partial exercise thereof preclude any other or further exercise of any other
power or right, and the rights and remedies hereunder of the Agent, the Banks
and the holder or holders of any Notes are cumulative to, and not exclusive of,
any rights or remedies which any of them would otherwise have.

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Section 11.3 Non-Business Day. If any payment of principal or interest on
any Loan or of any other Obligation shall fall due on a day which is not a
Business Day, interest or fees (as applicable) at the rate, if any, such Loan or
other Obligation bears for the period prior to maturity shall continue to accrue
on such Obligation from the stated due date thereof to and including the next
succeeding Business Day, on which the same shall be payable.

Section 11.4 Documentary Taxes. The Borrower agrees that it will pay any
documentary, stamp or similar taxes payable in respect to any Credit Document,
including interest and penalties, in the event any such taxes are assessed,
irrespective of when such assessment is made and whether or not any credit is
then in use or available hereunder.

Section 11.5 Survival of Representations. All representations and
warranties made herein or in certificates given pursuant hereto shall survive
the execution and delivery of this Agreement and the other Credit Documents, and
shall continue in full force and effect with respect to the date as of which
they were made as long as any credit is in use or available hereunder.

Section 11.6 Survival of Indemnities. All indemnities and all other
provisions relative to reimbursement to the Banks of amounts sufficient to
protect the yield of the Banks with respect to the Loans, including, but not
limited to, Section 2.12, Section 9.3 and Section 11.15 hereof, shall survive
the termination of this Agreement and the other Credit Documents and the payment
of the Loans and all other Obligations.

Section 11.7 Set-Off.

(a) In addition to any rights now or hereafter granted under
applicable law and not by way of limitation of any such rights, upon the
occurrence of any Event of Default, each Bank, each Affiliate of a Bank,
and each subsequent holder of any Note is hereby authorized by the Borrower
at any time or from time to time, without notice to the Borrower or to any
other Person, any such notice being hereby expressly waived, to set off and
to appropriate and to apply any and all deposits (general or special,
including, but not limited to, Indebtedness evidenced by certificates of
deposit, whether matured or unmatured, and in whatever currency
denominated) and any other Indebtedness at any time held or owing by that
Bank, its Affiliate or that subsequent holder to or for the credit or the
account of the Borrower, whether or not matured, against and on account of
the obligations and liabilities of the Borrower to that Bank, its Affiliate
or that subsequent holder under the Credit Documents, including, but not
limited to, all claims of any nature or description arising out of or
connected with the Credit Documents, irrespective of whether or not (a)
that Bank, its Affiliate or that subsequent holder shall have made any
demand hereunder or (b) the principal of or the interest on the Loans or
Notes and other amounts due hereunder shall have become due and payable
pursuant to Section 8 and although said obligations and liabilities, or any
of them, may be contingent or unmatured.

39

44

(b) Each Bank agrees with each other Bank a party hereto that if such
Bank shall receive and retain any payment, whether by set-off or
application of deposit balances or otherwise, on any of the Loans in excess
of its ratable share of payments on all such obligations then outstanding
to the Banks, then such Bank shall purchase for cash at face value, but
without recourse, ratably from each of the other Banks such amount of the
Loans, or participations therein, held by each such other Bank (or interest
therein) as shall be necessary to cause such Bank to share such excess
payment ratably with all the other Banks; provided, however, that if any
such purchase is made by any Bank, and if such excess payment or part
thereof is thereafter recovered from such purchasing Bank, the related
purchases from the other Banks shall be rescinded ratably and the purchase
price restored as to the portion of such excess payment so recovered, but
without interest unless the purchasing Bank is required to pay interest
thereon, in which case each Bank returning funds to such purchasing Bank
shall pay its pro rata share of such interest.

Section 11.8 Notices. Except as otherwise specified herein, all notices
under the Credit Documents shall be in writing (including telecopy or other
electronic communication) and shall be given to a party hereunder at its address
or telecopier number set forth below or such other address or telecopier number
as such party may hereafter specify by notice to the Agent and the Borrower,
given by courier, by United States certified or registered mail, or by other
telecommunication device capable of creating a written record of such notice and
its receipt. Notices under the Credit Documents to the Banks shall be addressed
to their respective addresses, telecopier or telephone numbers set forth on the
signature pages hereof or in the assignment agreement which any assignee bank
executes pursuant to Section 11.12 hereof, and to the Borrower and to the Agent
to:

If to the Borrower:

NRG Energy, Inc.
901 Marquette Avenue
Suite 2300
Minneapolis, MN 55402-3265
Attention: Treasurer
Facsimile: (612) 373-8804
Telephone: (612) 373-8898

If to the Agent:

Credit Suisse First Boston
5 World Trade Center
New York, New York  10048

In Connection with Administrative Matters:
Attention:  Christina Maurillo
Facsimile:  (212) 335-0593

40

45

Telephone: (212) 322-0421

In Connection with Notices:
Attention:  Andrea Shkane
Facimile:  (212) 325-8320
Telephone:  (212) 325-6513

With copies to:

Merrill Lynch, Pierce, Fenner & Smith Incorporated
4 World Financial Center - 7th Floor
New York, New York 10080

In Connection with Amendments, Financials, Etc.:
Attention: Carol Feeley
Portfolio Manager
Facsimile:  (212) 738-1649
Telephone: (212) 449-8414/9579

In Connection with Loan Activity & Interest:
Attention:  Eve Lam/Mark Campbell
Facsimile:  (212) 738-1719
Telephone: (212) 449-6187/6996

And

Citicorp USA, Inc.
388 Greenwich Street
New York, New York,  10013
Attention:  Nick McKee
Facsimile:  (212) 816-8098
Telephone: (212) 816-8592

Each such notice, request or other communication shall be effective (i) if given
by telecopier, when such telecopy is transmitted to the telecopier number
specified in this Section 11.8 or on the signature pages hereof and a
confirmation of receipt of such telecopy has been received by the sender, (ii)
if given by courier, when delivered, (iii) if given by mail, three business days
after such communication is deposited in the mail, registered with return
receipt requested, addressed as aforesaid or (iv) if given by any other means,
when delivered at the addresses specified in this Section 11.8; provided that
any notice given pursuant to Section 2 hereof shall be effective only upon
receipt.

Section 11.9 Counterparts. This Agreement may be executed in any number of
counterpart signature pages, and by the different parties on different
counterparts, each of which when executed shall be deemed an original but all
such counterparts taken together shall constitute one and the same instrument.

41

46

Section 11.10 Successors and Assigns. This Agreement shall be binding upon
the Borrower and its successors and assigns, and shall inure to the benefit of
each of the Banks and the benefit of their respective successors and assigns,
including any subsequent holder of any Note. The Borrower may not assign any of
its rights or obligations under any Credit Document without the written consent
of all of the Banks.

Section 11.11 Participants and Note Assignees. Each Bank shall have the
right at its own cost to grant participations (to be evidenced by one or more
agreements or certificates of participation) in the Loans made and Credit
Facility Commitment held by such Bank at any time and from time to time, and to
assign its rights under such Loans or the Note evidencing such Loans to a
federal reserve bank; provided that (i) no such participation or assignment
shall relieve any Bank of any of its obligations under this Agreement, (ii) no
such assignee or participant shall have any rights under this Agreement except
as provided in this Section 11.11, and (iii) the Agent shall have no obligation
or responsibility to such participant or assignee, except that nothing herein is
intended to affect the rights of an assignee of a Note to enforce the Note
assigned. Any party to which such a participation or assignment has been granted
shall have the benefits of Section 2.12 and Section 9.3, but shall not be
entitled to receive any greater payment under either such Section than the Bank
granting such participation would have been entitled to receive in connection
with the rights transferred. Any agreement pursuant to which any Bank may grant
such a participating interest shall provide that such Bank shall retain the sole
right and responsibility to enforce the obligations of the Borrower hereunder,
including, without limitation, the right to approve any amendment, modification
or waiver of any provision of this Agreement; provided that such participation
agreement may provide that such Bank will not agree to any modification,
amendment or waiver of this Agreement that would (A) increase the Credit
Facility Commitment of such Bank if such increase would also increase the
participant's obligations, (B) forgive any amount of or postpone the date for
payment of any principal of or interest on any Loan or of any fee payable
hereunder in which such participant has an interest or (C) reduce the stated
rate at which interest or fees in which such participant has an interest accrue
hereunder.

Section 11.12 Assignment of Commitments by Banks.

(a) Each Bank shall have the right at any time, with the written
consent (except in the case of an assignment to (i) an Affiliate of such
Bank, (ii) another Bank or (iii) as provided in clause (b) below) of the
Borrower and Agent (which consent shall not be unreasonably withheld), to
assign all or any part of its Credit Facility Commitment (including the
same percentage of its Note and outstanding Loans) to one or more other
Persons; provided that such assignment is in an amount of at least
$10,000,000 or the entire Credit Facility Commitment of such Bank, and if
such assignment is not for such Bank's entire Credit Facility Commitment
then such Bank's Credit Facility Commitment after giving effect to such
assignment shall not be less than $10,000,000; and provided further that
neither the consent of the Borrower nor of the Agent shall be required for
any Bank to assign all or part of its Credit Facility Commitment to any
Affiliate of the assigning Bank. Each such assignment shall set forth the
assignee's address for 

42

47
notices to be given under Section 11.8 hereof hereunder and its designated
Lending Office pursuant to Section 9.4 hereof. Upon any such assignment,
delivery to the Agent of an executed copy of such assignment agreement and
the forms referred to in Section 11.1 hereof, if applicable, and, except in
the case of an assignment to an Affiliate of the assigning Bank, the
payment of a $3,500 recordation fee to the Agent, the assignee shall become
a Bank hereunder, all Loans and the Credit Facility Commitment it thereby
holds shall be governed by all the terms and conditions hereof and the Bank
granting such assignment shall have its Credit Facility Commitment, and its
obligations and rights in connection therewith, reduced by the amount of
such assignment; provided, however, in the event a Bank assigns all of its
Credit Facility Commitment to an Affiliate or at the request of the
Borrower, pursuant to Section 11.13(iii), no recordation fee shall be
required hereunder. Notwithstanding any other provision set forth in this
Agreement, any Bank may at any time create a security interest in all or
any portion of its rights under this Agreement (including, without
limitation, the Loans owing to it and the Note held by it) in favor of any
Federal Reserve Bank in accordance with Regulation A of the Board of
Governors of the Federal Reserve System.

(b) Notwithstanding anything to the contrary contained herein, any
Bank (a "Granting Bank") may grant to a special purpose funding vehicle (a
"SPC"), identified as such in writing from time to time by the Granting
Bank to the Agent and the Borrower, the option to provide to the Borrower
all or any part of any Loan that such Granting Bank would otherwise be
obligated to make to the Borrower pursuant to this Agreement; provided that
(i) nothing herein shall constitute a commitment by any SPC to make any
Loan, (ii) if an SPC elects not to exercise such option or otherwise fails
to provide all or any part of such Loan, the Granting Bank shall be
obligated to make such Loan pursuant to the terms hereof. The making of an
Loan by an SPC hereunder shall utilize the Commitment of the Granting Bank
to the same extent, and as if, such Loan were made by such Granting Bank.
Each party hereto hereby agrees that no SPC shall be liable for any
indemnity or similar payment obligation under this Agreement (all liability
for which shall remain with the Granting Bank). In furtherance of the
foregoing, each party hereto hereby agrees (which agreement shall survive
the termination of this Agreement) that, prior to the date that is one year
and one day after the payment in full of all outstanding commercial paper
or other senior indebtedness of any SPC, it will not institute against, or
join any other person in instituting against, such SPC any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings under
the laws of the United States or any State thereof. In addition,
notwithstanding anything to the contrary contained in this Section
11.12(b), any SPC may (i) with notice to, but without the prior written
consent of, the Borrower and the Agent and without paying any processing
fee therefore, assign all or a portion of its interests in any Loans to the
Granting Bank or to any financial institutions (consented to by the
Borrower and Agent) providing liquidity and/or credit support to or for the
account of such SPC to support the funding or maintenance of Loans and (ii)
disclose on a confidential basis any non-public information relating to its
Loans to any rating agency, 

43

48

commercial paper dealer or provider of any surety, guarantee or credit or
liquidity enhancement to such SPC. This section may not be amended without
the written consent of the SPC.

Section 11.13 Amendments. Any provision of the Credit Documents may be
amended or waived if, but only if, such amendment or waiver is in writing and is
signed by (a) the Borrower, (b) the Required Banks, and (c) if the rights or
duties of the Agent are affected thereby, the Agent; provided that:

(a) no amendment or waiver pursuant to this Section 11.13 shall (A)
increase any Credit Facility Commitment of any Bank without the consent of
such Bank or (B) reduce the stated rate at which interest or fees accrue or
reduce the amount of or postpone any fixed date for payment of any
principal of or interest on any Loan or of any fee payable hereunder
without the consent of each Bank; and

(b) no amendment or waiver pursuant to this Section 11.13 shall,
unless signed by each Bank, change this Section 11.13, or the definition of
Required Banks, or affect the number of Banks required to take any action
under the Credit Documents.

If the Borrower requests an amendment to this Agreement which requires the
approval of all of the Banks and one of the Banks (a "Replaceable Bank") does
not approve it, the Borrower may propose that another bank which is reasonably
acceptable to the Agent (a "Replacement Bank") be substituted for and replace
the Replaceable Bank for purposes of this Agreement. If a Replacement Bank is so
substituted for the Replaceable Bank, the Replaceable Bank shall enter into an
assignment agreement with the Replacement Bank, the Borrower and the Agent to
assign and transfer to the Replacement Bank, the Replaceable Bank's Credit
Facility Commitment hereunder, which shall provide, among other things, for the
payment of all Obligations owing to the Replaceable Bank; provided, however, if
a Replacement Bank cannot be found, then the Borrower may elect to take out the
Replaceable Bank and reduce the facility accordingly by making a prepayment in
the amount of such Replaceable Bank's outstanding Loans plus all accrued and
unpaid interest thereon and all fees and all other Obligations due and owing to
the Replaceable Bank on the date of replacement. Notwithstanding anything to the
contrary contained herein, in no event shall the Agent be a Replaceable Bank.

Section 11.14 Headings. Section headings used in this Agreement are for
reference only and shall not affect the construction of this Agreement.

Section 11.15 Legal Fees, Other Costs and Indemnification. The Borrower
agrees to pay all reasonable costs and expenses of the Agent in connection with
the preparation and negotiation of the Credit Documents, including, without
limitation, the reasonable fees and disbursements of counsel to the Agent, in
connection with the preparation and execution of the Credit Documents and any
amendment, waiver or consent related hereto, whether or not the transactions
contemplated herein are consummated. The Borrower further agrees to indemnify
each Bank, the Agent, and their 

44

49

respective Affiliates, directors, agents, officers and employees, against all
losses, claims, damages, penalties, judgments, liabilities and expenses
(including, without limitation, all expenses of litigation or preparation
therefore, whether or not the indemnified Person is a party thereto) which any
of them may incur or reasonably pay arising out of or relating to any Credit
Document or any of the transactions contemplated thereby or the direct or
indirect application or proposed application of the proceeds of any Loan other
than those which arise from the gross negligence or willful misconduct of the
party claiming indemnification. The Borrower, upon demand by the Agent or a Bank
at any time, shall reimburse the Agent or Bank for any reasonable legal or other
expenses incurred in connection with investigating or defending against any of
the foregoing except if the same is directly due to the gross negligence or
willful misconduct of the party to be indemnified.

Section 11.16 Entire Agreement. The Credit Documents constitute the entire
understanding of the parties thereto with respect to the subject matter thereof
and any prior or contemporaneous agreements, whether written or oral, with
respect thereto are superseded thereby.

Section 11.17 Construction. The parties hereto acknowledge and agree that
neither this Agreement nor the other Credit Documents shall be construed more
favorably in favor of one than the other based upon which party drafted the
same, it being acknowledged that all parties hereto contributed substantially to
the negotiation of this Agreement and the other Credit Documents.

Section 11.18 Governing Law. This Agreement and the other Credit Documents,
and the rights and duties of the parties hereto, shall be construed and
determined in accordance with the internal laws of the State of New York.

Section 11.19 Submission to Jurisdiction; Waiver of Jury Trial. Each of the
Borrower, each Bank and the Agent hereby submits to the nonexclusive
jurisdiction of the United States District Court for the Southern District of
New York and of any New York State court sitting in the City of New York for
purposes of all legal proceedings arising out of or relating to this Agreement,
the other Credit Documents or the transactions contemplated hereby or thereby.
Each of the Borrower, each Bank and the Agent irrevocably waives, to the fullest
extent permitted by law, any objection which it may now or hereafter have to the
laying of the venue of any such proceeding brought in such a court and any claim
that any such proceeding brought in such a court has been brought in an
inconvenient forum. Each of the Borrower, each Bank and the Agent hereby
irrevocably waives any and all right to trial by jury in any legal proceeding
arising out of or relating to any Credit Document or the transactions
contemplated thereby.

[signature pages follow]

45

50

In Witness Whereof, the parties hereto have caused this Agreement to be
duly executed and delivered in New York, New York, by their duly authorized
officers as of the day and year first above written.

NRG ENERGY, INC.

By: _______________________
Name:  Brian B. Bird
Title:  Vice President & Treasurer

51

CREDIT SUISSE FIRST BOSTON,
in its capacity as Administrative
Agent, Joint Lead Arranger and Joint
Book Runner

By: _______________________
Name:
Title:

By: _______________________
Name:
Title:

Commitment:  $200,000,000             CREDIT SUISSE FIRST BOSTON,
in its individual capacity as a Bank

By: _______________________
Name:
Title:

By: _______________________
Name:
Title:

Address for notices:
Credit Suisse First Boston
5 World Trade Center
New York, New York 10048

In Connection with Administrative Matters:
Attention:  Christina Maurillo
Tel.  (212) 322-0421
Fax  (212) 335-0593

In Connection with Notices:
Attention:  Andrea Shkane
Tel. (212) 325-6513
Fax (212) 325-8320

52

MERRILL LYNCH, PIERCE,
FENNER & SMITH
INCORPORATED, in its capacity as
Co-Syndication Agent, Joint Lead
Arranger and Joint Book Runner

By: _______________________
Name:
Title:

Commitment:  $200,000,000              MERRILL LYNCH CAPITAL
CORPORATION, in its individual
capacity as a Bank

By: _______________________
Name:
Title:

Address for notices:
Merrill Lynch, Pierce, Fenner & Smith Incorporated
4 World Financial Center - 7th Floor
New York, New York  10080

In Connection with Amendments, Financials, Etc.:
Attention:  Carol Feeley/Paul Fox
Portfolio Manager
Facsimile:  (212) 738-1649
Telephone: (212) 449-8414/9579

In Connection with Loan Activity & Interest:
Attention:  Eve Lam/Mark Campbell
Facsimile:  (212) 738-1719
Telephone: (212) 449-6187/6996

53

CITICORP USA, INC., in its
capacity as Co-Syndication Agent,
Joint Lead Arranger and Joint Book
Runner

By: _______________________
Name:
Title:

Commitment:  $200,000,000              CITICORP USA, INC., in its
individual capacity as a Bank

By: _______________________
Name:
Title:

Address for notices:
Citicorp USA, Inc.
388 Greenwich Street
New York, New York  10013
Attention:  Nick McKee
Facsimile:  (212) 816-8098
Telephone: (212) 816-8592

54

EXHIBIT A

NOTE
____________, 2000

For Value Received, the undersigned, NRG Energy, Inc., a Delaware
corporation (the "Borrower"), promises to pay to the order of (the "Bank") on
the Maturity Date of the hereinafter defined Credit Agreement, at the principal
office of _____________ in New York, New York, in U.S. Dollars, the aggregate
unpaid principal amount of all Loans made by the Bank to the Borrower pursuant
to the Credit Agreement, together with interest on the principal amount of each
Loan from time to time outstanding hereunder at the rates, and payable in the
manner and on the dates, specified in the Credit Agreement.

The Bank shall record on its books or records or on a schedule attached to
this Note, which is a part hereof, each Loan made by it pursuant to the Credit
Agreement, together with all payments of principal and interest and the
principal balances from time to time outstanding hereon, whether the Loan is a
Base Rate Loan or a Eurocurrency Loan, the interest rate and Interest Period
applicable thereto, provided that prior to the transfer of this Note all such
amounts shall be recorded on a schedule attached to this Note. The record
thereof, whether shown on such books or records or on a schedule to this Note,
shall be prima facie evidence of the same, provided, however, that the failure
of the Bank to record any of the foregoing or any error in any such record shall
not limit or otherwise affect the obligation of the Borrower to repay all Loans
made to it pursuant to the Credit Agreement together with accrued interest
thereon.

This Note is one of the Notes referred to in the Credit Agreement dated as
of _________, 2000, among the Borrower, ________________, as Agent, and the
Banks party thereto (the "Credit Agreement"), and this Note and the holder
hereof are entitled to all the benefits provided for thereby or referred to
therein, to which Credit Agreement reference is hereby made for a statement
thereof. All defined terms used in this Note, except terms otherwise defined
herein, shall have the same meaning as in the Credit Agreement. This Note shall
be governed by and construed in accordance with the internal laws of the State
of New York.

Prepayments may be made hereon and this Note may be declared due prior to
the expressed maturity hereof, all in the events, on the terms and in the manner
as provided for in the Credit Agreement.

The Borrower hereby waives demand, presentment, protest or notice of any
kind hereunder.

NRG ENERGY, INC.

By: _______________________
Name: Brian B. Bird
Title: Vice President & Treasurer

A-1

55

EXHIBIT B

COMPLIANCE CERTIFICATE

This Compliance Certificate is furnished to ______________, as Agent
pursuant to the Credit Agreement (the "Credit Agreement") dated as of June 22,
2001, by and among NRG Energy, Inc., the financial institutions from time to
time party thereto and ___________, as Agent. Unless otherwise defined herein,
the terms used in this Compliance Certificate have the meanings ascribed thereto
in the Credit Agreement.

The undersigned hereby certifies that:

1.   I am the duly elected or appointed ___________ of NRG Energy, Inc.;

2.   I have reviewed the terms of the Credit Agreement and I have made, or
have caused to be made under my supervision, a detailed review of the
transactions and conditions of NRG Energy, Inc. and its Subsidiaries
during the accounting period covered by the attached financial
statements;

3.   The examinations described in paragraph 2 did not disclose, and I have
no knowledge of, the existence of any condition or event which
constitutes a Default or an Event of Default during or at the end of
the accounting period covered by the attached financial statements or
as of the date of this Compliance Certificate, except as set forth
below; and

4.   Schedule B-1 attached hereto sets forth financial data and
computations evidencing compliance with certain covenants of the
Credit Agreement, all of which data and computations are true,
complete and correct. All computations are made in accordance with the
terms of the Credit Agreement.

Described below are the exceptions, if any, to paragraph 3 by listing, in
detail, the nature of the condition or event, the period during which it has
existed and the action which the Borrower has taken, is taking, or proposes to
take with respect to each such condition or event:

B-1

56

The foregoing certifications, together with the computations set forth in
Schedule 1 hereto and the financial statements delivered with this Compliance
Certificate in support hereof

are made and delivered this                  day of                    ,
-----------------      --------------------  ------

B-2

57

COMPLIANCE CERTIFICATE

SCHEDULE B-1

COMPLIANCE CALCULATIONS FOR CREDIT AGREEMENT

CALCULATION AS OF __________, 20___

A.      Liens (Section 7.9)

1.       Total Liens $

(Line A1 not to exceed 10% of Consolidated Net Tangible Assets)

B.      Sale of Assets (Section 7.11)

1 .      Net book value of assets sold

during this fiscal year $

(Line B1 not to exceed 10% of Consolidated Net Tangible Assets)

C.      Consolidated Net Worth (Section 7.12)

1.       Consolidated stockholders equity $

2.       Less currency translation account $

3.       Consolidated Net Worth

(Line C1 minus Line C2) $

D.      Consolidated Capitalization

1.       Consolidated Net Worth (Line C3) $

2.       Indebtedness of the Borrower $

3.       Consolidated Capitalization

(Sum of line D1 and D2) $

E.     Indebtedness to Consolidated Capitalization

1.       Indebtedness of the Borrower $__________________

B-3

58

2.       50% of Indebtedness of Borrower consisting of performance 
guarantees under which demand has not been made $______________

3.       Adjusted Indebtedness of Borrower (line E1-E2) $_______________

4.       Consolidated Capitalization (line D3) $_________________

5.       Ratio of Adjusted Indebtedness of Consolidated Capitalization 
__ to __
(Line E3 to E4)
(ratio not to exceed 0.68 to 1.00 unless a Non-Conforming 
Period, in which case ratio cannot exceed 0.72 to 1.00)

B-4

59

EXHIBIT C

FORM OF LEGAL OPINION OF COUNSEL TO THE BORROWER

[DATE OF INITIAL DISBURSEMENT]

------------,
in its capacity as
Agent, and the Banks party to the Credit Agreement referred to below

Ladies and Gentlemen:

I am Vice President and General Counsel of NRG Energy, Inc., a Delaware
corporation ("Borrower"), and have represented the Borrower in connection with
the transactions to be effected pursuant to the terms and conditions of that
certain Credit Agreement dated as of the date hereof among the Borrower, the
Banks party thereto and __________________, as Agent (the "Credit Agreement").

This opinion is delivered to you pursuant to Section 6.1(a) of the Credit
Agreement. Capitalized terms used in this opinion and not otherwise defined
herein shall have the meanings ascribed thereto in the Credit Agreement.

In connection with this opinion I have examined:

A. the Credit Agreement; and

B. the Notes.

The foregoing documents, together with the other documents executed and
delivered by the Borrower to the Agent in connection with the Credit Agreement,
are sometimes referred to herein as the "Loan Documents."

I have also examined such corporate documents and records of the Borrower
and such certificates of public officials and officers of the Borrower as I have
deemed necessary or appropriate for purposes of rendering this opinion. In
stating my opinion, I have assumed the genuineness of all signatures (except the
Borrower), the authority of persons signing the Loan Documents on behalf of all
parties thereto (except the Borrower), the authenticity of all documents
submitted to us as originals and the conformity to authentic original documents
of all documents submitted to us as certified, conformed or photostatic copies.

Based on the foregoing, and subject to the qualifications set forth herein,
I am of the opinion that:

1. The Borrower is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware.

C-1

60

2. The Borrower has the corporate power and authority to execute, deliver
and perform the Loan Documents and all corporate action necessary to authorize
the execution, delivery and performance of the Loan Documents has been taken.

3. The Loan Documents have been duly executed and delivered on behalf of
the Borrower and constitute valid and binding obligations of the Borrower
enforceable against the Borrower in accordance with their respective terms,
except as limited by applicable bankruptcy, insolvency, moratorium or other
similar laws affecting the rights of creditors or the application of general
principles of equity (whether considered in a proceeding in equity or at law).

4. The execution, delivery and performance by the Borrower of the Loan
Documents do not: (i) result in a breach or other violation of any of the terms,
conditions or provisions of any indenture, loan or credit agreement or any other
agreement, lease or instrument to which the Borrower is a party or by which it
or any of its properties may be bound; (ii) result in a breach or other
violation of any of the terms, conditions or provisions of any order, writ,
injunction or decree of any court or other governmental authority or
instrumentality to which the Borrower is subject; or (iii) result in the
creation or imposition of any lien, charge, security interest or encumbrance
upon any property of the Borrower under any indenture, loan or credit agreement
or any other material agreement, lease, instrument, order, writ, injunction or
decree referred to in clauses (i) and (ii) above; where any such breach,
violation or lien could have a Material Adverse Effect. The execution, delivery
and performance by the Borrower of the Loan Documents and the transactions
contemplated thereby do not result in a breach or other violation of any of the
terms, conditions or provisions of any applicable federal, or Delaware statute
or regulation where such breach or violation could have a Material Adverse
Effect.

5. Except as set forth on Schedule 5.5 to the Credit Agreement, no
judgments are outstanding against the Borrower, nor is there pending or, to the
best of our knowledge, threatened, any litigation, investigation, contested
claim or governmental proceeding by or against the Borrower which could have a
Material Adverse Effect.

6. Neither the Borrower nor any Subsidiary is an "investment company"
within the meaning of the Investment Company Act of 1940, as amended. No
approvals by the SEC under the Public Utility Holding Company Act of 1935, as
amended ("PUHCA") are required in connection with the execution by the Borrower
of the Loan Documents or the performance by the Borrower of any of the
transactions contemplated thereby.

7. No authorization, consent, license, order or approval of, or other
action by, any governmental authority is required to be obtained or made in
connection with the due execution, delivery and performance of the Loan
Documents.

I am a member of the bar of the State of Minnesota, and I am not licensed to
practice in the States of Delaware or New York. I express no opinion on the law
of any other jurisdiction other than the State of Minnesota and the provisions
of the Delaware General 

C-2

61

Corporation Law and the federal laws of the United States applicable therein or
thereto. The opinions expressed herein are based upon the law and circumstances
as they are in effect or exist on the date hereof, and I assume no obligation to
revise or supplement this letter in the event of future changes in the law or
interpretations thereof with respect to circumstances or events that may occur
subsequent to the date hereof. I express no opinion as to the effect of the laws
of any other jurisdiction.

For purposes of the opinion rendered in paragraph 3, I have assumed that
the laws of the State of New York are substantially the same as the laws of the
State of Minnesota.

Minnesota Statutes ss.290.371, Subd. 4, provides that any corporation
required to file a Notice of Business Activities Report does not have a cause of
action upon which it may bring suit under Minnesota law unless the corporation
has filed a Notice of Business Activities Report and provides that the use of
the courts of the State of Minnesota for all contracts executed and all causes
of action that arose before the end of any period for which a corporation failed
to file a required report is precluded. Insofar as our opinion may relate to the
valid, binding and enforceable character of any agreement under Minnesota law or
in a Minnesota court, we have assumed that any party seeking to enforce such
agreement has at all times been, and will continue at all times to be, exempt
from the requirement of filing a Notice of Business Activities Report or, if not
exempt, has duly filed, and will continue to duly file, all Notice of Business
Activities Reports.

This opinion is furnished by me as General Counsel of the Borrower to you
pursuant to the Credit Agreement. This opinion is solely for your benefit and
may not be relied upon by any other Person or by you in any other context, or
any other Person that may become a Bank under the Credit Agreement after the
date hereof. This opinion may not be quoted, in whole or in part, or copies
hereof furnished, to any other Person, or any other Person that may become a
Bank under the Credit Agreement after the date hereof without my prior express
written consent.

Very truly yours,

C-3

62

SCHEDULE 5.2

SUBSIDIARIES

------------------------------------------------------------------------------------------------------------
Subsidiary Name                             State of Incorporation/
Formation
------------------------------------------------------------------------------------------------------------

1.          Berrians I Gas Turbine Power LLC                                          Delaware
------------------------------------------------------------------------------------------------------------
2.          Cobee Holdings Inc.                                                       Delaware
------------------------------------------------------------------------------------------------------------
3.          Elk River Resource Recovery, Inc.                                         Minnesota
------------------------------------------------------------------------------------------------------------
4.          Graystone Corporation                                                     Minnesota
------------------------------------------------------------------------------------------------------------
5.          Meriden Gas Turbines LLC                                                  Delaware
------------------------------------------------------------------------------------------------------------
6.          MidAtlantic Generation Holding LLC                                        Delaware
------------------------------------------------------------------------------------------------------------
7.          NEO Corporation                                                           Minnesota
------------------------------------------------------------------------------------------------------------
8.          NRG Connecticut Power Assets LLC                                          Delaware
------------------------------------------------------------------------------------------------------------
9.          Northeast Generation Holding LLC                                          Delaware
------------------------------------------------------------------------------------------------------------
10.         NRG Affiliate Services Inc.                                               Delaware
------------------------------------------------------------------------------------------------------------
11.         NRG Asia-Pacific, Ltd.                                                    Delaware
------------------------------------------------------------------------------------------------------------
12.         NRG Audrain Holding LLC                                                   Delaware
------------------------------------------------------------------------------------------------------------
13.         NRG Brazos Valley GP LLC                                                  Delaware
------------------------------------------------------------------------------------------------------------
14.         NRG Brazos Valley LP LLC                                                  Delaware
------------------------------------------------------------------------------------------------------------
15.         NRG Cadillac Inc.                                                         Delaware
------------------------------------------------------------------------------------------------------------
16.         NRG Capital LLC                                                           Delaware
------------------------------------------------------------------------------------------------------------
17.         NRG Central U.S. LLC                                                      Delaware
------------------------------------------------------------------------------------------------------------
18.         NRG ComLease LLC                                                          Delaware
------------------------------------------------------------------------------------------------------------
19.         NRG Connecticut Affiliate Services Inc.                                   Delaware
------------------------------------------------------------------------------------------------------------
20.         NRG Connecticut Ancillary Assets LLC                                      Delaware
------------------------------------------------------------------------------------------------------------
21.         NRG del Coronado Inc.                                                     Delaware
------------------------------------------------------------------------------------------------------------
22.         NRG Eastern LLC                                                           Delaware
------------------------------------------------------------------------------------------------------------
23.         NRG El Segundo Inc.                                                       Delaware
------------------------------------------------------------------------------------------------------------
24.         NRG Energy Center, Inc.                                                   Minnesota
------------------------------------------------------------------------------------------------------------
25.         NRG Energy Jackson Valley I, Inc.                                        California
------------------------------------------------------------------------------------------------------------
26.         NRG Energy Jackson Valley II, Inc.                                       California
------------------------------------------------------------------------------------------------------------
27.         NRG Granite Acquisition LLC                                               Delaware
------------------------------------------------------------------------------------------------------------
28.         NRG International Services Company                                        Delaware
------------------------------------------------------------------------------------------------------------
29.         NRG International Development Inc.                                        Delaware
------------------------------------------------------------------------------------------------------------

63

------------------------------------------------------------------------------------------------------------
30.         NRG International, Inc.                                                   Delaware
------------------------------------------------------------------------------------------------------------
31.         NRG Kaufman LLC                                                           Delaware
------------------------------------------------------------------------------------------------------------
32.         NRG Lakefield Inc.                                                        Delaware
------------------------------------------------------------------------------------------------------------
33.         NRG Latin America Inc.                                                    Delaware
------------------------------------------------------------------------------------------------------------
34.         NRG Louisiana LLC                                                         Delaware
------------------------------------------------------------------------------------------------------------
35.         NRG Mextrans Inc.                                                         Delaware
------------------------------------------------------------------------------------------------------------
36.         NRG MidAtlantic LLC                                                       Delaware
------------------------------------------------------------------------------------------------------------
37.         NRG Mesquite LLC                                                          Delaware
------------------------------------------------------------------------------------------------------------
38.         NRG North Central Operations Inc.                                         Delaware
------------------------------------------------------------------------------------------------------------
39.         NRG Northeast Affiliate Services Inc.                                     Delaware
------------------------------------------------------------------------------------------------------------
40.         NRG Operating Services, Inc.                                              Delaware
------------------------------------------------------------------------------------------------------------
41.         NRG PacGen Inc.                                                           Delaware
------------------------------------------------------------------------------------------------------------
42.         NRG Power Marketing Inc.                                                  Delaware
------------------------------------------------------------------------------------------------------------
43.         NRG Processing Solutions LLC                                              Delaware
------------------------------------------------------------------------------------------------------------
44.         NRG San Diego Inc.                                                        Delaware
------------------------------------------------------------------------------------------------------------
45.         NRG San Francisco Thermal Inc.                                            Delaware
------------------------------------------------------------------------------------------------------------
46.         NRG Services Corporation                                                  Delaware
------------------------------------------------------------------------------------------------------------
47.         NRG South Central Operations Inc.                                         Delaware
------------------------------------------------------------------------------------------------------------
48.         NRG Sunnyside Operations GP Inc.                                          Delaware
------------------------------------------------------------------------------------------------------------
49.         NRG Sunnyside Operations LP Inc.                                          Delaware
------------------------------------------------------------------------------------------------------------
50.         NRG Thermal Corporation                                                   Delaware
------------------------------------------------------------------------------------------------------------
51.         NRG Valmy Power LLC                                                       Delaware
------------------------------------------------------------------------------------------------------------
52.         NRG Valmy Power Holdings LLC                                              Delaware
------------------------------------------------------------------------------------------------------------
53.         NRG West Coast Inc.                                                       Delaware
------------------------------------------------------------------------------------------------------------
54.         NRG Western Affiliate Services Inc.                                       Delaware
------------------------------------------------------------------------------------------------------------
55.         O'Brien Cogeneration, Inc. II                                             Delaware
------------------------------------------------------------------------------------------------------------
56.         Okeechobee Power I, Inc.                                                  Delaware
------------------------------------------------------------------------------------------------------------
57.         Okeechobee Power II, Inc.                                                 Delaware
------------------------------------------------------------------------------------------------------------
58.         Okeechobee Power III, Inc.                                                Delaware
------------------------------------------------------------------------------------------------------------
59.         Power Operations, Inc.                                                    Delaware
------------------------------------------------------------------------------------------------------------
60.         San Joaquin Valley Energy I, Inc.                                        California
------------------------------------------------------------------------------------------------------------
61.         San Joaquin Valley Energy IV, Inc.                                       California
------------------------------------------------------------------------------------------------------------
62.         Scoria Incorporated                                                       Minnesota
------------------------------------------------------------------------------------------------------------
63.         South Central Generation Holding LLC                                      Delaware
------------------------------------------------------------------------------------------------------------

2

64
SCHEDULE 5.5

LITIGATION/GOVERNMENTAL PROCEEDINGS SUMMARY

Fortistar (Oswego)

In July 1999, Fortistar Capital, Inc. ("Fortistar") commenced an action against
NRG Energy, Inc. (the "Company") in Hennepin County (Minnesota) District Court,
seeking damages in excess of $100 million and an order restraining the Company
from consummating the acquisition of Niagara Mohawk Power Corporation's Oswego
generating station. Fortistar's motion for a temporary restraining order was
denied. A temporary injunction hearing was held in September 1999. The
acquisition was consummated in October 1999. In January 2000, the court denied
Fortistar's request for a temporary injunction. In April and December 2000, the
Company filed summary judgment motions to dispose of the litigation respecting
both liability and damages, and a hearing on these motions was held in April
2001 and certain of Fortistar's claims were dismissed. No trial date has been
set in respect of the remaining claims. The Company has asserted numerous
counterclaims against Fortistar and will continue to vigorously defend the suit.

New York Environmental Investigation

In May 2000, the New York Department of Environmental Conservation issued a
Notice of Violation to the Company and the prior owner of the Company's Huntley
and Dunkirk facilities in New York, relating to physical changes made at those
facilities prior to our assumption of ownership. The Notice of Violation alleges
that these changes represent major modifications undertaken without the proper
permits having been obtained. Although the Company has a right to
indemnification by the previous owner for fines, penalties, assessments and
related losses resulting from the previous owner's failure to comply with
environmental laws and regulations, if these facilities did not comply with the
applicable permit requirements, the Company could be required, among other
things, to install specified pollution control technology to further reduce
pollutant emissions from the Huntley and Dunkirk facilities, and the Company
could become subject to fines and penalties associated with the current and
prior operation of the facilities. The Company is currently in settlement
discussions with the Department of Environmental Conservation and the State
Attorney General's Office. On May 14, 2001, the Company received a Notice of
Intent to Sue from the New York Attorney General, notifying the Company pursuant
to Section 304 of the Clean Air Act (the "Act") of the State's intent to file
suit against the Company and Niagara Mohawk Power Corporation in federal
district court for violations of the Act, unless a settlement is reached within
60 days. The Company will continue its settlement discussions with the Attorney
General's Office and the Department of Environmental Conservation.

California Actions

The Company has been named as a defendant in certain private plaintiff class
actions filed in the Superior Court of the State of California for the County of
San 

65

Diego in San Diego, California on November 27, 2000 (Pamela R. Gordon v. Reliant
Energy, Inc., et al.) and November 29, 2000 (Ruth Hendricks v. Dynegy Power
Marketing Inc., et al.), and in the Superior Court of the State of California,
City and County of San Francisco (Pier 23 Restaurant v. PG&E Energy Trading, et
al., filed January 24, 2001). The Company has also been named in another suit
filed on January 16, 2001 in the Superior Court of the State of California for
the County of San Diego, brought by three California water districts, as
consumers of electricity (Sweetwater Authority v. Dynegy Inc., et al.), and in a
suit filed on January 18, 2001 in Superior Court of the State of California,
County of San Francisco, brought by the San Francisco City Attorney on behalf of
the People of the State of California (The People of the State of California v.
Dynegy Power Marketing, Inc., et al.). Although the complaints contain a number
of allegations, the basic claim is that, by underbidding forward contracts and
exporting electricity to surrounding markets, the defendants, acting in
collusion, were able to drive up wholesale prices on the Real Time and
Replacement Reserve markets, through the Western Systems Coordinating Council
and otherwise. The complaints allege that the conduct violated California
antitrust and/or unfair competition laws. The Company does not believe that it
has engaged in any illegal activities, and intends to vigorously defend these
lawsuits.

On May 2, 2001, certain partially-owned subsidiaries of the Company, and other
power generators and power traders, were named as defendants in a class action
filed in the Superior Court of the State of California for the County of Los
Angeles (Cruz M. Bustamante and Barbara Matthews v. Dynegy, Inc., et al.). The
complaint alleges that defendants engaged in various anti-competitive, unlawful,
fraudulent and unfair business practices and acts, and acted with the
anti-competitive purpose of using economic and physical withholding of
electricity from the California electric generation market in order to derive
monopoly profits from the sale of their electricity in California. The Company
does not believe that its affiliates named in this lawsuit engaged in any
illegal activities, and the Company's affiliates intend to vigorously contest
these allegations.

LABOR DISPUTE SUMMARY

None.

2

1
EXHIBIT 10.42

NRG EXECUTIVE OFFICER AND
KEY PERSONNEL

SEVERANCE PLAN

[[NAME]]

2

CONTENTS

-------------------------------------------------------------------------------------------------------------------
Article 1. Establishment, Term, and Purpose.......................................................................1

Article 2. Definitions............................................................................................1

Article 3. Participation..........................................................................................4

Article 4. Severance Benefits Other Than Upon Change in Control...................................................4

Article 5. Severance Benefits Upon Change in Control..............................................................6

Article 6. Excise Tax.............................................................................................7

Article 7. Outplacement Assistance................................................................................9

Article 8. The Company's Payment Obligation.......................................................................9

Article 9. Withholding............................................................................................9

Article 10. Non-Competition Other Than Upon Change in Control.....................................................9

Article 11. Non-Disparagement....................................................................................11

Article 12. Successors and Assignment............................................................................11

Article 13. Miscellaneous........................................................................................11

i

3

NRG ENERGY, INC.
EXECUTIVE OFFICER AND KEY PERSONNEL SEVERANCE PLAN

ARTICLE 1. ESTABLISHMENT, TERM, AND PURPOSE
1.1 ESTABLISHMENT OF THE PLAN. NRG Energy, Inc., (hereinafter referred to
as the "Company"), hereby establishes a severance plan to be known as the NRG
Executive Officer and Key Personnel Severance Plan (the "Plan"). The Plan
provides severance benefits to certain executive officers and key personnel (the
"Participants") of the Company upon a termination of employment from the
Company, including termination of employment as a result of a Change in Control
of the Company. The Plan is intended to supersede any and all plans, programs,
or agreements providing for severance-related payments. This specifically
includes, but is not limited to, the NRG and NSP Employment Agreements for
Executive Officers which the Company has previously terminated.

1.2 TERM OF THE PLAN. This plan shall be effective on the Effective Date
and shall remain in effect until the third anniversary of the Effective Date.
This plan shall thereafter automatically be renewed for successive one-year
terms each commencing on an Effective Date anniversary and ending on the day
immediately preceding the succeeding Effective Date anniversary. Notwithstanding
the foregoing, the Company may at any time and in its sole discretion terminate
this Plan at the end of the initial term or any renewal term by giving the
Participant six (6) months written notice prior to the end of a term.

1.3 PURPOSE OF THE PLAN. The purpose of the Plan is to provide certain
executive officers and key personnel of the Company financial security in the
event of a termination of employment from the Company, including termination of
employment as a result of a Change in Control of the Company.

ARTICLE 2. DEFINITIONS
Whenever used in this Plan, the following terms shall have the meanings set
forth below:

2.1 "BASE SALARY" means an amount equal to the Participant's base annual
salary as of the date of a termination. For this purpose, "Base Salary" shall
not include bonuses, long-term incentive compensation, or any remuneration other
than base annual salary.

2.2 "BENEFICIAL OWNER" shall have the meaning ascribed to such term in Rule
13d-3 of the General Rules and Regulations under the Exchange Act.

2.3 "BENEFICIARY" means the persons or entities designated or deemed
designated by the Participant pursuant to Section 13.1 hereof.

2.4 "BOARD" means the Board of Directors of the Company.

2.5 "CAUSE" shall mean the occurrence of any one or more of the following
events:

1

4

(a)  The willful (as defined in 2.5[c]) and continued failure by the
Participant to substantially perform his normal duties (other
than any such failure resulting from the Participant's
Disability), after a written demand for substantial performance,
signed by the CEO or the Participant's immediate supervisor, is
delivered to the Participant, that identifies the manner in which
the Participant has not substantially performed his duties, and
the Participant has failed to remedy the situation within thirty
(30) business days of receiving such notice; or

(b)  The Participant's conviction for committing an act of fraud,
embezzlement, theft, or other act constituting a felony; or the
Participant's violation of the Company Code of Conduct; or

(c)  The engaging by the Participant in willful, reckless or grossly
negligent conduct materially and demonstrably injurious to the
Company. However, no act, or failure to act on the Participant's
part, shall be considered "willful, reckless or grossly
negligent" unless done, or omitted to be done, by the Participant
not in good faith and without reasonable belief that his action
or omission was in the best interest of the Company.

2.6 "CODE" means the United States Internal Revenue Code of 1986, as
amended.

2.7 "CHANGE IN CONTROL" means a Change in Control as defined in the NRG
Energy, Inc. 2000 Long-Term Incentive Compensation Plan, which may be amended
from time to time as directed by the Board of Directors.

2.8 "COMMITTEE" means the Compensation Committee of the Board, or any other
committee appointed by the Board to perform the functions of the Compensation
Committee.

2.9 "COMPANY" means NRG Energy, Inc., a Delaware corporation (including any
and all subsidiaries), or any successor thereto as provided in Article 12
herein.

2.10 "DISABILITY" means the definition provided in the NRG Energy, Inc.
2000 Long-Term Incentive Compensation Plan.

2.11 "EFFECTIVE DATE" means [[Effective_Date]].

2.12 "EFFECTIVE DATE OF TERMINATION" means the date on which a termination
occurs which triggers the payment of Severance Benefits or Change in Control
Severance Benefits hereunder.

2.13 "EXCHANGE ACT" means the United States Securities Exchange Act of
1934, as amended.

2.14 "GOOD REASON" means, without the Participant's express written
consent, the occurrence of any one or more of the following:

(a)  Any material reduction in the Participant's Base Salary or
Targeted Bonus Opportunity below the amount in effect as of the
Change in Control Effective Date (including all increases
following the Change in Control Effective Date).

2

5

(b)  Any significant reduction in the Participant's benefits package,
except in the case of a reduction, which similarly applies to all
executives on a nondiscriminatory basis.

(c)  Any material reduction in the Participant's long-term incentive
opportunity with the Company.

(d)  Any assignment of new duties that requires the Participant to
relocate his domicile more than fifty (50) miles from the
Participant's current work location.

(e)  Any dissolution or liquidation of the Company.

(f)  Any significant reduction or diminution in the duties,
responsibilities, or position of the Participant from that in
effect, as of the Effective Date (including subsequent increases
in duties, responsibilities, or position), provided that the sale
of a Company division will not automatically be deemed to result
in the significant reduction or diminution in the duties,
responsibilities, or position of the Participant without a
specific showing of such reduction or diminution.

(g)  Any significant increase in responsibility without corresponding
compensation.

The Participant's right to terminate employment for Good Reason shall
not be affected by the Participant's incapacity due to Disability. The
Participant's continued employment shall not constitute consent to, or
a waiver of rights with respect to, any circumstance constituting Good
Reason herein.

2.15 "NOTICE OF TERMINATION" shall mean a written notice which shall
indicate the specific termination provision in this Plan relied upon, and shall
set forth in reasonable detail the facts and circumstances claimed to provide a
basis for termination of the Participant's employment under the provision so
indicated.

2.16 "PARTICIPANT" means the executive officers (other than the CEO) and
key personnel as designated by the CEO.

2.17 "PERSON" shall have the meaning ascribed to such term in Section
3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof,
including a "group" as defined in Section 13(d).

2.18 "PLAN" means NRG Executive Officer and Key Personnel Severance Plan.

2.19 "RETENTION PERIOD" means the period of time beginning on the Effective
Date of this Plan, and ending on the earlier to occur of: (a) the termination of
the Plan; or (b) six (6) months prior to the effective date of a Change in
Control. The retention period is only applicable in the event of general
severance.

2.20 "RETIREMENT" means retirement as defined in the applicable NRG Energy,
Inc. and/or NSP/Xcel programs in which the Participant is eligible, which may be
amended from time to time as directed by the Board of Directors.

3

6

2.21 "SEVERANCE BENEFITS" means the payment of severance compensation as
provided in Article 4 or 5 herein.

ARTICLE 3. PARTICIPATION
All executive officers and key personnel as defined by CEO shall be
eligible to participate in the Plan.

ARTICLE 4. SEVERANCE BENEFITS OTHER THAN UPON CHANGE IN CONTROL
4.1 RIGHT TO SEVERANCE BENEFITS. Subject to the provisions herein, the
Participant shall be entitled to receive from the Company Severance Benefits as
described in Section 4.2 herein, if, during the Retention Period, the
Participant's employment with the Company shall be terminated by the Company
without Cause or if the Participant terminates employment:

(a)  within 3 months of a material change or reduction in the
Participant's job responsibilities with the Company, unless such
action is remedied by the Company promptly upon receipt of
written notice thereof from Participant, or

(b)  as a result of a material breach by the Company of the
compensation or benefit terms of this Agreement, provided that
the Participant has given the Company written notice of, and a
reasonable opportunity to cure, such breach.

The Participant shall not be entitled to receive Severance Benefits under
Section 4.2 hereof if he is terminated for Cause, or if his employment with the
Company ends due to death, Disability, Retirement, or due to a voluntary
termination of employment by the Participant.

4.2 DESCRIPTION OF SEVERANCE BENEFITS. In the event that the Participant
becomes entitled to receive Severance Benefits, as provided in Section 4.1
herein, the Participant shall receive the following Severance Benefits:

(a)  [[Severance_Times]] time(s) the sum of: (i) the Participant's
Base Salary; and (ii) the greater of: (a) the Participant's
average annual bonus earned over the two (2) full fiscal years
prior to the Effective Date of Termination; or (b) the
Participant's target annual bonus established for the bonus plan
year in which the Participant's Effective Date of Termination
occurs.

(b)  An amount equal to the Participant's unpaid targeted annual
incentive, established for the plan year in which the
Participant's Effective Date of Termination occurs, multiplied by
a fraction, the numerator of which is the number of days
completed in the then existing fiscal year through the Effective
Date of Termination, and the denominator of which is three
hundred sixty-five (365).

(c)  A net cash payment equivalent to the COBRA rates of the welfare
benefits of medical insurance, dental insurance, and group term
life insurance for a period of [[Benefit__Months]] months. This
cash payment shall be made in one lump sum (net of applicable
withholding) as prospective reimbursement for the participant's
COBRA coverage costs for the number of months stated.

4

7

COBRA election and continuation enforced shall be the
responsibility of the participant and /or qualified
beneficiaries.

In the event the premium cost shall change for all employees of
the Company, the cost, likewise, shall change for the Participant
in a corresponding manner.

(d)  A cash payment of vacation earned prior to the Effective Date of
Termination, but not taken by the Participant.

(e)  Notwithstanding the provisions of the Long-term Incentive and
Compensation Plan (including any options granted thereunder)
regarding excercisability of options following termination of
employment, in the event that the Participant receives general
severance benefits under Article 4, options granted under the NRG
Energy, Inc. Long-term Incentive and Compensation Plan prior to
the termination date will continue to vest in accordance with the
existing vesting schedule for a period of two (2) years following
the termination date.

4.3 TERMINATION DUE TO DISABILITY. If the Participant's employment is
terminated due to Disability during the term of this Plan, the Participant shall
receive his Base Salary and accrued vacation through the Effective Date of
Termination and continuation of the welfare benefits of medical insurance,
dental insurance, and group term life insurance shall be subject to the
treatment provided under the applicable disability plan of the Company.

4.4 TERMINATION DUE TO RETIREMENT OR DEATH. If the Participant's employment
is terminated by reason of Retirement or death, the Participant or, where
applicable, the Participant's Beneficiaries, shall receive the Participant's
Base Salary and accrued vacation through the Effective Date of Termination, and
continuation of the welfare benefits of medical insurance, dental insurance, and
group term life insurance shall be subject to the treatment provided under the
applicable retirement plan of the Company.

4.5 TERMINATION FOR CAUSE OR BY THE PARTICIPANT OTHER THAN FOR GOOD REASON.
If the Participant's employment is terminated either: (a) by the Company for
Cause; or (b) by the Participant other than for Good Reason, the Company shall
pay the Participant his unpaid Base Salary and accrued vacation through the
Effective Date of Termination, at the rate then in effect, plus all other
amounts to which the Participant is entitled under any compensation plans of the
Company, at the time such payments are due, and the Company shall have no
further obligations to the Participant under this Plan.

4.6 NOTICE OF TERMINATION. Notice of Termination shall communicate any
termination by the Company for Cause or by the Participant for Good Reason at
least sixty (60) days prior to the date on which such termination shall be
effective. The Company can terminate the employment of the Participant with no
notice in which case the Company shall provide the Participant with continuation
of pay for sixty (60) days.

4.7 FORM AND TIMING OF SEVERANCE BENEFITS. At the discretion of the
Company, all cash payments set forth in Section 4.2 shall be made as a
continuance of pay net of appropriate 

5

8

withholdings, for the defined severance period, or in one (1) lump sum net of
appropriate withholdings, within forty-five (45) days after the Effective Date
of Termination.

ARTICLE 5. SEVERANCE BENEFITS UPON CHANGE IN CONTROL
5.1 RIGHT TO CHANGE IN CONTROL SEVERANCE BENEFITS. The Participant shall be
entitled to receive from the Company Change in Control Severance Benefits, as
described in Section 5.2 herein, if there has been a Change in Control of the
Company and if, within the six (6) full calendar month period prior to the
effective date of a Change in Control, or within twelve (12) calendar months
following the effective date of a Change in Control, the Participant's
employment with the Company shall end as a result of either an involuntary
termination of the Participant's employment by the Company for reasons other
than Cause, or by voluntary termination by the Participant for Good Reason.

The Participant shall not be entitled to receive Change in Control
Severance Benefits if he is terminated for Cause, or if his employment with the
Company ends due to death, Disability, or Retirement, or due to a voluntary
termination of employment by the Participant without Good Reason.

5.2 DESCRIPTION OF CHANGE IN CONTROL SEVERANCE BENEFITS. In the event that
the Participant becomes entitled to receive Change in Control Severance
Benefits, as provided in Section 5.1 herein, the Company shall pay to the
Participant and provide him with the following:

(a)  An amount equal to [[CIC_Times]] time(s) the sum of (i) the
Participant's Base Salary; and (ii) the greater of: (a) the
Participant's average annual bonus earned over the two (2) full
fiscal years prior to the Effective Date of Termination; or (b)
the Participant's target annual bonus established for the bonus
plan year in which the Participant's Effective Date of
Termination occurs.

(b)  An amount equal to the Participant's unpaid targeted annual
incentive, established for the plan year in which the
Participant's Effective Date of Termination occurs, multiplied by
a fraction, the numerator of which is the number of days
completed in the then existing fiscal year through the Effective
Date of Termination, and the denominator of which is three
hundred sixty-five (365).

(c)  A cash payment of vacation earned prior to the Effective Date of
Termination, but not taken by the Participant.

(d)  A net cash payment equivalent to the COBRA rates of the welfare
benefits of medical insurance, dental insurance, and group term
life insurance for a period of [[Benefit__Months]] months. This
cash payment shall be made in one lump sum (net of applicable
withholding) as prospective reimbursement for the participant's
COBRA coverage costs for the number of months stated.

COBRA election and continuation enforced shall be the
responsibility of the participant and/or qualified beneficiaries.

6

9

(e)  All outstanding long-term incentive awards shall be subject to
the treatment provided under the applicable long-term incentive
plan of the Company.

5.3 TERMINATION FOR DISABILITY. Following a Change in Control of the
Company, if the Participant's employment is terminated due to Disability during
the term of this Plan, the Participant shall receive his Base Salary and accrued
vacation through the Effective Date of Termination and continuation of the
welfare benefits of medical insurance, dental insurance, and group term life
insurance shall be subject to the treatment provided under the applicable
disability plan of the Company.

5.4 TERMINATION FOR RETIREMENT OR DEATH. Following a Change in Control of
the Company, if the Participant's employment is terminated by reason of his
Retirement or death, the Participant or, where applicable, the Participant's
Beneficiaries, shall receive the Participant's Base Salary and accrued vacation
through the Effective Date of Termination, and continuation of the welfare
benefits of medical insurance, dental insurance, and group term life insurance
shall be subject to the treatment provided under the applicable retirement plan
of the Company.

5.5 TERMINATION FOR CAUSE OR BY THE PARTICIPANT OTHER THAN FOR GOOD REASON
OR RETIREMENT. Following a Change in Control of the Company, if the
Participant's employment is terminated either: (i) by the Company for Cause; or
(ii) by the Participant (other than for Retirement) and other than for Good
Reason, the Company shall pay the Participant his full Base Salary and accrued
vacation through the Effective Date of Termination, at the rate then in effect,
plus all other amounts to which the Participant is entitled under any
compensation plans of the Company, at the time such payments are due, and the
Company shall have no further obligations to the Participant under this Plan.

5.6 NOTICE OF TERMINATION. Notice of Termination shall communicate any
termination by the Company for Cause or by the Participant for Good Reason at
least sixty (60) days prior to the date on which such termination shall be
effective. The Company can terminate the employment of the Participant with no
notice in which case the Company shall provide the Participant with continuation
of pay for sixty (60) days.

5.7 FORMS AND TIMING OF CHANGE IN CONTROL SEVERANCE BENEFITS. At the
discretion of the Company, all cash payments set forth in Section 5.2 shall be
made as a continuance of pay net of appropriate withholdings, for the defined
severance period, or in one (1) lump sum net of appropriate withholdings, within
forty-five (45) days after the Effective Date of Termination.

ARTICLE 6. EXCISE TAX
6.1 EXCISE TAX EQUALIZATION PAYMENT. In the event that the Participant
becomes entitled to severance benefits or any other payment or benefit under
this Plan, or under any other agreement or plan of the Company (in the
aggregate, the "Total Payments"), if any of the Total Payments will be subject
to the tax (the "Excise Tax") imposed by Section 4999 of the Code (or any
similar tax that may hereafter be imposed), the Company shall pay to the
Participant in cash an additional amount (the "Gross-Up Payment") such that the
net amount retained by the Participant after deduction of any Excise Tax upon
the Total Payments and any federal, state and local income tax and Excise Tax
upon the Gross-Up Payment provided for by this Section 6.1 (including FICA and
FUTA), shall be equal to the Total Payments. Such payment shall be made by the
Company to the Participant as soon 

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as practical following the effective date of termination, but in no event beyond
forty-five (45) days from such date.

6.2 TAX COMPUTATION. For purposes of determining whether any of the Total
Payments will be subject to the Excise Tax and the amounts of such Excise Tax:

(a)  Any other payments or benefits received or to be received by the
Participant in connection with a Change in Control of the Company
or the Participant's termination of employment (whether pursuant
to the terms of this Plan or any other plan, arrangement, or
agreement with the Company, or with any person (which shall have
the meaning set forth in Section 3(a)(9) of the Securities
Exchange Act of 1934, including a "group" as defined in Section
13(d) therein) whose actions result in a Change in Control of the
Company or any person affiliated with the Company or such
persons) shall be treated as "parachute payments" within the
meaning of Section 280G(b)(2) of the Code, and all "excess
parachute payments" within the meaning of Section 280G(b)(1)
shall be treated as subject to the Excise Tax, unless in the
opinion of tax counsel as supported by the Company's independent
auditors and acceptable to the Participant, such other payments
or benefits (in whole or in part) do not constitute parachute
payments, or unless such excess parachute payments (in whole or
in part) represent reasonable compensation for services actually
rendered within the meaning of Section 280G(b)(4) of the Code in
excess of the base amount within the meaning of Section
280G(b)(3) of the Code, or are otherwise not subject to the
Excise Tax;

(b)  The amount of the Total Payments which shall be treated as
subject to the Excise Tax shall be equal to the lesser of: (i)
the total amount of the Total Payments; or (ii) the amount of
excess parachute payments within the meaning of Section
280G(b)(1) (after applying clause (a) above); and

(c)  The value of any non-cash benefits or any deferred payment or
benefit shall be determined by the Company's independent auditors
in accordance with the principles of Sections 280G(d)(3) and (4)
of the Code.

For purposes of determining the amount of the Gross-Up Payment, the
Participant shall be deemed to pay federal income taxes at the highest marginal
rate of federal income taxation in the calendar year in which the Gross-Up
Payment is to be made, and state and local income taxes at the highest marginal
rate of taxation in the state and locality of the Participant's residence on the
effective date of termination, net of the maximum reduction in federal income
taxes which could be obtained from deduction of such state and local taxes.

6.3 SUBSEQUENT RECALCULATION. In the event the Internal Revenue Service
adjusts the computation of the Company under Section 6.2 herein so that the
Participant did not receive the greatest net benefit, the Company shall
reimburse the Participant for the full amount necessary to make the Participant
whole, plus a market rate of interest, as determined by the Committee.

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ARTICLE 7. OUTPLACEMENT ASSISTANCE
Following a termination of employment in which Severance Benefits or Change
in Control Severance Benefits are payable hereunder, the Participant shall be
reimbursed by the Company for the costs of all outplacement services obtained by
the Participant within the two (2) year period after the Effective Date of
Termination; provided, however, that the total reimbursement shall be limited to
an amount equal to [[Outplace_]].

ARTICLE 8. THE COMPANY'S PAYMENT OBLIGATION
8.1 PAYMENT OBLIGATIONS ABSOLUTE. The Company's obligation to make the
payments and the arrangements provided for herein shall be absolute and
unconditional, and shall not be affected by any circumstances, including,
without limitation, any offset, counterclaim, recoupment, defense, or other
right which the Company may have against the Participant or anyone else. All
amounts payable by the Company hereunder shall be paid without notice or demand.
Each and every payment made hereunder by the Company shall be final, and the
Company shall not seek to recover all or any part of such payment from the
Participant or from whomsoever may be entitled thereto, for any reasons
whatsoever.

The Participant shall not be obligated to seek other employment in
mitigation of the amounts payable or arrangements made under any provision of
this Plan, and the obtaining of any such other employment shall in no event
effect any reduction of the Company's obligations to make the payments and
arrangements required to be made under this Plan, except to the extent provided
in Sections 4.2(c) and 5.2(d) herein.

8.2 CONTRACTUAL RIGHTS TO BENEFITS. This Plan establishes and vests in the
Participant a contractual right to the benefits to which he is entitled
hereunder. However, nothing herein contained shall require or be deemed to
require, or prohibit or be deemed to prohibit, the Company to segregate,
earmark, or otherwise set aside any funds or other assets, in trust or
otherwise, to provide for any payments to be made or required hereunder.

ARTICLE 9. WITHHOLDING
The Company shall be entitled to withhold from any amounts payable under
this Plan all taxes as legally shall be required (including, without limitation,
any United States federal taxes, and any other state, city, or local taxes).

ARTICLE 10. NON-COMPETITION OTHER THAN UPON CHANGE IN CONTROL
10.1 PROHIBITION ON COMPETITION. Unless there has been a Change in Control,
the Participant agrees that during the course of the Participant's employment
with the Company, without the prior written consent of the Company, and for one
(1) year from the date of the Participant's voluntary or involuntary termination
of employment with the Company, the Participant shall not:

(a)  Directly or indirectly own, manage, consult, associate with,
operate, join, work for, control or participate in the ownership,
management, operation or control of, or be connected in any
manner with, any business (whether in corporate, proprietorship,

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or partnership form or otherwise), as more than a 10% owner in
such business or member of a group controlling such business,
which is engaged in any activity which competes with the business
of the Company as conducted one (1) year prior to (and up
through) the date of the Participant's involuntary or voluntary
termination of employment with the Company or which will compete
with any proposed business activity of the Company in the
planning stage on such date of involuntary or voluntary
termination. The participant and the Company agree that this
provision is reasonably enforced as to any geographic area.

(b)  Directly or indirectly solicit, service, contract with or
otherwise engage any past (one year prior), existing or
prospective customer, client, or account who then has a
relationship with the Company for current or prospective business
on behalf of a competitor of the Company, or on the Participant's
own behalf for a competing business. The Participant and the
Company agree that this provision is reasonably enforced with
reference to any geographic area applicable to such relationships
with the Company.

(c)  Cause or attempt to cause any existing or prospective customer,
client, or account, who then has a relationship with the Company
for current or prospective business, to divert, terminate, limit
or in any manner modify, or fail to enter into any actual or
potential business relationship with the Company. The Participant
and the Company agree that this provision is reasonably enforced
with reference to any geographic area applicable to such
relationships with the Company.

(d)  The Company agrees that the terms "activity which competes with
the business of the Company," "competitor of the Company,"
"competing business," and "relationship with the Company" as used
in this Agreement shall be narrowly applied and that it is not
the belief of the Company that all companies in the energy
business are competitors of the Company. The Company further
agrees that this Agreement shall not be so broadly construed that
the Participant is prevented during the non-compete period from
obtaining all other employment in the energy industry.

10.2 DISCLOSURE OF INFORMATION. The Participant recognizes that he has
access to and knowledge of certain confidential and proprietary information of
the Company, which is essential to the performance of his duties as an employee
of the Company. The Participant will not, during or after the term of his
employment by the Company, in whole or in part, disclose such information to any
person, firm, corporation, association, or other entity for any reason or
purpose whatsoever, nor shall he make use of any such information for his own
purposes.

10.3 COVENANTS REGARDING OTHER EMPLOYEES. During the period ending one (1)
year following the payment of Severance Benefits or Change in Control Severance
Benefits under this Plan, the Participant agrees to not directly or indirectly
solicit, employ or conspire with others to employ any of the Company's
employees. The term "employ" for purposes of this paragraph means to enter into
an arrangement for services as a full-time or part-time employee, independent
contractor, consultant, agent or otherwise. The Participant and the Company
agree that this provision is reasonably enforced as to any geographic area.

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ARTICLE 11. NON-DISPARAGEMENT
11.1 DISPARAGEMENT. The Participant and the Company, each agrees not to
make any disparaging or negative statements about the Company or the
Participant, including but not limited to its products, services or management
to any person or entity whatsoever, including but not limited to past, present
and prospective employees or employers, customers, clients, analysts, investors,
vendors and suppliers.

11.2 RELEASE. In order to receive the severance benefits provided under the
Plan, the Participant will be required to provide the Company with a release in
a form to be provided by the Company. Such release shall fully release the
Company and all of its officers, agents, directors, employees, and
representatives, any affiliated companies, businesses or entities, and all other
persons and entities from each and every legal claim or demand of any kind that
the Participant ever had or might have arising out of any action, conduct or
decision taking place during the Participant's employment with the Company, or
arising out of the Participant's separation from that employment, whether or not
any such claim is known at the time of separation. The Company will provide the
Participant with a release in a form provided by the Company. Such release shall
release the Participant from each and every legal claim or demand excluding acts
of fraud, embezzlement, theft or other acts constituting a felony.

ARTICLE 12. SUCCESSORS AND ASSIGNMENT
12.1 SUCCESSORS TO THE COMPANY. The Company will require any successor
(whether direct or indirect, by purchase, merger, consolidation, or otherwise)
of all or substantially all of the business and/or assets of the Company or of
any division or subsidiary thereof to expressly assume and agree to perform the
Company's obligations under this Plan in the same manner and to the same extent
that the Company would be required to perform them if no such succession had
taken place. Failure of the Company to obtain such assumption and agreement
prior to the effective date of any such succession shall be a breach of this
Plan and shall entitle the Participant to compensation from the Company in the
same amount and on the same terms as he would be entitled to hereunder if he had
terminated his employment with the Company voluntarily for Good Reason. Except
for the purposes of implementing the foregoing, the date on which any such
succession becomes effective shall be deemed the Effective Date of Termination.

12.2 ASSIGNMENT BY THE PARTICIPANT. This Plan shall inure to the benefit of
and be enforceable by the Participant's personal or legal representatives,
executors, administrators, successors, heirs, distributees, devisees, and
legatees. If the Participant dies while any amount would still be payable to him
hereunder had he continued to live, all such amounts, unless otherwise provided
herein, shall be paid in accordance with the terms of this Plan, to the
Participant's Beneficiary. If the Participant has not named a Beneficiary, then
such amounts shall be paid to the Participant's devisee, legatee, or other
designee, or if there is no such designee, to the Participant's estate.

ARTICLE 13. MISCELLANEOUS
13.1 BENEFICIARIES. The Participant may designate one or more persons or
entities as the primary and/or contingent Beneficiaries of any Severance

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Benefits or Change in Control Severance Benefits owing to the Participant under
this Plan. Such designation must be in the form of a signed writing acceptable
to the Company. The Participant may make or change such designations at any
time.

13.2 GENDER AND NUMBER. Except where otherwise indicated by the context,
any masculine term used herein also shall include the feminine, the feminine
shall include the masculine; the plural shall include the singular, and the
singular shall include the plural.

13.3 SEVERABILITY. In the event any provision of this Plan shall be held
illegal or invalid for any reason, the illegality or invalidity shall not affect
the remaining parts of the Plan, and the Plan shall be construed and enforced as
if the illegal or invalid provision had not been included. Further, the captions
of this Plan are not part of the provisions hereof and shall have no force and
effect.

13.4 MODIFICATION. No provision of this Plan may be modified, waived, or
discharged unless such modification, waiver, or discharge is agreed to in
writing and signed by the Participant and by an authorized member of the
Committee, or by the respective parties' legal representatives and successors.

13.5 APPLICABLE LAW. To the extent not preempted by the laws of the United
States, the laws of the State of Minnesota, shall be the controlling law in all
matters relating to this Plan.

[[Name]]
----------------------------------------
Participant's Name

----------------------------------------
Participant's Signature

----------------------------------------
Date

NRG Energy, Inc.

By:
----------------------------------------

Title:   Chairman, President and CEO
----------------------------------------

Date:
----------------------------------------

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