Common use of Conditions Precedent Clause in Contracts

Conditions Precedent. This Second Collateral Call Extension Letter shall become effective as of the date first above written when and only when, on or before October 11, 2002, the following conditions shall have been satisfied: (a) NRG Energy and each of its Subsidiaries indicated on the signature pages hereto (each such Person being referred to herein as a "NRG PARTY") shall have executed and delivered to each of the Signing Agents a copy of this Second Collateral Call Extension Letter; (b) Each of the Signing Agents shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Lenders representing at least the Required Percentage under the relevant Primary Agreement required to consent to the Collateral Extension under the terms of such Primary Agreement, and Bane of America Securities Limited, as Killingholme Facility Agent, shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Killingholme Lenders representing at least the Required Percentage of the Killingholme Lenders under the terms of the Killingholme Facility Agreement. (c) NRG Energy shall have delivered to each of the Agents the following financial and other information (which shall in the cases of clauses (i), (ii), (iii), (iv), (v) and (vi) be accompanied by a certificate of the chief financial officer or treasurer of NRG Energy to substantially the effect contemplated by paragraph 3(h)): (i) a 13-week forecast of cash flow and expenditures for NRG Energy and its Subsidiaries for the period commencing with the week of September 2, 2002 (the "CASH FORECAST"), which shall reflect the reasonable estimates by NRG Energy of opening cash balances, operating cash receipts and asset sale and other cash receipts and capital, operating and other expenditures on an as received and as made basis. The Cash Forecast shall include separate forecasts on a consolidating and consolidated basis in a form reasonably acceptable to FTI Policano & Manzo, LLC. Schedules to the Cash Forecast shall include a specific schedule of anticipated payments to Affiliates of NRG Energy and a listing of payments of principal of and interest on the Debt of NRG Energy and its Subsidiaries due during such period (including the dates when due and any applicable grace periods and whether or not such payments are anticipated to be made) and of payments in respect of turbine orders by them due during such period (including whether or not such payments are anticipated to be made); (ii) a schedule of all material assets of NRG Energy and its Subsidiaries that are not subject to any material Liens and any recent material indications of the values thereof; (iii) a listing of all material agreements or instruments that prohibit or limit the ability of NRG Energy or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of the assets set forth in the previous clause (ii); (iv) to the extent not previously delivered pursuant to the Initial Collateral Call Extension Letter, a list, and copies, of all tax sharing agreements and arrangements, Debt Instruments, Capital Expenditure Agreements, Lease Agreements or Other Material Agreements (or any agreements or documents relating thereto or entered into or delivered in connection therewith) to which NRG Energy or any of its Subsidiaries are a party which require (A) that NRG Energy or such Subsidiary post cash collateral, letters of credit or other similar credit support or make certain equity contributions as a result of a decline in the credit rating of NRG Energy or the occurrence of any other similar credit event or

Conditions Precedent. This Second Collateral Call Extension Letter The Lender’s agreement to consent to the Borrowers’ requests referred to in Recital F hereof is subject to the condition that the Lender shall become effective as of have received the date first above written when following in form and only whensubstance satisfactory to the Lender, in all respects on or before October 11, 2002, the following conditions shall have been satisfiedprior to 2 June 2010: (a) NRG Energy certificate of incumbency of each Borrower and each the Seanergy Holdings Guarantor signed by its secretary or a director thereof, stating, inter alia, the officers and/or directors of same and that no amendment has been effected to its Subsidiaries indicated on Articles of Incorporation and By-Laws, as the signature pages hereto (each such Person being referred to herein as a "NRG PARTY") shall have executed and delivered to each case may be, from the date of the Signing Agents a copy Financial Agreement until the date of this Second Collateral Call Extension Lettersuch certificate, or advising of any change thereto by attaching the relevant amendment to the certificate; (b) Each certificate or other evidence in respect of the Signing Agents shall have executed existence and delivered to NRG Energy a copy good standing of each Borrower and the Seanergy Holdings Guarantor dated not more than fifteen (15) days before the date of this Second Collateral Call Extension Letter on behalf of Lenders representing at least the Required Percentage under the relevant Primary Agreement required to consent to the Collateral Extension under the terms of such Primary Agreement, and Bane of America Securities Limited, as Killingholme Facility Agent, shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Killingholme Lenders representing at least the Required Percentage of the Killingholme Lenders under the terms of the Killingholme Facility Agreement.Addendum No. 3; (c) NRG Energy shall have minutes of meeting of the directors and shareholders, or resolutions of the directors and shareholders of each Borrower at which there was approved the entry into execution delivery and performance of this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto to which the relevant Borrower is a party; (d) evidence of the due authority of any person signing this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto on behalf of each Borrower and the Seanergy Holdings Guarantor; (e) the Supplemental Security Documents referred to in Clause 4, all duly executed, delivered to each the Lender and where appropriate duly registered with the relevant authorities; (f) confirmation from any agents for service of process nominated in this Addendum No. 3 and elsewhere in the Supplemental Security Documents for the acceptance of any notice of service of process that they consent to such nomination; (g) opinions from lawyers appointed by the Lender at the Borrowers’ expense as to all such aspects of law as the Lender shall deem relevant for this Addendum No. 3 and the Supplemental Security Documents and any other documents executed pursuant thereto or hereto; (h) payment to the Lender of an amount of Four thousand Five hundred Euros (€4,500) in respect of legal fees of the Agents the following financial Greek and other information (which shall in the cases of clauses (i), (ii), (iii), (iv), (v) and (vi) be accompanied by a certificate English legal advisors of the chief financial officer or treasurer Lender in respect of NRG Energy to substantially this Addendum No. 3 and the effect contemplated by paragraph 3(h)):Supplemental Security Documents; (i) a 13-week forecast of cash flow and expenditures for NRG Energy and its Subsidiaries for the period commencing with the week of September 2, 2002 (the "CASH FORECAST"), which shall reflect the reasonable estimates by NRG Energy of opening cash balances, operating cash receipts and asset sale and other cash receipts and capital, operating and other expenditures on an as received and as made basis. The Cash Forecast shall include separate forecasts on a consolidating and consolidated basis in a form reasonably acceptable to FTI Policano & Manzo, LLC. Schedules payment to the Cash Forecast shall include a specific schedule Lender of anticipated payments to Affiliates an amount of NRG Energy and a listing the fees of payments the ▇▇▇▇▇▇▇▇ Islands counsel of principal of and interest on the Debt of NRG Energy and its Subsidiaries due during such period (including the dates when due and any applicable grace periods and whether or not such payments are anticipated to be made) and of payments in respect of turbine orders by them due during such period (including whether or not such payments are anticipated to be made)Lender; (iij) a schedule payment to the Lender of all material assets of NRG Energy and its Subsidiaries that are not subject to any material Liens and any recent material indications an amount of the values thereoffees of the Bahamian counsel of the Lender; (iiik) a listing payment to the Lender of all material agreements or instruments that prohibit or limit the ability of NRG Energy or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any an amount of the assets set forth in fees of the previous clause (ii);British Virgin Islands counsel of the Lender; and (ivl) evidence that the Borrowers are in compliance with their obligations under Clause 19.22 of the Financial Agreement. PROVIDED HOWEVER THAT the Lender may in its absolute discretion consent to the extent Borrowers’ request referred to in Recital E hereof notwithstanding that all the conditions specified in this Clause 5 have not previously delivered pursuant been fulfilled and in this event the Borrowers hereby covenant to procure the Initial Collateral Call Extension Letter, a list, and copies, fulfilment of all tax sharing agreements and arrangements, Debt Instruments, Capital Expenditure Agreements, Lease Agreements such conditions within ten (10) days after the Effective Date or Other Material Agreements (or any agreements or documents relating thereto or entered into or delivered in connection therewith) to which NRG Energy or any of its Subsidiaries are a party which require (A) that NRG Energy or at such Subsidiary post cash collateral, letters of credit or other similar credit support or make certain equity contributions as a result of a decline in time specified by the credit rating of NRG Energy or the occurrence of any other similar credit event orLender.

Conditions Precedent. This Second Collateral Call Extension Letter shall become effective as The obligations of the date first above written when and only when, on or before October 11, 2002, the following conditions Parties under this Agreement shall have been satisfied: (a) NRG Energy and each of its Subsidiaries indicated on the signature pages hereto (each such Person being referred to herein as a "NRG PARTY") shall have executed and delivered to each of the Signing Agents a copy of this Second Collateral Call Extension Letter; (b) Each of the Signing Agents shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Lenders representing at least the Required Percentage under the relevant Primary Agreement required to consent to the Collateral Extension under the terms of such Primary Agreement, and Bane of America Securities Limited, as Killingholme Facility Agent, shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Killingholme Lenders representing at least the Required Percentage of the Killingholme Lenders under the terms of the Killingholme Facility Agreement. (c) NRG Energy shall have delivered to each of the Agents the following financial and other information (which shall in the cases of clauses (i), (ii), (iii), (iv), (v) and (vi) be accompanied by a certificate of the chief financial officer or treasurer of NRG Energy to substantially the effect contemplated by paragraph 3(h)): conditioned upon (i) the receipt of a 13-week forecast of cash flow final order or other regulatory determination from the Commission that PNM may procure renewable energy and expenditures for NRG Energy and its Subsidiaries for the period commencing with the week of September 2, 2002 (the "CASH FORECAST"), which shall reflect the reasonable estimates by NRG Energy of opening cash balances, operating cash receipts and asset sale and other cash receipts and capital, operating and other expenditures on an as received and as made basis. The Cash Forecast shall include separate forecasts on a consolidating and consolidated basis in a form reasonably acceptable to FTI Policano & Manzo, LLC. Schedules associated RECs pursuant to the Cash Forecast shall include a specific schedule of anticipated payments to Affiliates of NRG Energy Power Purchase Agreement—Jicarilla Solar 2 Facility dated May 30, 2019, between PNM and a listing of payments of principal of and interest on the Debt of NRG Energy and its Subsidiaries due during such period Jicarilla Solar 2 LLC (including the dates when due and any applicable grace periods and whether or not such payments are anticipated to be made) and of payments in respect of turbine orders by them due during such period (including whether or not such payments are anticipated to be made“PPA”); ; (ii) a schedule approval of all material assets of NRG Energy and its Subsidiaries that are not subject to any material Liens and any recent material indications of the values thereof; PNM Solar DirectSM; (iii) a listing approval of all material agreements any associated new or instruments that prohibit amended PNM rate or limit the ability of NRG Energy or any of its Subsidiaries to createrate rider, incur, assume or suffer to exist any Lien upon any of the assets set forth in the previous clause (ii); and (iv) approval of the form of PNM Solar DirectSM Service Agreement—Governmental Entities (“Form Agreement”) (collectively, “Requested Actions”). In particular, but without limitation: a. PNM agrees to use commercially reasonable efforts to request and obtain Commission Approval of the Requested Actions, and ▇▇▇▇▇▇▇▇ agrees to cooperate with and assist PNM in these efforts as PNM may reasonably request. b. Commission Approval shall be considered received when the Commission issues a final written order that is not contested or is no longer subject to appeal or further proceedings on remand (i) approving the Requested Actions, or (ii) approving the Requested Actions in part or subject to conditions or substantial modifications that directly impact Customer’s rates and service under Rider No. 50, provided that each of Customer and PNM agrees, subject to its reasonable discretion, to accept those conditions, modifications or such partial approval as sufficient (collectively, “Commission Approval”). c. If the Commission disapproves the PPA or Rider No. 50, then this Agreement shall automatically terminate ten (10) days after the date of such action by the Commission and be of no further force or effect, with no further obligation or liability of either Party to the extent other Party or to any other person. d. If any Commission Approval is issued as described in clause (b)(ii) above, then the Parties shall meet and confer no later than fifteen (15) days after the date of the Commission Approval order regarding whether PNM or Customer wishes to amend this Agreement to address any conditions or substantial modifications or not previously delivered pursuant to accept any partial or conditioned approval or substantial modification contained in the Commission Approval. If the Parties are unable to mutually agree on any amendments to this Agreement to address such Commission Approval order, then this Agreement shall automatically terminate ten (10) days after the date on which the Parties conferred and be of no further force or effect, with no further obligation or liability of either Party to the Initial Collateral Call Extension Letter, a list, and copies, of all tax sharing agreements and arrangements, Debt Instruments, Capital Expenditure Agreements, Lease Agreements other Party or Other Material Agreements (or any agreements or documents relating thereto or entered into or delivered in connection therewith) to which NRG Energy or any of its Subsidiaries are a party which require (A) that NRG Energy or such Subsidiary post cash collateral, letters of credit or other similar credit support or make certain equity contributions as a result of a decline in the credit rating of NRG Energy or the occurrence of any other similar credit event orperson, unless PNM and Customer mutually agree in writing within such ten

Conditions Precedent. This Second Collateral Call Extension Letter Agreement shall become effective as of the date first above written when and only when, on or before October 11, 2002, Distribution Date so long as each of the following conditions shall have been satisfiedsatisfied on or prior to such date: (a) NRG Energy and each of its Subsidiaries indicated on the signature pages hereto (each such Person being referred to herein as a "NRG PARTY") Administrative Agent shall have executed and delivered to received each of the Signing Agents a copy following documents, duly executed, each dated on or prior to the Distribution Date, in each case, in form and substance reasonably satisfactory to Administrative Agent (except that the Borrower Certificate shall be satisfactory to Administrative Agent in its sole discretion): (i) duly executed counterparts of this Second Collateral Call Extension LetterAgreement; (1) an email from Borrower estimating the aggregate Principal Portion to be paid on the Distribution Date by no later than 4:20 p.m. on the Business Day prior to the Distribution Date and (2) duly executed Borrower Certificate received and approved by Administrative Agent no later than 8:30 p.m. on the Business Day prior to the Distribution Date; (iii) duly executed counterparts of the Other Payoff Agreement and the “Borrower Certificate” delivered pursuant to the Other Payoff Agreement; (iv) a certificate of General Partner certifying the names and true signatures of the Responsible Officers of General Partner authorized to sign this Agreement; (v) a certificate evidencing the good standing (or equivalent) of each of Borrower and General Partner in its jurisdiction of formation and/or incorporation and each other jurisdiction where it is qualified to do business dated a date not earlier than (x) ten (10) Business Days prior to the Distribution Date (with a bring down on the Business Day prior to the Distribution Date), in the case of the General Partner or (y) two (2) Business Days prior to the Distribution Date, in the case of Borrower; (vi) (x) the most recent account statements of Borrower with respect to each asset then owned by Borrower, (y) a list of all Debt, liabilities and/or commitments of Borrower, and the Available Cash Amount for Borrower and General Partner, and (z) a description of the material terms of each item on such list (including the amount of any liability thereunder, whether contingent, direct or otherwise, the due date for each such liability, the total unfunded commitment, if any, and the rate of interest, if any, applicable thereto), to the extent any such account statements, list and description have been prepared in accordance with Section 5.01(b)(ii) of the Margin Loan Agreement, and a certificate of a Responsible Officer of General Partner, dated as of the Distribution Date, certifying that the aforementioned account statements, list and description, if any, are true, correct and complete; and (vii) evidence of Borrower’s entry into the Amended LPA (which shall include provisions permitting Borrower to act on behalf of the Limited Partners as described herein); (b) Each the LTV Ratio after the close of business on the Signing Agents Business Day prior to the Distribution Date shall be no greater than 50%, and no LTV Breach shall have executed and delivered to NRG Energy occurred that has not been cured by a copy of this Second Collateral Margin Call Extension Letter on behalf of Lenders representing at least the Required Percentage under the relevant Primary Agreement required to consent to the Collateral Extension under the terms of such Primary Agreement, and Bane of America Securities Limited, as Killingholme Facility Agent, shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Killingholme Lenders representing at least the Required Percentage of the Killingholme Lenders under the terms of the Killingholme Facility Agreement.Satisfaction; (c) NRG Energy the representations and warranties set forth in Section 7 above shall be true and correct in all material respects (unless, in each case, such representation or warranty is qualified as to materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the Distribution Date after giving effect hereto; (d) no event that would require mandatory prepayment pursuant to Sections 2.08(c) or 2.08(d) of the Margin Loan Agreement shall have delivered occurred on or prior to each the Distribution Date; (e) no Potential Adjustment Event shall have occurred on or after the Closing Date for which the Adjustment Event Effective Time, if any, shall not have occurred on or prior to the date hereof; (f) there shall not have been any Law applicable to the transactions contemplated herein, or the financing thereof, promulgated, enacted, entered or enforced by any Governmental Authority, nor shall there be pending any action or proceeding by or before any Governmental Authority involving a substantial likelihood of an order, that would prohibit, restrict, delay or otherwise materially affect the execution, delivery and performance of any of the Agents Facility Documents; (g) no event shall have occurred, or would result from the following financial entry into and other information (which shall in the cases of clauses (i), (ii), (iii), (iv), (v) and (vi) be accompanied by a certificate performance of the chief financial officer Transaction Documents (including this Agreement) or treasurer of NRG Energy to substantially the effect transactions contemplated by paragraph 3(h)):this Agreement, that would constitute a Default or an Event of Default after giving effect to this Agreement; (h) Administrative Agent shall have received such other assurances, certificates, approvals and documents relating to this Agreement and the transactions contemplated hereby as it shall have requested; (i) a 13-week forecast of cash flow the Lenders and expenditures for NRG Energy and its Subsidiaries for the period commencing with the week of September 2, 2002 (the "CASH FORECAST"), which Custodian shall reflect the reasonable estimates by NRG Energy of opening cash balances, operating cash receipts and asset sale and other cash receipts and capital, operating and other expenditures have each completed “know your customer” approvals on an as received and as made basis. The Cash Forecast shall include separate forecasts on a consolidating and consolidated basis in a form reasonably acceptable to FTI Policano & Manzo, LLC. Schedules to the Cash Forecast shall include a specific schedule of anticipated payments to Affiliates of NRG Energy and a listing of payments of principal of and interest on the Debt of NRG Energy and its Subsidiaries due during such period (including the dates when due and any applicable grace periods and whether or not such payments are anticipated to be made) and of payments in respect of turbine orders by them due during such period (including whether or not such payments are anticipated to be made)each Limited Partner; (iij) there shall have been no action, suit, investigation or proceeding pending or, to the knowledge of Borrower, threatened in any court or before any arbitrator or Governmental Authority against Borrower, General Partner or any Parent that could reasonably be expected to have a schedule of all material assets of NRG Energy and its Subsidiaries that are not subject to any material Liens and any recent material indications of the values thereofMaterial Adverse Effect; (iiik) a listing of all material agreements or instruments that prohibit or limit THL A9 Limited shall have paid the ability of NRG Energy or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of the assets Prefunding Amount as set forth in the previous clause (iiSection 2(a)(iii);; and (ivl) each of the conditions to effectiveness set forth in Section 8 of the extent not previously delivered pursuant Other Payoff Agreement shall be satisfied or waived either prior to or substantially concurrently with the Initial Collateral Call Extension Letter, satisfaction or waiver of the conditions to effectiveness set forth in Section 8 of this Agreement. The receipt by Administrative Agent of the documents required under Section 8(a) above shall be deemed to be a list, representation and copies, warranty by Borrower that each of all tax sharing agreements the conditions set forth in this Section 8 have been satisfied on and arrangements, Debt Instruments, Capital Expenditure Agreements, Lease Agreements or Other Material Agreements (or any agreements or documents relating thereto or entered into or delivered in connection therewith) to which NRG Energy or any as of its Subsidiaries are a party which require (A) that NRG Energy or such Subsidiary post cash collateral, letters of credit or other similar credit support or make certain equity contributions as a result of a decline in the credit rating of NRG Energy or the occurrence of any other similar credit event orDistribution Date.

Conditions Precedent. This The obligation of Lender to enter into this Amendment and make the initial advance on the Second Collateral Call Extension Letter shall become effective as Term Loan is subject to Borrower’s satisfaction, in Lender’s sole discretion, of the date first above written when and only when, on or before October 11, 2002, the following conditions shall have been satisfiedprecedent: (a) NRG Energy and each Borrower shall be in compliance in all material respects with the conditions set forth in Subsection (a) of its Subsidiaries indicated on the signature pages hereto (each such Person being referred to herein as a "NRG PARTY") shall have executed and delivered to each Section 4 of the Signing Agents a copy Loan Agreement as of the date of this Second Collateral Call Extension Letter;Amendment, and all representations and warranties set forth in Section 5 of the Loan Agreement must be true in all material respects as of the date of this Amendment. (b) Each the negotiation, execution, and delivery of Loan Documents in Proper Form, including, but not limited to, the Signing Agents shall have executed and delivered to NRG Energy a copy following: (i) this Amendment; (ii) the Second Term Note; (iii) the Leasehold Deed of this Trust; (iv) the Second Collateral Call Extension Letter on behalf Assignment; (v) the Second Restated Limited Guaranties; (vi) Ratification of Lenders representing at least the Required Percentage under the relevant Primary Agreement required to consent to the Collateral Extension under the terms of such Primary AgreementGuaranties signed by GHMR, General Partner, Company Guarantors, and Bane of America Securities Limited, as Killingholme Facility Agent, shall have executed and delivered to NRG Energy the Trusts; (vii) a copy of this Second Collateral Call Extension Letter on behalf of Killingholme Lenders representing at least the Required Percentage of the Killingholme Lenders under the terms of the Killingholme Facility AgreementBorrowing Resolution from MAALT. (c) NRG Energy a Material Adverse Change shall not have delivered to each occurred. (d) a loan title policy in the amount of the Agents Second Term Loan insuring that the Lender’s lien securing payment of the Notes is a valid, first lien in favor of Lender on the Big Lake Facility, containing no exceptions other than the standard printed exceptions, and with the survey deletion and the exception for standby fees and taxes amended to cover only the current tax year and subsequent years, and containing such endorsements and only such other exceptions approved by Lender in writing and such endorsements as may be required by Lender (the policy may be delivered after closing pursuant to the commitment approved by Lender). (e) a survey of the Big Lake Facility in Proper Form and meeting the standards required by Lender, prepared by a surveyor acceptable to Lender, and certified to Lender by the surveyor with a certification acceptable to Lender. (f) MAALT’s payment to Lender of the following financial fees and other information (which shall in the cases expense reimbursement that are non-refundable and earned by Lender upon execution of clauses (i), (ii), (iii), (iv), (v) and (vi) be accompanied by a certificate of the chief financial officer or treasurer of NRG Energy to substantially the effect contemplated by paragraph 3(h)):this Amendment unless otherwise stated: (i) a 13-week forecast of cash flow and expenditures for NRG Energy and its Subsidiaries for the period commencing with the week of September 2, 2002 (the "CASH FORECAST"), which shall reflect the reasonable estimates by NRG Energy of opening cash balances, operating cash receipts and asset sale and other cash receipts and capital, operating and other expenditures on an as received and as made basis. The Cash Forecast shall include separate forecasts on a consolidating and consolidated basis in a form reasonably acceptable to FTI Policano & Manzo, LLC. Schedules to the Cash Forecast shall include a specific schedule of anticipated payments to Affiliates of NRG Energy and a listing of payments of principal of and interest Origination Fee on the Debt Second Term Loan in the amount of NRG Energy and its Subsidiaries due during such period (including the dates when due and any applicable grace periods and whether or not such payments are anticipated to be made) and of payments in respect of turbine orders by them due during such period (including whether or not such payments are anticipated to be made);$19,252.49. MAALT, L.P. GHMR OPERATIONS, L.L.C. February 9, 2016 (ii) a schedule Inspection fees for Lender’s third-party inspector in the aggregate amount of all material assets of NRG Energy and its Subsidiaries that are not subject to any material Liens and any recent material indications of the values thereof;$4,750.00. (iiig) a listing of all material agreements or instruments that prohibit or limit the ability of NRG Energy or any of its Subsidiaries to createnegotiation, incur, assume or suffer to exist any Lien upon any of the assets set forth in the previous clause (ii); (iv) to the extent not previously delivered pursuant to the Initial Collateral Call Extension Letter, a listexecution, and copies, of all tax sharing agreements and arrangements, Debt Instruments, Capital Expenditure Agreements, Lease Agreements or Other Material Agreements (or any agreements or documents relating thereto or entered into or delivered in connection therewith) to which NRG Energy or any of its Subsidiaries are a party which require (A) that NRG Energy or such Subsidiary post cash collateral, letters of credit or other similar credit support or make certain equity contributions as a result delivery of a decline landlord’s lien waiver in Proper Form, signed by Chico Land Management, LLC, and GHMR, and covering the credit rating of NRG Energy or the occurrence of any other similar credit event orLeasehold Tract.

Conditions Precedent. This Second Collateral Call Extension Letter shall become effective as The effectiveness of the date first above written when amendments contained in Sections 2 and only when3 hereof is subject to Bank’s receipt of each of the following, on or before October 11the date of this Amendment, 2002in form and substance satisfactory to Bank, together with all originals of the following conditions shall have been satisfiedsame to the extent requested by Bank in its sole discretion: (a) NRG Energy and each of its Subsidiaries indicated on the signature pages hereto (each such Person being referred to herein as a "NRG PARTY") shall have executed and delivered to each of the Signing Agents a copy A counterpart of this Second Collateral Call Extension LetterAmendment, duly executed by Borrower; (b) Each of A Note Modification Agreement, duly executed by each Borrower, and substantially in the Signing Agents shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Lenders representing at least the Required Percentage under the relevant Primary Agreement required to consent form attached hereto as Exhibit A, with respect to the Collateral Extension under the terms of such Primary Agreement, and Bane of America Securities Limited, as Killingholme Facility Agent, shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Killingholme Lenders representing at least the Required Percentage of the Killingholme Lenders under the terms of the Killingholme Facility Agreement.Line Note; (c) NRG Energy shall have delivered Promissory notes, duly executed by each Borrower, and substantially in the forms attached hereto as Exhibits B and C, with respect to each the Term Loan and the CapEx Loan, respectively; (d) Resolutions of Borrower authorizing Borrower to enter into this Amendment and the other documents executed in connection herewith, certified by an authorized officer of Borrower, and substantially in the form attached hereto as Exhibit D; (e) A Texas Deed of Trust and Security Agreement in favor of Bank, duly executed by Borrower; (f) An Assignment of Leases and Rents in favor of Bank, duly executed by Borrower; (g) A binding title commitment or pro forma mortgagee policy from a title insurance company acceptable to Bank listing all liens, encumbrances and easements covering the Mortgaged Property and providing coverage for the aggregate principal amount of the Agents Notes and insuring the following financial appropriate lien priority of the Deed of Trust and other information (which shall not contain any title exceptions or policy exclusions not approved by Bank and Bank’s counsel; (h) A “Phase I” environmental audit covering the Mortgaged Property from an independent environmental engineering firm satisfactory to Bank which reflects that no hazardous waste, toxic substances, or other hazardous materials have contaminated the Mortgaged Property or, if the Mortgaged Property has been so contaminated, that it has been satisfactorily remediated or contained in the cases of clauses (i), (ii), (iii), (iv), (v) and (vi) accordance with all Environmental Laws. Bank shall be accompanied by a certificate fully authorized to discuss all aspects of the chief financial officer or treasurer of NRG Energy to substantially audit with the effect contemplated by paragraph 3(h)):engineering firm; (i) A current plat of survey of the Mortgaged Property, prepared and certified by a 13-week forecast registered land surveyor or civil engineer; (j) A determination by a vendor acceptable to Bank of cash flow whether the Mortgaged Property is located in a special flood, mud slide, or erosion hazard area (together with such acknowledgments thereof as Bank may require) and, if the Mortgaged Property is located in such an area, flood insurance acceptable to Bank in its sole discretion, naming Bank as mortgagee or loss payee, and expenditures for NRG Energy such other flood hazard diligence and documentation as Bank may require in its sole discretion; (k) Updated lien search results with respect to Borrower and its Subsidiaries assets; (l) Updated copies of policies or certificates of insurance for the period commencing with insurance policies of Borrower for the week replacement cost of September 2the insurable items of Collateral, 2002 naming Bank as mortgagee and lender’s loss payee; (m) An opinion of counsel for Borrower satisfactory to Bank and Bank’s counsel; (n) Payment of the "CASH FORECAST"origination fees described in Section 11 below; (o) One (1) copy of an appraisal ordered by Bank of the estimated market value of the Mortgaged Property (which shall be no less than $40,000,000), which shall reflect appraisal must be addressed to Bank and must conform to the reasonable estimates Uniform Standards of Professional Appraisal practice (“USPAP”) adopted by NRG Energy the Appraisal Standards Board of opening cash balances, operating cash receipts and asset sale and other cash receipts and capital, operating and other expenditures on an as received and as made basisthe Appraisal Foundation. Any deviation from the USPAP must be explained in the appraisal. The Cash Forecast shall include separate forecasts on a consolidating and consolidated basis in a form reasonably acceptable to FTI Policano & Manzo, LLC. Schedules to the Cash Forecast shall include a specific schedule of anticipated payments to Affiliates of NRG Energy and a listing of payments of principal of and interest on the Debt of NRG Energy and its Subsidiaries due during such period (including the dates when due and any appraiser must be licensed and/or certified if required by applicable grace periods and whether Federal Deposit Insurance Corporation regulations or not such payments are anticipated to be made) and of payments in respect of turbine orders by them due during such period (including whether or not such payments are anticipated to be made)state laws; (iip) a schedule of all material assets of NRG Energy All Hedge Agreements and other swap documentation as Bank may request in its Subsidiaries that are not subject to any material Liens and any recent material indications of the values thereof;sole discretion; and (iiiq) a listing of all material agreements or instruments that prohibit or limit the ability of NRG Energy or any of its Subsidiaries to createAll other approvals, incur, assume or suffer to exist any Lien upon any of the assets set forth in the previous clause (ii); (iv) to the extent not previously delivered pursuant to the Initial Collateral Call Extension Letter, a list, and copies, of all tax sharing agreements and arrangements, Debt Instruments, Capital Expenditure Agreements, Lease Agreements or Other Material Agreements (or any agreements opinions or documents relating thereto or entered into or delivered in connection therewith) to which NRG Energy or any of its Subsidiaries are a party which require (A) that NRG Energy or such Subsidiary post cash collateral, letters of credit or other similar credit support or make certain equity contributions as a result of a decline in the credit rating of NRG Energy or the occurrence of any other similar credit event orBank may reasonably request.

Conditions Precedent. This Second Collateral Call Extension Letter shall become effective Save as of the date first above written when Master Issuer, Funding 2 and only whenthe Funding 2 Security Trustee may otherwise agree, each Loan Tranche will not be available for utilisation on or before October 11, 2002, the following conditions shall have been satisfiedrelevant Closing Date and/or Advance Date (as applicable) unless: (a) NRG Energy (with respect to all Rated Loan Tranches) the related Series and each Class of its Subsidiaries indicated Notes has been issued by the Master Issuer on the signature pages hereto (each such Person being referred to herein as a "NRG PARTY") shall relevant Closing Date and the subscription proceeds thereof have executed and delivered to each been received by or on behalf of the Signing Agents a copy of this Second Collateral Call Extension LetterMaster Issuer; (b) Each of (with respect to all Subordinated Loan Tranches) the Signing Agents shall related Master Issuer Subordinated Loan has been advanced by the Master Issuer Subordinated Loan Provider to the Master Issuer on the relevant Advance Date and the proceeds thereof have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter been received by or on behalf of Lenders representing at least the Required Percentage under the relevant Primary Agreement required to consent to the Collateral Extension under the terms of such Primary Agreement, and Bane of America Securities Limited, as Killingholme Facility Agent, shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Killingholme Lenders representing at least the Required Percentage of the Killingholme Lenders under the terms of the Killingholme Facility Agreement.Master Issuer; (c) NRG Energy shall (with respect to all Start-Up Loan Tranches) the related Master Issuer Start-Up Loan has been advanced by the Master Issuer Start-Up Loan Provider to the Master Issuer on the relevant Advance Date and the proceeds thereof have delivered to each been received by or on behalf of the Agents Master Issuer; (d) the following financial Funding 2 Security Trustee has confirmed to Funding 2 that it or its advisers have received all the information and other information documents listed in Schedule 1 hereto (which shall Conditions Precedent) in form and substance satisfactory to the Funding 2 Security Trustee; (e) Funding 2 and the Master Issuer have signed a Loan Tranche Supplement (substantially in the cases form set out in Schedule 3 hereto (Form of clauses Loan Tranche Supplement)); (i), (ii), (iii), (iv), (vf) and (vi) be accompanied by a certificate of Funding 2 has confirmed in the chief financial officer or treasurer of NRG Energy to substantially the effect contemplated by paragraph 3(h)):applicable Loan Tranche Supplement that: (i) a 13-week forecast no Master Intercompany Loan Event of cash flow Default has occurred and expenditures for NRG Energy and its Subsidiaries for is continuing unremedied (if capable of remedy) or unwaived or would result from the period commencing with the week making of September 2, 2002 (the "CASH FORECAST"), which shall reflect the reasonable estimates by NRG Energy of opening cash balances, operating cash receipts and asset sale and other cash receipts and capital, operating and other expenditures on an as received and as made basis. The Cash Forecast shall include separate forecasts on a consolidating and consolidated basis in a form reasonably acceptable to FTI Policano & Manzo, LLC. Schedules to the Cash Forecast shall include a specific schedule of anticipated payments to Affiliates of NRG Energy and a listing of payments of principal of and interest on the Debt of NRG Energy and its Subsidiaries due during such period (including the dates when due and any applicable grace periods and whether or not such payments are anticipated to be made) and of payments in respect of turbine orders by them due during such period (including whether or not such payments are anticipated to be made)Loan Tranche; (ii) a schedule of all material assets of NRG Energy the representations set out in Clause 13 are true on and its Subsidiaries that are not subject to any material Liens and any recent material indications as of the values thereof;relevant Closing Date by reference to the facts and circumstances then existing; and (iii) a listing of all material agreements or instruments that prohibit or limit there will be no debit balance on the ability of NRG Energy or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any Funding 2 Principal Deficiency Ledger after the application of the assets set forth in Funding 2 Available Revenue Receipts on the previous clause (ii)next Funding 2 Interest Payment Date; (ivg) Funding 2 has delivered a solvency certificate substantially in the form set out in Schedule 4 hereto; (h) the Master Issuer has confirmed in the applicable Loan Tranche Supplement that no Note Event of Default has occurred and is continuing unremedied (if capable of remedy) or unwaived or would result from the making of such Loan Tranche; (i) each of the Rating Agencies has confirmed in writing to the extent not previously delivered pursuant to Master Issuer Security Trustee and/or the Initial Collateral Call Extension LetterFunding 2 Security Trustee that there will not, a list, and copies, of all tax sharing agreements and arrangements, Debt Instruments, Capital Expenditure Agreements, Lease Agreements or Other Material Agreements (or any agreements or documents relating thereto or entered into or delivered in connection therewith) to which NRG Energy or any of its Subsidiaries are a party which require (A) that NRG Energy or such Subsidiary post cash collateral, letters of credit or other similar credit support or make certain equity contributions as a result of a decline the Master Issuer issuing any Notes on the Closing Date, be any reduction, qualification or withdrawal of the then current ratings by the Rating Agencies of any then outstanding Notes of the Master Issuer; (j) one or more Deeds of Accession relating to the Funding 2 Deed of Charge have been executed by any additional Funding 2 Secured Creditors and the parties to the Funding 2 Deed of Charge; and (k) all other conditions precedent as may be specified in the credit rating of NRG Energy or the occurrence of any other similar credit event orapplicable Loan Tranche Supplement have been satisfied.

Conditions Precedent. This Second Collateral Call Extension Letter The amendments set forth in this Amendment shall become not be effective as until each of the date first above written when and only when, on or before October 11, 2002, the following conditions shall have been precedent are satisfied: (a) NRG Energy receipt by the Administrative Agent of copies of (i) this Amendment, duly authorized and executed by the Borrower, Holdings and the Lenders, (ii) the Guarantor Consent and Reaffirmation, in substantially the form of Annex II attached hereto, duly authorized and executed by Holdings and each of its Subsidiaries indicated on Subsidiary Guarantor (the signature pages hereto “Guarantor Consent and Reaffirmation”), and (each such Person being referred to herein as a "NRG PARTY"iii) shall have that certain Fifth Amendment Fee Letter, duly executed and delivered to each of by the Signing Agents a copy of this Second Collateral Call Extension LetterBorrower; (b) Each receipt by the Administrative Agent of an amended and restated Revolving Credit Note executed by the Borrower in favor of each Lender whose Revolving Credit Commitment is changing on the Fifth Amendment Effective Date and that has requested a Note at least two (2) Business Days in advance of the Signing Agents shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Lenders representing at least the Required Percentage under the relevant Primary Agreement required to consent to the Collateral Extension under the terms of such Primary Agreement, and Bane of America Securities Limited, as Killingholme Facility Agent, shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Killingholme Lenders representing at least the Required Percentage of the Killingholme Lenders under the terms of the Killingholme Facility Agreement.Fifth Amendment Effective Date; (c) NRG Energy shall have delivered receipt by the Administrative Agent of reimbursement or payment of all reasonable out-of-pocket expenses (including, without limitation, reasonable fees and expenses of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the Administrative Agent and the Collateral Agent) required to be reimbursed or paid by the Loan Parties pursuant to the terms of Section 12.3 of the Credit Agreement, to the extent invoiced at least one (1) Business Day prior to the Fifth Amendment Effective Date; (d) receipt by the Administrative Agent of a Secretary’s Certificate from each of the Agents Loan Parties certifying (i) the following financial recent passage and other information (which shall continued effectiveness of resolutions, in the cases case of clauses (i)the Borrower, approving the transactions contemplated by this Amendment and, in the case of the Guarantors, approving the Guarantor Consent and Reaffirmation, and (ii)) the incumbency of the officers executing this Amendment and the documents delivered in connection therewith to which such Loan Party is a party, in each case in form and substance reasonably satisfactory to the Administrative Agent; and (iii), (iv), (ve) and (vi) be accompanied receipt by the Administrative Agent of a certificate of the chief financial officer or treasurer of NRG Energy to substantially the effect contemplated by paragraph 3(h)): (i) a 13-week forecast of cash flow and expenditures for NRG Energy and its Subsidiaries for the period commencing with the week of September 2, 2002 (the "CASH FORECAST"), which shall reflect the reasonable estimates by NRG Energy of opening cash balances, operating cash receipts and asset sale and other cash receipts and capital, operating and other expenditures on an as received and as made basis. The Cash Forecast shall include separate forecasts on a consolidating and consolidated basis in a form reasonably acceptable to FTI Policano & Manzo, LLC. Schedules to the Cash Forecast shall include a specific schedule of anticipated payments to Affiliates of NRG Energy and a listing of payments of principal of and interest on the Debt of NRG Energy and its Subsidiaries due during such period (including the dates when due and any applicable grace periods and whether or not such payments are anticipated to be made) and of payments in respect of turbine orders by them due during such period (including whether or not such payments are anticipated to be made); (ii) a schedule of all material assets of NRG Energy and its Subsidiaries that are not subject to any material Liens and any recent material indications Responsible Officer of the values thereof; (iii) a listing Borrower stating that after giving effect to this Amendment, no Default or Event of all material agreements Default shall have occurred and be continuing, nor shall any Default or instruments that prohibit or limit Event of Default result from the ability of NRG Energy or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any consummation of the assets set forth in the previous clause (ii); (iv) to the extent not previously delivered pursuant to the Initial Collateral Call Extension Letter, a list, and copies, of all tax sharing agreements and arrangements, Debt Instruments, Capital Expenditure Agreements, Lease Agreements or Other Material Agreements (or any agreements or documents relating thereto or entered into or delivered in connection therewith) to which NRG Energy or any of its Subsidiaries are a party which require (A) that NRG Energy or such Subsidiary post cash collateral, letters of credit or other similar credit support or make certain equity contributions as a result of a decline in the credit rating of NRG Energy or the occurrence of any other similar credit event ortransactions contemplated herein.

Conditions Precedent. This Second Collateral Call Extension Letter The Borrower, the Guarantors and the Lenders acknowledge that this Third Amendment shall become not be effective as of until the date first above written when and only when, on or before October 11, 2002, each of the following conditions shall have precedent has been satisfied:satisfied (such date is referred to herein as the “Third Amendment Effective Date”): (a) NRG Energy The Borrower, the Guarantors, the Required Lenders, and each of its Subsidiaries indicated on the signature pages hereto (each such Person being referred to herein as a "NRG PARTY") Administrative Agent shall have executed executed, and delivered to each of the Signing Agents a copy of Administrative Agent, this Second Collateral Call Extension LetterThird Amendment; (b) Each The Borrower and each Guarantor, by its execution and delivery of this Third Amendment, shall have and be deemed to have certified to the Administrative Agent and the Lenders that the certificates dated the Closing Date and signed by the Secretary or an Assistant Secretary of the Signing Agents shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter Borrower or such Guarantor, as applicable, on behalf of Lenders representing at least itself and the Required Percentage under Guarantors, remain true, correct and complete on and as of the relevant Primary Agreement required to consent Third Amendment Effective Date; other than, with respect to the Collateral Extension under the terms of Secretary’s Certificate for ADS, such Primary AgreementSecretary’s Certificate is hereby incorporated into this Amendment by this reference and revised by amending ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇’▇ officer title in each instance from “Secretary, Executive Vice President, Treasurer and Bane of America Securities Limited, as Killingholme Facility Agent, shall have executed and delivered Chief Financial officer” to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Killingholme Lenders representing at least the Required Percentage of the Killingholme Lenders under the terms of the Killingholme Facility Agreement“Executive Vice President”. (c) NRG Energy Since March 31, 2015, no Material Adverse Change shall have delivered occurred with respect to each the Borrower or any of the Agents the following financial and other information (which shall in the cases of clauses (i), (ii), (iii), (iv), (v) and (vi) be accompanied by a certificate of the chief financial officer or treasurer of NRG Energy to substantially the effect contemplated by paragraph 3(h)): (i) a 13-week forecast of cash flow and expenditures for NRG Energy and its Subsidiaries for the period commencing with the week of September 2, 2002 (the "CASH FORECAST"), which shall reflect the reasonable estimates by NRG Energy of opening cash balances, operating cash receipts and asset sale and other cash receipts and capital, operating and other expenditures on an as received and as made basis. The Cash Forecast shall include separate forecasts on a consolidating and consolidated basis in a form reasonably acceptable to FTI Policano & Manzo, LLC. Schedules to the Cash Forecast shall include a specific schedule of anticipated payments to Affiliates of NRG Energy and a listing of payments of principal of and interest on the Debt of NRG Energy and its Subsidiaries due during such period (including the dates when due and any applicable grace periods and whether or not such payments are anticipated to be made) and of payments in respect of turbine orders by them due during such period (including whether or not such payments are anticipated to be made)Guarantors; (iid) a schedule of The Borrower and the Guarantors shall have obtained all material assets of NRG Energy approvals and its Subsidiaries that are not subject consents necessary to any material Liens and any recent material indications of consummate the values thereoftransactions contemplated by this Third Amendment; (iiie) a listing of all material agreements or instruments that prohibit or limit the ability of NRG Energy or any of its Subsidiaries All legal details and proceedings to create, incur, assume or suffer to exist any Lien upon any be consummated and/or otherwise completed as of the assets set forth Third Amendment Effective Date in connection with the previous clause (ii); (iv) transactions contemplated by this Third Amendment and all other Loan Documents to be delivered to the extent not previously delivered pursuant Lenders shall be in form and substance reasonably satisfactory to the Initial Collateral Call Extension Letter, a list, and copies, of all tax sharing agreements and arrangements, Debt Instruments, Capital Expenditure Agreements, Lease Agreements or Other Material Agreements (or any agreements or documents relating thereto or entered into or delivered in connection therewith) to which NRG Energy or any of its Subsidiaries are a party which require (A) that NRG Energy or such Subsidiary post cash collateral, letters of credit or other similar credit support or make certain equity contributions as a result of a decline in the credit rating of NRG Energy or the occurrence of any other similar credit event orAdministrative Agent.

Conditions Precedent. This Second Collateral Call Extension Letter The Dealers shall become effective only be under an obligation to subscribe and pay for the Notes if the conditions precedent set out in Clause 3.1 (Conditions precedent to first issue of Notes) and Clause 3.2 (Conditions precedent to any issue of Notes) of the Dealer Agreement have been satisfied including, without prejudice to the foregoing, the receipt by the Dealers on the [Issue Date]/[last day preceding the Issue Date on which banks are open for general business and on which dealings in foreign currency may be carried on in London (the "PRE-CLOSING DATE")] of the following: 5.3.1 legal opinions dated the Issue Date: (1) addressed to the Dealers, the Note Trustee, the Issuer, HSBC, Loan Note Issuer No.1 and the Receivables Trustee from C▇▇▇▇▇▇▇ Chance Limited Liability Partnership; and (2) addressed to the Dealers, the Note Trustee, the Issuer, HSBC, Loan Note Issuer No.1 and the Receivables Trustee from (1) B▇▇▇▇▇ ▇▇▇▇▇▇▇, Jersey counsel, (2) M▇▇▇▇▇ ▇▇▇▇▇▇ and S▇▇▇▇, Scottish counsel and (3) Tughans, Northern Irish counsel, each in substantially agreed form; 5.3.2 closing certificates dated the Issue Date, addressed to the Dealers and signed by a director or other duly authorised person on behalf of each of the Issuer, HSBC, Loan Note Issuer No.1 and the Receivables Trustee, as appropriate, each such certificate being in substantially agreed form; 5.3.3 an incumbency certificate addressed to the Dealers and signed by a director or other duly authorised person on behalf of the Issuer, such certificate being in substantially agreed form; 5.3.4 a signing comfort letter dated the date of this Agreement (in respect of the Disclosure Package as of the date first above written when Applicable Time) and only when, on or before October 11, 2002, [other than for Series 2006-1] a closing comfort letter (in respect of the following conditions shall have been satisfied: (a) NRG Energy and each Final Offering Document as of its Subsidiaries indicated on date and as of the signature pages hereto (Closing Date) dated the Issue Date in relation to the Issuer and the Loan Note Issuer No.1 addressed, inter alios, to the Dealers from [auditor/accountant], each such Person letter being referred to herein as in substantially a "NRG PARTY") shall have executed form agreed by the Dealers and delivered to HSBC; 5.3.5 [confirmation from each of the Signing Agents a copy Rating Agencies of this Second Collateral Call Extension Letterthe rating of the Notes contemplated by the Relevant Agreement]; (b) Each 5.3.6 [a DTC Letter of the Signing Agents shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Lenders representing at least the Required Percentage under the relevant Primary Agreement required to consent to the Collateral Extension under the terms of such Primary Agreement, and Bane of America Securities Limited, as Killingholme Facility Agent, shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Killingholme Lenders representing at least the Required Percentage of the Killingholme Lenders under the terms of the Killingholme Facility AgreementRepresentations]. (c) NRG Energy shall have delivered to each of the Agents the following financial and other information (which shall in the cases of clauses (i), (ii), (iii), (iv), (v) and (vi) be accompanied by a certificate of the chief financial officer or treasurer of NRG Energy to substantially the effect contemplated by paragraph 3(h)): (i) a 13-week forecast of cash flow and expenditures for NRG Energy and its Subsidiaries for the period commencing with the week of September 2, 2002 (the "CASH FORECAST"), which shall reflect the reasonable estimates by NRG Energy of opening cash balances, operating cash receipts and asset sale and other cash receipts and capital, operating and other expenditures on an as received and as made basis. The Cash Forecast shall include separate forecasts on a consolidating and consolidated basis in a form reasonably acceptable to FTI Policano & Manzo, LLC. Schedules to the Cash Forecast shall include a specific schedule of anticipated payments to Affiliates of NRG Energy and a listing of payments of principal of and interest on the Debt of NRG Energy and its Subsidiaries due during such period (including the dates when due and any applicable grace periods and whether or not such payments are anticipated to be made) and of payments in respect of turbine orders by them due during such period (including whether or not such payments are anticipated to be made); (ii) a schedule of all material assets of NRG Energy and its Subsidiaries that are not subject to any material Liens and any recent material indications of the values thereof; (iii) a listing of all material agreements or instruments that prohibit or limit the ability of NRG Energy or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of the assets set forth in the previous clause (ii); (iv) to the extent not previously delivered pursuant to the Initial Collateral Call Extension Letter, a list, and copies, of all tax sharing agreements and arrangements, Debt Instruments, Capital Expenditure Agreements, Lease Agreements or Other Material Agreements (or any agreements or documents relating thereto or entered into or delivered in connection therewith) to which NRG Energy or any of its Subsidiaries are a party which require (A) that NRG Energy or such Subsidiary post cash collateral, letters of credit or other similar credit support or make certain equity contributions as a result of a decline in the credit rating of NRG Energy or the occurrence of any other similar credit event or

Conditions Precedent. This Second Collateral Call Extension Letter shall become effective as of the date first above written when and only when, on or before October 11, 2002, the The following are conditions shall have been satisfiedprecedent to Noteholder’s obligations under this Assumption Agreement: (a) NRG Energy The irrevocable commitment of First American Title Insurance Company (“Title Company”) to issue a date-down endorsement and other endorsements specified by Servicer to Title Company’s Title Policy No. M1538519, dated January 31, 2011, in each of its Subsidiaries indicated on case in form and substance acceptable to Noteholder and without deletions or exceptions other than as expressly approved by Noteholder in writing, insuring Noteholder that the signature pages hereto (each such Person being referred to herein as a "NRG PARTY") shall have executed priority and delivered to each validity of the Signing Agents a copy Security Instrument has not been and will not be impaired by this Assumption Agreement, the conveyance of this Second Collateral Call Extension Letterthe Property, or the transaction contemplated hereby; (b) Each of Receipt and approval by Noteholder of: (i) the Signing Agents shall have executed and delivered to NRG Energy a copy original of this Second Collateral Call Extension Letter on behalf Assumption Agreement; (ii) an executed original of Lenders representing at least a Memorandum of Assumption Agreement in the Required Percentage under the relevant Primary Agreement form attached hereto as EXHIBIT A, with signatures notarized, and otherwise in form and substance acceptable to Noteholder (“Memorandum of Assumption Agreement”); and (iii) any other documents and agreements which are required pursuant to consent to the Collateral Extension under the terms of such Primary this Assumption Agreement, in form and Bane of America Securities Limited, as Killingholme Facility Agent, shall have executed and delivered content acceptable to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Killingholme Lenders representing at least the Required Percentage of the Killingholme Lenders under the terms of the Killingholme Facility Agreement.Noteholder; (c) NRG Energy shall have delivered to each Recordation in the Official Records of the Agents the following financial Memorandum of Assumption Agreement, together with such other documents and other information agreements, if any, required pursuant to this Assumption Agreement or which Noteholder has requested to be recorded or filed; (which shall d) Assumptor’s delivery to Noteholder of UCC-1 Financing Statements and UCC-3 Financing Statement Amendments in proper form for filing in the cases appropriate jurisdictions as determined by Noteholder, which Assumptor expressly authorizes Noteholder to file; (e) Execution and delivery to Noteholder by New Guarantor of clauses a Guaranty (i)Multistate – Assumptions and Transfers) (“New Guaranty”) in favor of Noteholder and in form and substance acceptable to Noteholder, pursuant to which New Guarantor irrevocably guarantees payment for certain matters under the Loan as more specifically set forth in the New Guaranty, along with delivery to Noteholder of such resolutions or certificates of New Guarantor as Noteholder may require, in form and content acceptable to Noteholder; (ii), f) [Reserved]; (iii), (iv), (vg) and (vi) be accompanied by a certificate Delivery to Noteholder of the chief financial officer organizational documents and evidence of good standing of Assumptor, its constituent parties, and of New Guarantor, together with such resolutions or treasurer certificates as Noteholder may require, in form and content acceptable to Noteholder, authorizing the assumption of NRG Energy to substantially the effect contemplated Loan and executed by paragraph 3(h)):the appropriate persons and/or entities on behalf of Assumptor and New Guarantor; (h) The representations and warranties contained herein are true and correct; (i) Receipt by Noteholder of a 13-week forecast copy of cash flow Assumptor’s casualty insurance policy and expenditures for NRG Energy comprehensive liability insurance policy with respect to the Property, each in form and its Subsidiaries for the period commencing amount satisfactory to Noteholder, with the week of September 2, 2002 (the "CASH FORECAST"), which shall reflect the reasonable estimates by NRG Energy of opening cash balances, operating cash receipts and asset sale and other cash receipts and capital, operating and other expenditures on an as received and as made basis. The Cash Forecast shall include separate forecasts on a consolidating and consolidated basis in a form reasonably acceptable to FTI Policano & Manzo, LLC. Schedules to the Cash Forecast shall include a specific schedule of anticipated payments to Affiliates of NRG Energy and a listing of payments of principal of and interest on the Debt of NRG Energy and its Subsidiaries due during such period (including the dates when due and any applicable grace periods and whether or not such payments are anticipated annual premium for same to be made) and of payments in respect of turbine orders by them due during such period (including whether or not such payments are anticipated to be made)paid at closing; (iij) Receipt by Noteholder of a schedule of all material assets of NRG Energy and its Subsidiaries that are not subject to any material Liens and any recent material indications copy of the values thereofspecial warranty deed by which title to the Property will be conveyed to Assumptor, and the purchase and sale agreement documenting the sale of the Property to Assumptor; (iiik) a listing Receipt by Noteholder of all material agreements or instruments that prohibit or limit the ability of NRG Energy or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any an executed assignment of the assets set forth purchaser’s interest in the previous clause (ii)purchase and sale agreement for the Property from the purchaser named therein to Assumptor; (ivl) [Intentionally deleted]; (m) Receipt by Noteholder of a copy of the new property management agreement for the Property in form and substance, and with a manager, acceptable to Noteholder, along with an executed assignment of management agreement acceptable to Noteholder; (n) Noteholder shall have received an opinion of counsel to Noteholder with respect to the extent not previously delivered pursuant compliance of this Assumption Agreement, the transfer to the Initial Collateral Call Extension Letter, a listAssumptor, and copies, the transactions referenced herein with the provisions of all tax sharing agreements the Internal Revenue Code as the same pertain to real estate mortgage investment conduits and arrangements, Debt Instruments, Capital Expenditure Agreements, Lease Agreements such other opinion letters as Noteholder’s counsel shall require; (o) All items on the closing checklist of Noteholder’s counsel shall be satisfied or Other Material Agreements waived by Noteholder or its counsel; (p) Payment of the Assumption Fee provided for in Section 2 above; and (q) Borrower’s or any agreements or documents relating thereto or entered into or delivered Assumptor’s reimbursement to Noteholder of Noteholder’s costs and expenses incurred in connection therewith) to which NRG Energy with this Assumption Agreement and the transactions contemplated hereby, including, without limitation, title insurance costs, escrow and recording fees, attorneys’ fees, appraisal, engineers’ and inspection fees and documentation costs and charges, whether such services are furnished by Noteholder’s employees, agents or any of its Subsidiaries are a party which require (A) that NRG Energy or such Subsidiary post cash collateral, letters of credit or other similar credit support or make certain equity contributions as a result of a decline in the credit rating of NRG Energy or the occurrence of any other similar credit event orindependent contractors.

Conditions Precedent. This Second Collateral Call Extension Letter shall become effective as of 1.1 Your, and Our, rights and responsibilities under this Agreement will come into effect on the date first above written when and only when, on or before October 11, 2002this Agreement is agreed. 1.2 Notwithstanding clause 1.1, the following conditions shall have been satisfiedParties' obligations are conditional upon: (a) NRG Energy and each You having properly given notice of its Subsidiaries indicated on the signature pages hereto (each such Person being referred termination to herein as a "NRG PARTY") shall have executed and delivered Your previous Supplier where required to each of the Signing Agents a copy of this Second Collateral Call Extension Letterdo so under Your agreement; (b) Each of You having returned to Us a duly completed Direct Debit mandate form and agreeing to pay Your account by Direct Debit for the Signing Agents shall have executed and delivered to NRG Energy a copy duration of this Second Collateral Call Extension Letter on behalf of Lenders representing at least the Required Percentage under the relevant Primary Agreement required to consent to the Collateral Extension under the terms of such Primary Agreement, and Bane of America Securities Limited, as Killingholme Facility Agent, shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Killingholme Lenders representing at least the Required Percentage of the Killingholme Lenders under the terms of the Killingholme Facility Agreement.; (c) NRG Energy shall have delivered to each You successfully passing Our credit checking process and, if requested, providing Us with a security deposit, bond or guarantee (or procurement thereof); (d) Us being an electricity Supplier licensed under sections 6 and 7 of the Agents Act; (e) Us having entered into use of system agreements for each Supply Point; (f) for each Supply Point each appropriate Agency Service having a confirmed Registration; (g) Us having a confirmed Registration as Supplier for each Supply Point; (h) the following financial and other information Metering Equipment at the Supply Point not comprising a pre-payment meter (which shall in the cases of clauses (iis not a Smart or AMR Meter), (ii), (iii), (iv), (v) and (vi) be accompanied by a certificate of the chief financial officer or treasurer of NRG Energy to substantially the effect contemplated by paragraph 3(h)):; (i) where it is a 13-week forecast condition of cash flow and expenditures for NRG Energy and its Subsidiaries for the period commencing with the week of September 2, 2002 Your Contract that You either (the "CASH FORECAST"i) have a Smart Meter or AMR Meter installed at agreed Your Supply Point(s), which shall reflect the reasonable estimates by NRG Energy of opening cash balances, operating cash receipts and asset sale and other cash receipts and capital, operating and other expenditures on an as received and as made basis. The Cash Forecast shall include separate forecasts on a consolidating and consolidated basis in a form reasonably acceptable to FTI Policano & Manzo, LLC. Schedules to the Cash Forecast shall include a specific schedule of anticipated payments to Affiliates of NRG Energy and a listing of payments of principal of and interest on the Debt of NRG Energy and its Subsidiaries due during such period (including the dates when due and any applicable grace periods and whether ; or not such payments are anticipated to be made) and of payments in respect of turbine orders by them due during such period (including whether or not such payments are anticipated to be made); (ii) You agree to have a schedule of all material assets of NRG Energy and its Subsidiaries that are not subject Smart Meter or AMR Meter installed at agreed Your Supply Point(s), within any period We may specify from time to any material Liens and any recent material indications of the values thereof;time; and (iiij) if You have a listing Smart Meter at the property You must inform Us and allow Us to obtain information about the specification and functionality of that Smart Meter provided that We shall determine, in our sole discretion, whether any condition precedent set out in this Clause 1.2 has been satisfied and/or may waive or extend any condition which applies to You at any time. 1.3 In the event that electricity is supplied to You at any Supply Point prior to satisfaction of each condition precedent for all material agreements or instruments that prohibit or limit Supply Points, We shall be entitled to charge for electricity consumed at the ability of NRG Energy or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of the assets set forth in the previous clause (ii); (iv) to the extent not previously delivered prevailing Variable Business Rates and/or pursuant to the Initial Collateral Call Extension LetterDeemed Contract Terms until the Commencement Date. 1.4 The Parties shall ensure that for the duration of this Agreement each condition precedent in clause 1.2 shall be maintained and continue to have full effect. 1.5 If any condition precedent in clause 1.2 has not been satisfied by You within a reasonable period (or such period as We may advise) , a listWe may terminate this Agreement, in which case We will continue to supply each Supply Point, for which we remain as registered Supplier on, and copies, You will be charged Our Variable Business Rates for the energy consumed at the relevant Supply Points from the date of all tax sharing agreements and arrangements, Debt Instruments, Capital Expenditure Agreements, Lease Agreements or Other Material Agreements (or such termination. You are not entitled to terminate this Agreement if there is a failure by either Party to meet any agreements or documents relating thereto or entered into or delivered condition precedent in connection therewith) to which NRG Energy or any of its Subsidiaries are a party which require (A) that NRG Energy or such Subsidiary post cash collateral, letters of credit or other similar credit support or make certain equity contributions as a result of a decline in the credit rating of NRG Energy or the occurrence of any other similar credit event orClause 1.2.

Conditions Precedent. This Second Collateral Call Extension Letter shall become effective as Notwithstanding any provision to the contrary in this Agreement, the effectiveness of the date first above written when respective consents, releases and only when, on directives granted or before October 11, 2002, expressed by Noteholder within this Agreement shall be subject to the fulfillment of the following conditions shall have been satisfied(the “Conditions Precedent”) to the satisfaction of Servicer: (a) NRG Energy and each of its Subsidiaries indicated on the signature pages hereto (each such Person being referred to herein Servicer shall have received evidence that Transferee has been duly constituted as a "NRG PARTY") shall have executed and delivered to each of the Signing Agents a copy of this Second Collateral Call Extension Letter;single-purpose “bankruptcy remote” entity. (b) Each Transferor shall have paid or caused to be paid to Servicer (i) an assumption fee equal to one percent (1%) of the Signing Agents shall have executed outstanding principal balance secured by the Mortgage and delivered to NRG Energy (ii) a copy of this Second Collateral Call Extension Letter on behalf of Lenders representing at least the Required Percentage under the relevant Primary Agreement required to consent fee equal to the Collateral Extension under amount of all out-of-pocket fees and expenses of Servicer as provided in the terms of such Primary AgreementLoan Documents, including, without limitation, all attorneys’ fees, in connection with this Agreement and Bane of America Securities Limited, as Killingholme Facility Agent, shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Killingholme Lenders representing at least the Required Percentage of the Killingholme Lenders under the terms of the Killingholme Facility Agreementtransactions contemplated hereby. (c) NRG Energy Servicer shall have received this Agreement fully executed by all parties other than Servicer. (d) Servicer shall have received the New Guaranty executed by Replacement Indemnitor, a Tri Party Lockbox Agreement executed by Transferee and Bank, in form and substance acceptable to GEMSA and a subordination of management agreement in a form acceptable to Servicer executed by Transferee and CB ▇▇▇▇▇▇▇ ▇▇▇▇▇, as property manager; ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ / Loan No. ▇▇-▇▇▇▇▇▇▇ (e) Servicer shall have received either an endorsement to the policy of title insurance insuring Noteholder’s interest in the Mortgaged Property or a new policy (with endorsements thereto), acceptable to Servicer (the “Title Policy”), which Title Policy shall extend the effective date of the Title Policy to the date on which this Agreement is recorded in the appropriate public office (taking exception for no lien, encumbrance or other matter other than those set forth in the Title Policy on the date originally issued and non-delinquent real property taxes and any other matters approved by Servicer and Noteholder), and shall insure that fee title to the Mortgaged Property is vested in Transferee and that the lien and priority of the Mortgage is not impaired by the transactions contemplated hereby, with endorsements thereto, as required by Servicer; (f) Servicer shall have received an opinion of counsel satisfactory to Servicer with respect to, among other things, the due formation, and good standing of Transferor, the power and authority of the Transferor and the due execution, delivery, legality, and validity of this Agreement against Transferor and Indemnitor. If Transferor executes this Agreement through an attorney-in-fact, such opinion will specifically cover the authority and enforceability of such execution and delivery; (g) Servicer shall have received an opinion of counsel satisfactory to Servicer with respect to, among other things, the due formation, good standing and qualifications of Transferee, the power and authority of Transferee, the due execution and delivery, and the legality, validity and enforceability of (i) this Agreement, and each of the Loan Documents against Transferee and the Replacement Indemnitor and (ii) the New Guaranty against Replacement Indemnitor and the continued perfection of the security interests and liens granted by the Loan Documents under applicable law following the transfer of the Property to Transferee and the assumption of the Loan as provided herein; (h) Servicer shall have received certified copies of all of the organizational documents of each entity comprising Transferee, including formation documents, good standing certificates, evidence of qualification to do business in the state where the Mortgaged Property is located and authorizing resolutions and/or consents to the transaction; (i) Servicer shall have received UCC, litigation and judgment search reports with respect to Transferor and Transferee, with results satisfactory to Servicer; (j) No default or Event of Default shall exist or be then continuing under any of the Loan Documents; (k) Transferee shall have delivered to each Servicer certificates of insurance satisfactory to Servicer satisfying the Agents the following financial and other information (which shall requirements specified in the cases of clauses Mortgage and with specific reference to “all risk” coverage (iincluding both property and liability coverage for terrorism), (ii), (iii), (iv), (v) and (vi) be accompanied by a certificate of the chief financial officer or treasurer of NRG Energy to substantially the effect contemplated by paragraph 3(h)):; ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ / Loan No. ▇▇-▇▇▇▇▇▇▇ (il) a 13-week forecast of cash flow Servicer shall have received written evidence that the Purchase and expenditures for NRG Energy Escrow Instructions Agreement, as amended or supplemented from time to time, between Transferor and its Subsidiaries for the period commencing with the week of September 2American Realty Capital II, 2002 (the "CASH FORECAST"), which shall reflect the reasonable estimates by NRG Energy of opening cash balances, operating cash receipts and asset sale and other cash receipts and capital, operating and other expenditures on an as received and as made basis. The Cash Forecast shall include separate forecasts on a consolidating and consolidated basis in a form reasonably acceptable LLC has been assigned to FTI Policano & Manzo, LLC. Schedules to the Cash Forecast shall include a specific schedule of anticipated payments to Affiliates of NRG Energy and a listing of payments of principal of and interest on the Debt of NRG Energy and its Subsidiaries due during such period (including the dates when due and any applicable grace periods and whether or not such payments are anticipated to be made) and of payments in respect of turbine orders by them due during such period (including whether or not such payments are anticipated to be made)Transferee; (iim) Servicer shall have received a schedule of all material assets of NRG Energy current certified (by Transferor) rent roll and its Subsidiaries that are not subject to any material Liens and any recent material indications of the values thereof;year-to-date operating statement; and (iiin) a listing of all material agreements or instruments that prohibit or limit the ability of NRG Energy or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of the assets set forth in the previous clause (ii); (iv) to the extent not previously delivered pursuant to the Initial Collateral Call Extension Letter, a list, and copies, of all tax sharing agreements and arrangements, Debt Instruments, Capital Expenditure Agreements, Lease Agreements or Other Material Agreements (or any agreements or documents relating thereto or entered into or delivered in connection therewith) to which NRG Energy or any of its Subsidiaries are a party which require (A) that NRG Energy or such Subsidiary post cash collateral, letters of credit or Such other similar credit support or make certain equity contributions conditions as a result of a decline in the credit rating of NRG Energy or the occurrence of any other similar credit event orServicer may reasonably require.

Conditions Precedent. This Second Collateral Call Extension Letter shall become effective as The obligation of the date first above written when and only whenCollateral Agent to release funds in the Disbursement Account to the Borrower in accordance with Section 2.10(c) is subject to the satisfaction, on or before October 11waiver in accordance with Section 9.5, 2002, of the following conditions shall have been satisfiedprecedent: (a) NRG Energy and each of its Subsidiaries indicated on the signature pages hereto (each such Person being referred to herein as a "NRG PARTY") shall have executed and delivered to each of the Signing Agents a copy of this Second Collateral Call Extension Letter; (b) Each of the Signing Agents shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Lenders representing at least the Required Percentage under the relevant Primary Agreement required to consent to the Collateral Extension under the terms of such Primary Agreement, and Bane of America Securities Limited, as Killingholme Facility Agent, shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Killingholme Lenders representing at least the Required Percentage of the Killingholme Lenders under the terms of the Killingholme Facility Agreement. (c) NRG Energy shall have delivered to each of the Agents the following financial and other information (which shall in the cases of clauses (i), (ii), (iii), (iv), (v) and (vi) be accompanied by a certificate of the chief financial officer or treasurer of NRG Energy to substantially the effect contemplated by paragraph 3(h)): (i) a 13-week forecast of cash flow each Credit Document shall be in full force and expenditures for NRG Energy and its Subsidiaries for the period commencing with the week of September 2effect, 2002 (the "CASH FORECAST"), which shall reflect the reasonable estimates by NRG Energy of opening cash balances, operating cash receipts and asset sale and other cash receipts and capital, operating and other expenditures on an as received and as made basis. The Cash Forecast shall include separate forecasts on a consolidating terms and consolidated basis in a form provisions reasonably acceptable to FTI Policano & Manzo, LLC. Schedules satisfactory to the Cash Forecast Administrative Agent (provided that the terms and provisions set forth in the Credit Documents as of the Closing Date shall include a specific schedule of anticipated payments be deemed satisfactory to Affiliates of NRG Energy the Administrative Agent) and a listing of payments of principal of and interest on no provision thereof shall have been amended, restated, supplemented, modified or waived in any respect determined by the Debt of NRG Energy and its Subsidiaries due during such period (including the dates when due and any applicable grace periods and whether or not such payments are anticipated Administrative Agent to be made) and material, in each case, without the consent of payments in respect of turbine orders by them due during such period (including whether or not such payments are anticipated to be made);the Administrative Agent. (ii) the Administrative Agent shall have received a fully executed Funds Release Request together with a Borrowing Base Certificate no later than 12:00 p.m. two (2) Business Days prior to the date on which Borrower proposes to use the requested funds to purchase additional Eligible Receivables (the “Release Date”), evidencing sufficient Facility Availability with respect to the requested funds together with an updated schedule of all material assets of NRG Energy Receivables including the Receivables to be purchased on the Release Date, such schedule to (A) be in an electronic file format reasonably satisfactory to the Administrative Agent and its Subsidiaries that are not subject (B) set forth the information required to any material Liens be provided under the Backup Servicing Agreement (including, without limitation, and any recent material indications with respect to each Contract, (1) the account number; (2) Obligor name, (3) the outstanding principal balance of the values thereofReceivable evidenced by such Contract), (4) the Remaining Funded Amount of such Receivable and (5) any other information reasonably requested by the Administrative Agent with respect to such Release Date; (iii) as of such Release Date, the representations and warranties made by the applicable Credit Parties contained herein and in the other Credit Documents to which it is a listing of party shall be true and correct in all material agreements or instruments respects on and as of that prohibit or limit Release Date to the ability same extent as though made on and as of NRG Energy or any that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of the assets set forth in the previous clause (ii)such earlier date; (iv) as of such Release Date, after giving effect to the requested release of funds from the Disbursement Account, no event shall have occurred and be continuing or would result from such release of funds from the Disbursement Account to the Borrower that would constitute an Event of Default or a Default; (v) as of such Release Date, the Collateral Agent shall have received a fully executed Assignment; (vi) the Administrative Agent shall have approved all material changes made to the Credit Policies and the Servicing Policy in accordance with the terms set forth herein; (vii) if any Receivables originated by an Additional Bank Partner Originator are to be pledged in connection with the release made on such Release Date, the Administrative Agent shall have received a fully executed copy of the related Additional Bank Partner Originator Program Agreements and the Additional Bank Partner Originator Call Letter; (viii) in accordance with the terms of the Backup Servicing Agreement, the Borrower shall have delivered, or caused to be delivered, to the Backup Servicer, imaged copies of the Verified Documents and the related Receivables Report, and (to the extent not previously required pursuant to the Backup Servicing Agreement) the Administrative Agent shall have received a Verification Report and the Verified Receivables Report from the Backup Servicer, which Verification Report and Verified Receivables Report is acceptable to the Administrative Agent in its sole discretion; (ix) no Closing Date Material Adverse Change shall have occurred; (x) no Tier 2 Collateral Performance Trigger shall have occurred; (xi) no Regulatory Trigger Event shall have occurred; (xii) immediately after the release of the requested funds to Borrower and the purchase by the Borrower of additional Eligible Receivables on such Release Date, no Borrowing Base Deficiency shall exist; and (xiii) none of the Receivables to be sold to the Borrower on such Release Date and reflected on the Borrowing Base Certificate delivered pursuant to the Initial Collateral Call Extension Letterclause (ii) above were originated in any state or jurisdiction with respect to which any Governmental Authority has instituted any inquiry, a listinvestigation, and copiesaction or proceeding against any Credit Party, of all tax sharing agreements and arrangementsany Originator, Debt Instruments, Capital Expenditure Agreements, Lease Agreements or Other Material Agreements (any Bank Partner Originator or any agreements sub-servicer relating to such Person’s authority to originate, hold, own, service, pledge or documents relating thereto or entered into or delivered in connection therewith) enforce any Receivable with respect to which NRG Energy or the residents of such state. Any Agent shall be entitled, but not obligated, to request and receive, prior to the release of any funds from the Disbursement Account to the Borrower, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any of its Subsidiaries are a party which require (A) that NRG Energy or such Subsidiary post cash collateralthe foregoing if, letters of credit or other similar credit support or make certain equity contributions as a result of a decline in the credit rating good faith judgment of NRG Energy or such Agent, such request is warranted under the occurrence of any other similar credit event orcircumstances.

Conditions Precedent. This Second Collateral Call Extension Letter shall become effective as The effectiveness of this Amendment is subject to the satisfaction of the date first above written when and only when, on or before October 11, 2002, condition precedent that the Administrative Agent shall have received each of the following conditions shall have been satisfiedin form and substance reasonably satisfactory to the Administrative Agent: (a) NRG Energy and this Amendment as duly executed by each of its Subsidiaries indicated on the signature pages hereto (each such Person being referred to herein as a "NRG PARTY") shall have executed and delivered to each of the Signing Agents a copy of this Second Collateral Call Extension Letterparty hereto; (b) Each a true, correct and complete copy of the Signing Agents shall have executed Skagen Purchase Agreement and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Lenders representing at least the Required Percentage under the relevant Primary Agreement required to consent to the Collateral Extension under the terms of such Primary Agreement, and Bane of America Securities Limited, as Killingholme Facility Agent, shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Killingholme Lenders representing at least the Required Percentage of the Killingholme Lenders under the terms of the Killingholme Facility Agreement.other Skagen Acquisition Agreements; (c) NRG Energy shall have delivered the Third Party Payoff Letters (as such term is defined in the Skagen Purchase Agreement) and Lien releases in recordable form which are adequate to release all Liens securing the indebtedness or obligations to be paid prior to or concurrently with the consummation of the Skagen Acquisition; (d) a Joinder Agreement executed by each of Skagen US and the Agents other Material Domestic Subsidiaries acquired in connection with the following financial Skagen Acquisition; (e) UCC, judgment and other information Lien searches with respect to Skagen US and other Material Domestic Subsidiaries acquired in connection with the Skagen Acquisition and their assets in such jurisdictions as the Administrative Agent may reasonably request which provide evidence that, after giving effect to the releases of Liens in accordance with the Third Party Payoff Letters, the property of Skagen US and such other Material Domestic Subsidiaries shall not be subject to any Liens other than Permitted Liens; (f) a certificate of a Responsible Officer of Skagen US and each other Material Domestic Subsidiary acquired in connection with the Skagen Acquisition certifying as to the incumbency and genuineness of the signature of each officer of such Credit Party executing this Amendment and the other Loan Documents to which shall in the cases it is a party and certifying that attached thereto is a true, correct and complete copy of clauses (i)) the articles or certificate of incorporation or formation, partnership agreement, trust agreement or other applicable governing document of such Credit Party and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of incorporation or formation, (ii)) the bylaws or other governing document of such Credit Party as in effect on the First Amendment Date, (iii)) resolutions duly adopted by the board of directors (or other governing body) of such Credit Party authorizing the transactions contemplated hereunder and the execution, delivery and performance of this Amendment and the other Loan Documents to which it is a party, and (iv)) each certificate required to be delivered pursuant to clause (g) of this Section 4.1 below; (g) certificates as of a recent date evidencing the legal existence and good standing of Skagen US and each other Material Domestic Subsidiary acquired in connection with the Skagen Acquisition under the laws of its jurisdiction of organization and, (v) to the extent requested by the Administrative Agent, each other jurisdiction where such Credit Party is qualified to do business and (vi) be accompanied by engages in material business and, to the extent reasonably available, a certificate of the chief financial officer or treasurer relevant taxing authorities of NRG Energy such jurisdictions certifying that such Credit Party has filed required tax returns and owes no delinquent taxes; (h) favorable opinions of counsel to substantially the effect contemplated by paragraph 3(h)):Credit Parties addressed to the Administrative Agent and the Lenders with respect to (i) this Amendment and the other Loan Documents executed in connection herewith, (ii) Skagen US and the other Material Domestic Subsidiaries acquired in connection with the Skagen Acquisition and (iii) such other matters as the Administrative Agent shall reasonably request; and (i) a 13-week forecast an upfront fee in the amount of cash flow and expenditures $50,000 payable by the Borrower to ▇▇▇▇▇ Fargo Bank, National Association for NRG Energy and its Subsidiaries for the period commencing own account in connection with the week increase in its Revolving Credit Commitment on the First Amendment Date, and an amendment fee paid by the Borrower in the amount of September 2$175,000, 2002 (the "CASH FORECAST"), $105,000 of which shall reflect the reasonable estimates by NRG Energy be payable to ▇▇▇▇▇ Fargo Bank, National Association and $70,000 of opening cash balanceswhich shall be payable to Bank of America, operating cash receipts and asset sale and other cash receipts and capital, operating and other expenditures on an as received and as made basis. The Cash Forecast shall include separate forecasts on a consolidating and consolidated basis in a form reasonably acceptable to FTI Policano & Manzo, LLC. Schedules to the Cash Forecast shall include a specific schedule of anticipated payments to Affiliates of NRG Energy and a listing of payments of principal of and interest on the Debt of NRG Energy and its Subsidiaries due during such period (including the dates when due and any applicable grace periods and whether or not such payments are anticipated to be made) and of payments in respect of turbine orders by them due during such period (including whether or not such payments are anticipated to be made); (ii) a schedule of all material assets of NRG Energy and its Subsidiaries that are not subject to any material Liens and any recent material indications of the values thereof; (iii) a listing of all material agreements or instruments that prohibit or limit the ability of NRG Energy or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of the assets set forth in the previous clause (ii); (iv) to the extent not previously delivered pursuant to the Initial Collateral Call Extension Letter, a list, and copies, of all tax sharing agreements and arrangements, Debt Instruments, Capital Expenditure Agreements, Lease Agreements or Other Material Agreements (or any agreements or documents relating thereto or entered into or delivered in connection therewith) to which NRG Energy or any of its Subsidiaries are a party which require (A) that NRG Energy or such Subsidiary post cash collateral, letters of credit or other similar credit support or make certain equity contributions as a result of a decline in the credit rating of NRG Energy or the occurrence of any other similar credit event orN.A.

Conditions Precedent. 4.1 This Second Collateral Call Extension Amendment Letter amends the terms of the Original SEAG Support Letter and shall become effective as in respect of the date first above written when original signatories to this Amendment Letter upon satisfaction of, or waiver by the Day 1 Lenders and only whenthe Intragroup Creditors of, on or before October 11, 2002, each of the following conditions shall have been satisfied:precedent (the “Amendment Letter Effective Time”): (a) NRG Energy and each signing of its Subsidiaries indicated on the signature pages hereto (each such Person being referred to herein as a "NRG PARTY") shall have executed and delivered to this Amendment Letter by each of the Signing Agents a copy Intragroup Creditors listed in Part 2 of Schedule 3 of the Original SEAG Support Letter and counter-signing of this Second Collateral Call Extension LetterAmendment Letter by the Company and SIHNV; (b) Each Existing Relevant Lenders (and any other relevant creditor who accedes to the Original SEAG Support Letter in accordance with its terms) holding in aggregate at least 75 per cent. of the Signing Agents shall total Financial Indebtedness of the Company under the Financial Instruments (or such lower amount as may be accepted by the Company and notified to the Creditors provided that such amount is greater than 50 per cent. of the total Financial Indebtedness of the Company under the Financial Instruments if in the reasonable opinion of the Company it is more likely than not that creditors of the Company will not suffer any harm by the acceptance of such lower amount) have executed and signed this Amendment Letter or delivered a signed accession confirmation in the form agreed with the Company as set out Schedule 1 to NRG Energy a copy this Amendment Letter (“Accession Confirmation”) to the Company in respect thereof; (c) save as disclosed in writing to the Day 1 Lenders prior to the date of this Second Collateral Call Extension Amendment Letter, no formal insolvency proceedings having been opened in respect of SIHNV or any direct or indirect subsidiary of SIHNV as at the time when all other conditions precedent in this paragraph 4.1 have been satisfied or waived by the Day 1 Lenders and Intragroup Creditors; (d) due execution and effectiveness (ignoring any inter-conditionality with the effectiveness of this Amendment Letter) of an amendment letter (the “SFH Amendment Letter”) on substantially the same terms as this Amendment Letter on behalf of Lenders representing between SFH and third-party creditors holding at least 50 per cent. of the Required Percentage under total Financial Indebtedness (excluding any Financial Indebtedness owed by SFH to Intragroup creditors) of SFH or such lower amount as may be accepted by SFH pursuant to the relevant Primary Agreement terms thereof; (e) the Relevant Lenders’ Advisors having confirmed to the Company (on terms satisfactory to the Company) that the fee arrangements agreed in relation to the Original SEAG Support Letter shall continue to apply and shall not increase in respect of the period 1 July 2018 to and including 20 July 2018; (f) ▇▇▇▇▇ having provided the SIHNV Commitment (as defined below); (g) agreement of a public statement between the advisors to SIHNV and FTI Consulting and PJT Partners (UK) Limited which is required to consent make public the existence of this Amendment Letter and such of its contents as constitute material non-public information or inside information which would restrict the Day 1 Lenders from carrying out a sale or purchase of any debt instrument borrowed or issued by any Group company (“Public Statement”); (h) the Company or SFH has not filed for the opening of insolvency proceedings, reorganisation proceedings (Reorganisationsverfahren) or other similar proceedings, or for the appointment of a curator (Kurator); (i) the Company or SFH is not a party to any insolvency proceedings, composition proceedings or other similar proceedings, and no filing for the opening of such proceedings has been submitted with respect to the Collateral Extension under Company or SFH by a third party, as far as each of the terms Company and SFH is aware; and (j) neither the Original SEAG Support Letter nor the Original SFH Support Letter have been terminated in accordance with their terms. 4.2 The Company or Linklaters on the Company’s behalf shall notify the Relevant ▇▇▇▇▇▇▇’ Advisers in writing of the date and time at which the Amendment Letter Effective Time has occurred promptly after the occurrence of such Primary AgreementAmendment Letter Effective Time. 4.3 With respect to any Creditor who is an Original Acceding Creditor, and Bane of America Securities Limited, as Killingholme Facility Agent, this Amendment Letter shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Killingholme Lenders representing at least the Required Percentage of the Killingholme Lenders under amend the terms of the Killingholme Facility Agreement. Original SEAG Support Letter for that Original Acceding Creditor with effect from the time that the Original Acceding Creditor has delivered a duly signed Accession Confirmation to the Company, either directly or by another party on its behalf (c) NRG Energy shall have delivered the “Individual Effective Time”). Notwithstanding anything contained in this Amendment Letter, the parties to each this Amendment Letter acknowledge and agree that the terms of the Agents the following financial Original SEAG Support Letter shall continue to apply unamended for each and other information (which shall in the cases of clauses (i), (ii), (iii), (iv), (v) and (vi) be accompanied by every Original Acceding Creditor that has not delivered a certificate of the chief financial officer or treasurer of NRG Energy to substantially the effect contemplated by paragraph 3(h)): (i) a 13-week forecast of cash flow and expenditures for NRG Energy and its Subsidiaries for the period commencing with the week of September 2, 2002 (the "CASH FORECAST"), which shall reflect the reasonable estimates by NRG Energy of opening cash balances, operating cash receipts and asset sale and other cash receipts and capital, operating and other expenditures on an as received and as made basis. The Cash Forecast shall include separate forecasts on a consolidating and consolidated basis in a form reasonably acceptable to FTI Policano & Manzo, LLC. Schedules duly signed Accession Confirmation to the Cash Forecast shall include a specific schedule of anticipated payments to Affiliates of NRG Energy and a listing of payments of principal of and interest on the Debt of NRG Energy and its Subsidiaries due during such period (including the dates when due and any applicable grace periods and whether or not such payments are anticipated to be made) and of payments in respect of turbine orders by them due during such period (including whether or not such payments are anticipated to be made); (ii) a schedule of all material assets of NRG Energy and its Subsidiaries that are not subject to any material Liens and any recent material indications of the values thereof; (iii) a listing of all material agreements or instruments that prohibit or limit the ability of NRG Energy or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of the assets set forth in the previous clause (ii); (iv) to the extent not previously delivered pursuant to the Initial Collateral Call Extension Letter, a list, and copies, of all tax sharing agreements and arrangements, Debt Instruments, Capital Expenditure Agreements, Lease Agreements or Other Material Agreements (or any agreements or documents relating thereto or entered into or delivered in connection therewith) to which NRG Energy or any of its Subsidiaries are a party which require (A) that NRG Energy or such Subsidiary post cash collateral, letters of credit or other similar credit support or make certain equity contributions as a result of a decline in the credit rating of NRG Energy or the occurrence of any other similar credit event orCompany.

Conditions Precedent. This Second Collateral Call Extension Letter shall become effective as The obligation of the date first above written when and only whenParties to consummate the transactions contemplated herein is subject to the satisfaction, on or before October 11waiver, 2002as appropriate, of the following conditions shall have been satisfiedprecedent: (a) NRG Energy and each of its Subsidiaries indicated on the signature pages hereto (each such Person being referred to herein as a "NRG PARTY") shall have executed and delivered to each of the Signing Agents a copy First Closing Date and the Second Closing Date, the receipt by the Parties of this Second Collateral Call Extension Letterall permits, consents, approvals, authorizations, orders, registrations, filings or qualifications of or with any court, governmental agency or body having jurisdiction over Parties required in connection with the execution, delivery and performance of the Transaction Documents; (b) Each as of the Signing Agents shall have executed First Closing Date: (i) the execution and delivered delivery by the respective parties thereto of the following documents: (1) a closing escrow agreement to NRG Energy effect the closing into escrow with McGuireWoods LLP of all the Transaction Documents related to the contribution of the Kenai Tankage, substantially in the form attached hereto as Exhibit F; (2) the ▇▇▇▇ of Sale; (3) a copy of this Second Collateral Call Extension Letter on behalf of Lenders representing at least ground lease agreement between TAC and the Required Percentage Operating Company related to the real property under the relevant Primary Kenai Tankage and such other matters as included therein, substantially in the form attached hereto as Exhibit G; (4) a Kenai Storage Services Agreement required to consent for the Kenai Tankage between TAC and the Operating Company, and the service order related thereto, substantially in the form attached hereto as Exhibit H; (5) an applicable service order to the Collateral Extension Secondment and Logistics Services Agreement, substantially in the form attached hereto as Exhibit I; (6) an Amendment No. 3 to the Second Amended and Restated Limited Liability Company Agreement of the General Partner among the General Partner, Tesoro, TRMC and Tesoro Alaska Company LLC, substantially in the form attached hereto as Exhibit J; (7) Second Amended and Restated Schedules to the Omnibus Agreement, substantially in the form attached hereto as Exhibit K; (8) a promissory note, in substantially the form attached as Exhibit D to this Agreement, by Tesoro in favor of the General Partner to evidence the funds loaned by the General Partner to Tesoro pursuant to Section 2.2(d); (9) a debt indemnification agreement, in substantially the form attached as Exhibit L; (10) a Transitional Operating Agreement, in substantially the form attached as Exhibit V; and (11) all other documents and instruments necessary and appropriate to convey the Kenai Tankage to the Operating Company as may be agreed by the Parties; (ii) as of the Second Closing Date: (1) a closing escrow agreement to effect the closing into escrow with McGuireWoods LLP of all the Transaction Documents related to the contribution of the TAT Units, substantially in the form attached hereto as Exhibit M; (2) Assignment separate from certificate for the TAT Units, substantially in the form attached hereto as Exhibit N; (3) a promissory note, in substantially the form attached hereto as Exhibit D to this Agreement, by Tesoro in favor of the General Partner to evidence the funds loaned by the General Partner to Tesoro pursuant to Section 2.5(d); (4) a debt indemnification agreement, in substantially the form attached as Exhibit L; and (5) an Amendment No. 1 to the Master Terminalling Services Agreement, substantially in the form attached hereto as Exhibit O; (6) Alaska Terminalling Services Agreement, substantially in the form attached hereto as Exhibit P; (7) a Terminal Service Order Anchorage Terminal under the terms Alaska Terminalling Services Agreement between TAC and the Operating Company, substantially in the form attached hereto as Exhibit Q; (8) a Terminal Service Order Nikiski Terminal under the Alaska Terminalling Services Agreement between TAC and the Operating Company, substantially in the form attached hereto as Exhibit R; (9) a Terminal Service Order Fairbanks Terminal under the Alaska Terminalling Services Agreement between TAC and the Operating Company, substantially in the form attached hereto as Exhibit S; (10) an Amendment No. 4 to the Second Amended and Restated Limited Liability Company Agreement of such Primary the General Partner among the General Partner, Tesoro, TRMC and Tesoro Alaska Company LLC, substantially in the form attached hereto as Exhibit T; (11) Third Amended and Restated Schedules to the Omnibus Agreement, substantially in the form attached hereto as Exhibit U; and (12) all other documents and Bane of America Securities Limited, instruments necessary and appropriate to convey the TAT Units to the Operating Company as Killingholme Facility Agent, shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Killingholme Lenders representing at least may be agreed by the Required Percentage of the Killingholme Lenders under the terms of the Killingholme Facility AgreementParties. (c) NRG Energy shall have delivered to each as of the Agents Execution Date, the following financial and other information (which shall in the cases of clauses (i), (ii), (iii), (iv), (v) and (vi) be accompanied by a certificate Conflicts Committee of the chief General Partner has received a fairness opinion by ▇▇▇▇▇▇▇ & Company International, the financial officer or treasurer of NRG Energy to substantially the effect contemplated by paragraph 3(h)): (i) a 13-week forecast of cash flow and expenditures for NRG Energy and its Subsidiaries for the period commencing with the week of September 2, 2002 (the "CASH FORECAST"), which shall reflect the reasonable estimates by NRG Energy of opening cash balances, operating cash receipts and asset sale and other cash receipts and capital, operating and other expenditures on an as received and as made basis. The Cash Forecast shall include separate forecasts on a consolidating and consolidated basis in a form reasonably acceptable to FTI Policano & Manzo, LLC. Schedules advisor to the Cash Forecast shall include a specific schedule of anticipated payments to Affiliates of NRG Energy and a listing of payments of principal of and interest on the Debt of NRG Energy and its Subsidiaries due during such period (including the dates when due and any applicable grace periods and whether or not such payments are anticipated to be made) and of payments in respect of turbine orders by them due during such period (including whether or not such payments are anticipated to be made); (ii) a schedule of all material assets of NRG Energy and its Subsidiaries that are not subject to any material Liens and any recent material indications conflicts committee of the values thereof; (iii) a listing board of all material agreements or instruments that prohibit or limit the ability of NRG Energy or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any directors of the assets set forth in the previous clause (ii); (iv) to the extent not previously delivered pursuant to the Initial Collateral Call Extension Letter, a list, and copies, of all tax sharing agreements and arrangements, Debt Instruments, Capital Expenditure Agreements, Lease Agreements or Other Material Agreements (or any agreements or documents relating thereto or entered into or delivered in connection therewith) to which NRG Energy or any of its Subsidiaries are a party which require (A) that NRG Energy or such Subsidiary post cash collateral, letters of credit or other similar credit support or make certain equity contributions as a result of a decline in the credit rating of NRG Energy or the occurrence of any other similar credit event orGeneral Partner.

Conditions Precedent. This Second Collateral Call Extension In addition to the other conditions precedent herein set forth, if any Lender becomes, and during the period it remains, a Defaulting Lender or a Potential Defaulting Lender, the Issuing Bank will not be required to issue any Letter shall become effective of Credit or to amend any outstanding Letter of Credit to increase the face amount thereof, alter the drawing terms thereunder or extend the expiry date thereof, and the Swingline Lender will not be required to make any Swingline Loan, unless the Issuing Bank or the Swingline Lender, as the case may be, is satisfied that any exposure that would result therefrom is fully covered or eliminated by any combination satisfactory to the Issuing Bank or Swingline Lender of the date first above written when and only when, on or before October 11, 2002, the following conditions shall have been satisfiedfollowing: (a) NRG Energy and each of its Subsidiaries indicated on the signature pages hereto (each such Person being referred to herein as a "NRG PARTY") shall have executed and delivered to each of the Signing Agents a copy of this Second Collateral Call Extension Letter; (b) Each of the Signing Agents shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Lenders representing at least the Required Percentage under the relevant Primary Agreement required to consent to the Collateral Extension under the terms of such Primary Agreement, and Bane of America Securities Limited, as Killingholme Facility Agent, shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Killingholme Lenders representing at least the Required Percentage of the Killingholme Lenders under the terms of the Killingholme Facility Agreement. (c) NRG Energy shall have delivered to each of the Agents the following financial and other information (which shall in the cases of clauses (i), (ii), (iii), (iv), (v) and (vi) be accompanied by a certificate of the chief financial officer or treasurer of NRG Energy to substantially the effect contemplated by paragraph 3(h)): (i) in the case of a 13-week forecast Defaulting Lender, the LC Exposure and the Swingline Exposure of cash flow such Defaulting Lender is reallocated, as to outstanding and expenditures for NRG Energy future Letters of Credit and its Subsidiaries for the period commencing with the week of September 2Swingline Loans, 2002 (the "CASH FORECAST"), which shall reflect the reasonable estimates by NRG Energy of opening cash balances, operating cash receipts and asset sale and other cash receipts and capital, operating and other expenditures on an as received and as made basis. The Cash Forecast shall include separate forecasts on a consolidating and consolidated basis in a form reasonably acceptable to FTI Policano & Manzo, LLC. Schedules to the Cash Forecast shall include a specific schedule Non-Defaulting Lenders as provided in clause (1) of anticipated payments to Affiliates of NRG Energy and a listing of payments of principal of and interest on the Debt of NRG Energy and its Subsidiaries due during such period (including the dates when due and any applicable grace periods and whether or not such payments are anticipated to be made) and of payments in respect of turbine orders by them due during such period (including whether or not such payments are anticipated to be madeSection 2.19(c); (ii) in the case of a schedule Defaulting Lender or a Potential Defaulting Lender, without limiting the provisions of all material assets of NRG Energy and its Subsidiaries that are not subject to any material Liens and any recent material indications Section 2.19(b), the Borrowers Cash Collateralize the obligations of the values thereof;Borrowers in respect of such Letter of Credit or Swingline Loan in an amount at least equal to the aggregate amount of the unreallocated obligations (contingent or otherwise) of such Defaulting Lender or Potential Defaulting Lender in respect of such Letter of Credit or Swingline Loan, or makes other arrangements satisfactory to the Administrative Agent, the Issuing Bank and the Swingline Lender in their sole discretion to protect them against the risk of non-payment by such Defaulting Lender or Potential Defaulting Lender; and (iii) in the case of a listing Defaulting Lender or a Potential Defaulting Lender, then in the case of all material agreements a proposed issuance of a Letter of Credit or making of a Swingline Loan, by an instrument or instruments in form and substance satisfactory to the Administrative Agent, and to the Issuing Bank and the Swingline Lender, as the case may be, the Borrowers agree that prohibit the face amount of such requested Letter of Credit or limit the ability principal amount of NRG Energy such requested Swingline Loan will be reduced by an amount equal to the unreallocated, non-Cash Collateralized portion thereof as to which such Defaulting Lender or Potential Defaulting Lender would otherwise be liable, in which case the obligations of the Non-Defaulting Lenders in respect of such Letter of Credit or Swingline Loan will, subject to the first proviso below, be on a pro rata basis in accordance with the Commitments of the Non-Defaulting Lenders, and the pro rata payment provisions of Section 2.13 will be deemed adjusted to reflect this provision; provided that (a) the sum of each Non-Defaulting Lender’s total Revolving Credit Exposure, total Swingline Exposure and total LC Exposure may not in any event exceed the Commitment of such Non-Defaulting Lender, and (b) neither any such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto nor any such Cash Collateralization or reduction will constitute a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Bank, the Swingline Lender or any of its Subsidiaries other Lender may have against such Defaulting Lender, or cause such Defaulting Lender or Potential Defaulting Lender to create, incur, assume or suffer to exist any Lien upon any of the assets set forth in the previous clause (ii); (iv) to the extent not previously delivered pursuant to the Initial Collateral Call Extension Letter, be a list, and copies, of all tax sharing agreements and arrangements, Debt Instruments, Capital Expenditure Agreements, Lease Agreements or Other Material Agreements (or any agreements or documents relating thereto or entered into or delivered in connection therewith) to which NRG Energy or any of its Subsidiaries are a party which require (A) that NRG Energy or such Subsidiary post cash collateral, letters of credit or other similar credit support or make certain equity contributions as a result of a decline in the credit rating of NRG Energy or the occurrence of any other similar credit event orNon-Defaulting Lender.

Conditions Precedent. This Second Collateral Call Extension Letter (a) The purchase of Lessor’s interest in a Property pursuant to Section 16.01 shall become effective be subject to the fulfillment of all of the following terms and conditions: (1) no monetary Event of Default shall have occurred and be continuing under this Lease or other Transaction Documents; (2) Lessee shall have paid to Lessor the Subject Purchase Price, together with all Rental and other 27 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 Monetary Obligations then due and payable under this Lease as of the date first above written when and only whenof the closing of such purchase; (3) in addition to payment of the Subject Purchase Price, on or before October 11, 2002, the following conditions Lessee shall have been satisfied: satisfied its obligations under Section 16.03 below; and (a4) NRG Energy and each the date of the closing of such purchase shall occur on the next scheduled Base Monthly Rental payment date that is at least thirty (30) days following Lessor’s receipt of Lessee’s written notice of its Subsidiaries indicated on exercise of its right to purchase the signature pages hereto (each such Person being referred Property pursuant to herein as a "NRG PARTY") shall have executed and delivered to each of the Signing Agents a copy of this Second Collateral Call Extension Letter;Section 16.01. (b) Each On the date of the Signing Agents closing of the purchase of a Property pursuant to this Section (the “Purchase Closing Date”), subject to satisfaction of the foregoing conditions: (1) this Lease shall have executed be deemed terminated with respect to the Property and delivered the Base Annual Rental shall be reduced by an amount equal to NRG Energy a copy the Lease Rate multiplied by the Subject Purchase Price; provided, however, such termination shall not limit Lessee’s obligations to Lessor under any indemnification provisions of this Second Collateral Call Extension Letter on behalf of Lenders representing at least the Required Percentage Lease and Lessee’s obligations to pay any Monetary Obligations (whether payable to Lessor or a third party) accruing under the relevant Primary Agreement required this Lease with respect to consent such Property prior to the Collateral Extension under Purchase Closing Date shall survive the terms termination of this Lease; and (2) Lessor shall convey such Primary AgreementProperty to Lessee “as is” by special warranty deed, subject to all matters of record (except for any consensual liens granted by Lessor other than those granted by Lessor at the request of Lessee), and Bane of America Securities Limited, as Killingholme Facility Agent, shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Killingholme Lenders representing at least the Required Percentage of the Killingholme Lenders under the terms of the Killingholme Facility Agreementwithout representation or warranty. (c) NRG Energy shall have delivered to each of the Agents the following financial and other information (which shall in the cases of clauses (i), (ii), (iii), (iv), (v) and (vi) be accompanied by a certificate of the chief financial officer or treasurer of NRG Energy to substantially the effect contemplated by paragraph 3(h)): (i) a 13-week forecast of cash flow and expenditures for NRG Energy and its Subsidiaries for the period commencing with the week of September 2, 2002 (the "CASH FORECAST"), which shall reflect the reasonable estimates by NRG Energy of opening cash balances, operating cash receipts and asset sale and other cash receipts and capital, operating and other expenditures on an as received and as made basis. The Cash Forecast shall include separate forecasts on a consolidating and consolidated basis in a form reasonably acceptable to FTI Policano & Manzo, LLC. Schedules to the Cash Forecast shall include a specific schedule of anticipated payments to Affiliates of NRG Energy and a listing of payments of principal of and interest on the Debt of NRG Energy and its Subsidiaries due during such period (including the dates when due and any applicable grace periods and whether or not such payments are anticipated to be made) and of payments in respect of turbine orders by them due during such period (including whether or not such payments are anticipated to be made); (ii) a schedule of all material assets of NRG Energy and its Subsidiaries that are not subject to any material Liens and any recent material indications of the values thereof; (iii) a listing of all material agreements or instruments that prohibit or limit the ability of NRG Energy or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of the assets set forth in the previous clause (ii); (iv) to the extent not previously delivered pursuant to the Initial Collateral Call Extension Letter, a list, and copies, of all tax sharing agreements and arrangements, Debt Instruments, Capital Expenditure Agreements, Lease Agreements or Other Material Agreements (or any agreements or documents relating thereto or entered into or delivered in connection therewith) to which NRG Energy or any of its Subsidiaries are a party which require (A) that NRG Energy or such Subsidiary post cash collateral, letters of credit or other similar credit support or make certain equity contributions as a result of a decline in the credit rating of NRG Energy or the occurrence of any other similar credit event or

Conditions Precedent. This Second Collateral Call Extension Letter Agreement shall (a) become effective upon the occurrence of each of the following: (i) execution and delivery to the Bank of (1) this Agreement by each party hereto, a Term Loan Note Joinder Agreement by Additional Borrower, Existing Borrowers and Bank substantially in the form of Exhibit D to the Credit Agreement, (2) a Revolver Loan Note Joinder Agreement by Additional Borrower, Existing Borrowers and Bank substantially in the form of Exhibit C to the Credit Agreement, (3) a Borrower’s Closing Certificate from the Additional Borrower, (4) a certificate of an officer of the Additional Borrower certifying as to the incumbency and signatures of such officer of the Additional Borrower signing, as applicable, this Agreement and any other Loan Documents executed on the date hereof, (5) a written opinion of counsel to the Additional Borrower, dated as of the date first above written when of this Agreement and only whenaddressed to Bank, on or before October 11in form and substance acceptable to Bank with respect to this Agreement [and the consummation of the transactions (the “Stock Purchase”) contemplated by the Stock Purchase Agreement (defined below)]; and (ii) delivery to the Bank of (1) a copy of the resolutions of the Additional Borrower’s board of directors authorizing the execution, 2002delivery and performance of this Agreement, the following conditions shall Revolver Loan Note Joinder Agreement, the Term Loan Note Joinder Agreement and any other Loan Document executed by the Additional Borrower on the date hereof, (2) a copy, certified as of the most recent date practicable by the secretary of state (or similar Governmental Authority) of the state, province, or other Jurisdiction where the Additional Borrower is organized, of the Additional Borrower’s Organizational Documents filed with such secretary of state (or similar Governmental Authority), (3) a copy of the Additional Borrower’s other Organizational Documents, (4) a certificate, as of the most recent date practicable, of the secretary of state (or similar appropriate Governmental Authority) of each Jurisdiction in which the Additional Borrower is organized as to the existence and good standing of the Additional Borrower within such Jurisdiction (unless such Governmental authorities do not issue such certificates of existence and/or good standing), and a certificate, as of the most recent date practicable, of the secretary of state (or similar appropriate Governmental Authority) of each state where any of the Collateral of the Additional Borrower is located as to the qualification and good standing of the Additional Borrower as a foreign entity doing business in each such state (unless such Governmental Authorities do not issue such certificates of existence and/or good standing), (5) lien search reports showing no Liens, except for the Permitted Liens, against the assets of, or the stock issued by, the Additional Borrower, (6) evidence satisfactory to Bank that the Additional Borrower has obtained all insurance policies as required under the Credit Agreement, together with evidence satisfactory to Bank that all premiums therefor have been satisfied: paid and that all such policies are in full force and effect, [(a7) NRG Energy an executed copy of the Stock Purchase Agreement (and each all exhibits, schedules and amendments thereto) between Theragenics Corporation and the owners of its Subsidiaries indicated on the signature pages hereto capital stock of the Additional Borrower (each such Person being referred the “Stock Purchase Agreement”),] and (8) receipt and approval by Bank of any other items reasonably required to herein as a "NRG PARTY"be provided to Bank, and not otherwise set forth above, and (b) shall have after becoming effective, be deemed to be executed and delivered to each simultaneously with the consummation of the Signing Agents a copy of this Second Collateral Call Extension Letter; (b) Each of the Signing Agents shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Lenders representing at least the Required Percentage under the relevant Primary Agreement required to consent to the Collateral Extension under the terms of such Primary Agreement, and Bane of America Securities Limited, as Killingholme Facility Agent, shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Killingholme Lenders representing at least the Required Percentage of the Killingholme Lenders under the terms of the Killingholme Facility AgreementStock Purchase. (c) NRG Energy shall have delivered to each of the Agents the following financial and other information (which shall in the cases of clauses (i), (ii), (iii), (iv), (v) and (vi) be accompanied by a certificate of the chief financial officer or treasurer of NRG Energy to substantially the effect contemplated by paragraph 3(h)): (i) a 13-week forecast of cash flow and expenditures for NRG Energy and its Subsidiaries for the period commencing with the week of September 2, 2002 (the "CASH FORECAST"), which shall reflect the reasonable estimates by NRG Energy of opening cash balances, operating cash receipts and asset sale and other cash receipts and capital, operating and other expenditures on an as received and as made basis. The Cash Forecast shall include separate forecasts on a consolidating and consolidated basis in a form reasonably acceptable to FTI Policano & Manzo, LLC. Schedules to the Cash Forecast shall include a specific schedule of anticipated payments to Affiliates of NRG Energy and a listing of payments of principal of and interest on the Debt of NRG Energy and its Subsidiaries due during such period (including the dates when due and any applicable grace periods and whether or not such payments are anticipated to be made) and of payments in respect of turbine orders by them due during such period (including whether or not such payments are anticipated to be made); (ii) a schedule of all material assets of NRG Energy and its Subsidiaries that are not subject to any material Liens and any recent material indications of the values thereof; (iii) a listing of all material agreements or instruments that prohibit or limit the ability of NRG Energy or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of the assets set forth in the previous clause (ii); (iv) to the extent not previously delivered pursuant to the Initial Collateral Call Extension Letter, a list, and copies, of all tax sharing agreements and arrangements, Debt Instruments, Capital Expenditure Agreements, Lease Agreements or Other Material Agreements (or any agreements or documents relating thereto or entered into or delivered in connection therewith) to which NRG Energy or any of its Subsidiaries are a party which require (A) that NRG Energy or such Subsidiary post cash collateral, letters of credit or other similar credit support or make certain equity contributions as a result of a decline in the credit rating of NRG Energy or the occurrence of any other similar credit event or

Conditions Precedent. This Second Collateral Call Extension Letter 3.1 As conditions precedent to ERP Operating Partnership's obligations pursuant to Article 1 of this Agreement, Newco shall become effective as of the date first above written when and only when, on or before October 11, 2002, the following conditions shall have been satisfiedfurnish to ERP Operating Partnership: (a) NRG Energy and each evidence, satisfactory to ERP Operating Partnership in the exercise of its Subsidiaries indicated on the signature pages hereto (each such Person being referred to herein as a "NRG PARTY") shall have executed and delivered to each ERP Operating Partnership's commercially reasonable judgment, of the Signing Agents consent of PPPIC, the Bank, the Trustee and all other parties having a copy right of this Second Collateral Call Extension Letter;consent in connection with the Bonds or the Letter of Credit with respect to the assumption by Newco of Wellsford Parent's obligations pursuant to the Bank Reimbursement Agreement and the Letter of Credit Documents, and the release of Wellsford Parent therefrom. (b) Each an instrument in form and substance satisfactory to ERP Operating Partnership in the exercise of ERP Operating Partnership's commercially reasonable judgment, executed by the Signing Agents shall have executed Bank, releasing ERP Operating Partnership and delivered to NRG Energy a copy Wellsford Parent from any and all obligations in connection with the Bank Reimbursement Agreement and the Letter of this Second Collateral Call Extension Letter on behalf of Lenders representing at least the Required Percentage under the relevant Primary Agreement required to consent Credit Documents, other than those obligations expressly undertaken by ERP Operating Partnership pursuant to the Collateral Extension under the terms of such Primary Agreement, and Bane of America Securities Limited, as Killingholme Facility Agent, shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Killingholme Lenders representing at least the Required Percentage of the Killingholme Lenders under the terms of the Killingholme Facility AgreementInitial ERP Operating Partnership Guaranty. (c) NRG Energy an instrument, in form and substance satisfactory to ERP Operating Partnership in the exercise of ERP Operating Partnership's commercially reasonable judgment, releasing ERP Operating Partnership and Wellsford Parent from any and all obligations under (i) that certain Second Amended and Restated Revolving Credit Agreement date as of June 30, 1995, as amended, with the First National Bank of Boston and the other parties listed therein, and (ii) that certain Intercreditor Agreement dated as of June 30, 1995, as amended, by and among said parties (collectively, the documents described in this Section 3.1(c) are referred to herein as the "Bank of Boston Documents"); (d) a current certificate from the Trustee that, to the knowledge of Trustee, there has not occurred and shall have delivered not be continuing any default or event of default beyond any applicable grace period under the Indenture or the Bond Documents; (e) a current certificate, in form and substance satisfactory to each ERP Operating Partnership in the exercise of ERP Operating Partnership's commercially reasonable judgment, executed by an officer of the Agents Bank, to the following financial effect that, to the knowledge of the Bank, there is no continuing default or event of default beyond any applicable grace period under the Bank Reimbursement Agreement or the Letter of Credit Documents; (f) a certificate, in form and other information substance satisfactory to ERP Operating Partnership, executed by an officer or director of PPPIC, to the effect that the Bond Documents shall not have been modified in any respect, from the forms submitted to ERP Operating Partnership prior to the execution of the Merger Agreement, without ERP Operating Partnership's written consent, which shall not be unreasonably withheld; (g) a certificate, in form and substance satisfactory to ERP Operating Partnership, executed by an officer or director of PPPIC, to the effect that the Letter of Credit Documents have not been modified in any respect from the forms submitted to ERP Operating Partnership prior to the execution of the Merger Agreement, without ERP Operating Partnership's written consent (which shall not be unreasonably withheld), except as provided in Section 3.1(h) hereinbelow; (h) the Bank Reimbursement Agreement and the Letter of Credit Documents shall have been amended so that (x) all covenants relating to the financial status and operations and personnel of Wellsford Parent have either been deleted or have been modified so as to reflect the status and business operations of Newco, as Wellsford Parent's assignee thereunder, (y) all references to the Bank of Boston Documents (including cross-defaults thereto and all references to any line or lines of credit available to Wellsford Parent pursuant thereto) shall have been deleted, and (z) such other provisions as Newco and the Bank may agree upon shall have been modified without the prior written consent of ERP Operating Partnership, which shall not be unreasonably withheld; provided that no such modification shall alter the basic business terms and procedures set forth in Articles 1, 2, 6.15, 6.19, 6.20, 6.21, 7.2, 8 and 9 of the Bank Reimbursement Agreement, relieve Newco and PPPIC of their obligations as the sole "Account Parties" (as such term is defined in the cases of clauses (i), (ii), (iii), (iv), (vBank Reimbursement Agreement) and (vi) be accompanied by a certificate or increase the amount of the chief financial officer Letter of Credit or treasurer of NRG Energy otherwise increase ERP Operating Partnership's obligations under the Initial ERP Operating Partnership Guaranty, increase the likelihood that ERP Operating Partnership will be required to substantially make a payment pursuant to the effect Initial ERP Operating Partnership Guaranty, or diminish the remedies or collateral to which ERP Operating Partnership will become subrogated upon payment as contemplated by paragraph 3(h)):under Section 1.1(a)(iv) hereinabove; (i) a 13-week forecast of cash flow Reimbursement and expenditures for NRG Energy and its Subsidiaries for the period commencing with the week of September 2Indemnification Agreement, 2002 (the "CASH FORECAST")executed by Newco, which shall reflect the reasonable estimates by NRG Energy of opening cash balances, operating cash receipts and asset sale and other cash receipts and capital, operating and other expenditures on an as received and as made basis. The Cash Forecast shall include separate forecasts on a consolidating and consolidated basis described in a form reasonably acceptable to FTI Policano & Manzo, LLC. Schedules to the Cash Forecast shall include a specific schedule of anticipated payments to Affiliates of NRG Energy and a listing of payments of principal of and interest on the Debt of NRG Energy and its Subsidiaries due during such period (including the dates when due and any applicable grace periods and whether or not such payments are anticipated to be made) and of payments in respect of turbine orders by them due during such period (including whether or not such payments are anticipated to be made)Section 4.3 hereof; (iij) a schedule the acknowledgement and agreement of all material assets PPPIC described in Section 5.1(b) hereof, the irrevocable power of NRG Energy attorney from PPPIC described in Section 5.1(c) hereof, and its Subsidiaries that are not subject to any material Liens the Trustee's consent and any recent material indications of the values thereofacknowledgement described in Section 5.1(c) hereof; (iiik) a listing the covenant and agreement of all material agreements or instruments that prohibit or limit the ability of NRG Energy or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of the assets set forth PPPIC described in the previous clause (ii)Section 4.5 hereof; (ivl) evidence, satisfactory to ERP Operating Partnership in the exercise of ERP Operating Partnership's commercially reasonable judgment, of the consent of PPPIC with respect to the assumption by Newco of Wellsford Parent's rights and obligations under the Wellsford Parent Reimbursement Agreement and the release of Wellsford Parent therefrom and the assignment to Newco of the PPPIC Note to Wellsford Parent; (m) the Collateral Assignment and Consent described in Section 4.6 hereof; and (n) evidence, satisfactory to ERP Operating Partnership in the exercise of ERP Operating Partnership's commercially reasonable judgment, that Newco was formed, established and capitalized in accordance with the terms of the Contribution Agreement. 3.2 It shall be a condition precedent to ERP Operating Partnership's obligations pursuant to Article 1 of this Agreement that no Event of Default beyond all applicable cure periods shall have occurred under this Agreement. 3.3 The consummation of the transactions contemplated under the Merger Agreement shall be a condition precedent to ERP Operating Partnership's obligations pursuant to Article 1 of this Agreement. 3.4 Newco shall use its best efforts to ensure that all conditions precedent to ERP Operating Partnership's obligations pursuant to Article 1 of this Agreement shall be satisfied as of the date of the consummation of the transactions contemplated by the Merger Agreement. In the event that Newco is unable to satisfy any condition precedent to ERP Operating Partnership's obligations pursuant to Article 1 of this Agreement by the date of the consummation of the transactions contemplated by the Merger Agreement, after the exercise of its best efforts to satisfy such condition, ERP Operating Partnership shall have the right, in its sole and absolute discretion, (i) to the extent not previously delivered pursuant to the Initial Collateral Call Extension Lettersatisfy such condition precedent, a listat its cost and expense, and copies, of all tax sharing agreements and arrangements, Debt Instruments, Capital Expenditure Agreements, Lease Agreements or Other Material Agreements (or any agreements or documents relating thereto or entered into or delivered in connection therewithii) to which NRG Energy or waive compliance with any of its Subsidiaries are a party which require (A) that NRG Energy or such Subsidiary post cash collateral, letters of credit or other similar credit support or make certain equity contributions as a result of a decline in the credit rating of NRG Energy or the occurrence of any other similar credit event orcondition precedent.

Conditions Precedent. This Second Collateral Call Extension Letter Amendment shall become effective as of the date first above written when and only when, on hereof upon the satisfaction (or before October 11, 2002, waiver by the Administrative Agent) of the following conditions shall have been satisfiedprecedent: (a) NRG Energy and each receipt by the Administrative Agent of its Subsidiaries indicated on counterparts of this Amendment executed by the signature pages hereto (each such Person being referred to herein as a "NRG PARTY") shall have executed and delivered to Borrower, the Guarantors, each of the Signing Agents a copy Lenders (including without limitation each of this Second Collateral Call Extension Letterthe Bridge 2 Lenders) and the Administrative Agent; (b) Each receipt by the Administrative Agent of the Signing Agents shall have executed an updated Budget in form and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Lenders representing at least the Required Percentage under the relevant Primary Agreement required to consent substance acceptable to the Collateral Extension under Administrative Agent and the terms of such Primary Agreement, and Bane of America Securities Limited, as Killingholme Facility Agent, shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Killingholme Lenders representing at least the Required Percentage of the Killingholme Lenders under the terms of the Killingholme Facility Agreement.Lenders; (c) NRG Energy shall have delivered to each receipt by the Administrative Agent of a duly executed waiver of all defaults and events of default existing under the MPT Documents as of the Agents Bridge 1 Loan Closing Date and consent under the following financial MPT Documents for entering into this Amendment and other information (which shall in the cases of clauses (i), (ii), (iii), (iv), (v) and (vi) be accompanied by a certificate of the chief financial officer or treasurer of NRG Energy to substantially the effect consummating all transactions contemplated by paragraph 3(h)): (i) a 13-week forecast of cash flow and expenditures for NRG Energy and its Subsidiaries for the period commencing with the week of September 2, 2002 (the "CASH FORECAST"), which shall reflect the reasonable estimates by NRG Energy of opening cash balances, operating cash receipts and asset sale and other cash receipts and capital, operating and other expenditures on an as received and as made basis. The Cash Forecast shall include separate forecasts on a consolidating and consolidated basis in a form reasonably acceptable to FTI Policano & Manzo, LLC. Schedules to the Cash Forecast shall include a specific schedule of anticipated payments to Affiliates of NRG Energy and a listing of payments of principal of and interest on the Debt of NRG Energy and its Subsidiaries due during such period hereby (including the dates when due and any applicable grace periods and whether or not such payments are anticipated to be made) and borrowing of payments in respect of turbine orders by them due during such period (including whether or not such payments are anticipated to be madethe Bridge 2 Loans); (iid) a schedule receipt by the Administrative Agent of all material assets opinions of NRG Energy legal counsel to the Loan Parties in form and its Subsidiaries that are not subject substance reasonably acceptable to any material Liens the Administrative Agent, addressed to the Administrative Agent and any recent material indications each Lender, dated as of the values thereofdate hereof; (iiie) receipt by the Administrative Agent of a listing certificate of all material each Loan Party dated as of the date hereof signed by a Responsible Officer of such Loan Party to the effect that the certificate of formation, certificate of limited partnership or other charter document and the operating agreement, limited partnership agreement or similar governing document of the Borrower and each other Loan Party delivered to the Administrative Agent on March 7, 2017 in connection with the Third Amendment remain true, correct and complete (or attaching true, correct and complete copies of such agreements and documents to such certificate) with no amendments or instruments that prohibit changes thereto except for any such amendments to the incumbency certificate, certificate of formation or limit operating agreement of the ability of NRG Energy Borrower or any other Loan Party, and providing certification of its Subsidiaries to create, incur, assume incumbency of officers of each Loan Party signing this Amendment or suffer to exist any Lien upon any other Loan Document being entered into on or about the date of the assets set forth in the previous clause (ii)Bridge 2 Loan Closing Date; (ivf) receipt by the Administrative Agent of a certificate of good standing for each of the Borrower and Adeptus Health, LLC from the secretary of state of the state under whose Laws such applicable Loan Party was formed; (g) receipt by the Administrative Agent of a certificate of each Loan Party dated as of the date hereof signed by a Responsible Officer of such Loan Party (A) certifying and attaching resolutions adopted by the board of directors or equivalent governing body of such Loan Party approving this Amendment and (B) in the case of the Borrower, certifying that, after giving effect to this Amendment, (1) the representations and warranties of each Loan Party contained in Article V of the Credit Agreement (other than exclusions expressly set forth on Schedule B (such exclusions, the “Credit Agreement Representation Exclusions”)) and in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true, correct and complete in all material respects (except to the extent not previously delivered pursuant any such representation or warranty is already qualified by materiality, in which case it shall be true, correct and complete in all respects) on and as of the date hereof, except to the Initial Collateral Call Extension Letterextent that such representations and warranties specifically refer to an earlier date, a listin which case they are true and correct in all material respects (except to the extent any such representation or warranty is already qualified by materiality, in which case it shall be true, correct and complete in all respects) as of such earlier date, and copies(2) other than the Specified Events of Default, no Default exists; and (h) receipt by the Administrative Agent and Lenders of all tax sharing agreements any fees and arrangements, Debt Instruments, Capital Expenditure Agreements, Lease Agreements expenses (including attorney’s fees) requested to be paid by it on or Other Material Agreements (or any agreements or documents relating thereto or entered into or delivered before the date hereof in connection therewith) to which NRG Energy or any of its Subsidiaries are a party which require (A) that NRG Energy or such Subsidiary post cash collateral, letters of credit or other similar credit support or make certain equity contributions as a result of a decline in with this Amendment and the credit rating of NRG Energy or the occurrence of any other similar credit event orBridge 2 Loan.

Conditions Precedent. This Second Collateral Call Extension Letter The conditions referred to in Clause 3.1 are that the Agent shall become effective as of have received the date first above written when following documents and only when, evidence in all respects in form and substance satisfactory to the Agent and its lawyers on or before October 11, 2002, the following conditions shall have been satisfiedEffective Date: (a) NRG Energy documents of the kind specified in Schedule 5, Part A, paragraphs 3, 4 and 5 of the Loan Agreement in relation to the Borrower and each of its Subsidiaries indicated on the signature pages hereto (each such Person being referred to herein as a "NRG PARTY") shall have executed and delivered to each of the Signing Agents a copy Owner in connection with their execution of this Second Collateral Call Extension LetterAgreement, the relevant Third Mortgage Amendment and the Applicable Amount Account Pledge, updated with appropriate modifications to refer to this Agreement; (b) Each an original of this Agreement duly executed by the parties to it and counter-signed by each of the Signing Agents shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Lenders representing at least the Required Percentage under the relevant Primary Agreement required to consent to the Collateral Extension under the terms of such Primary Agreement, and Bane of America Securities Limited, as Killingholme Facility Agent, shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Killingholme Lenders representing at least the Required Percentage Owners of the Killingholme Lenders under the terms of the Killingholme Facility Agreement.Ships listed in Schedule 2 hereto; (c) NRG Energy shall have delivered to in respect of each of the Agents Ships listed in Schedule 2, the following financial original Third Mortgage Amendment in respect of the Mortgage for that Ship duly signed by the relevant Owner and other information evidence satisfactory to the Agent and its lawyers that the same has been registered as a valid addendum to the relevant Mortgage in accordance with the laws of Malta; (which shall d) evidence that the Applicable Amount Account has been opened with the Agent and all mandate forms, documentation required by each Creditor Party in relation to the Borrower and any Security Party pursuant to that Creditor Party’s “know your customer” requirements have been received; (e) a duly executed original of the Applicable Amount Account Pledge; (f) evidence that the aggregate of the balances standing to the credit of the Applicable Amount Account and the Debt Service Reserve Account (excluding the amount held in the cases of clauses Applicable Amount Account referred to in paragraph (i), g) below which is to be transferred thereto) is at least $30,000,000; (ii), (iii), (iv), (vg) and (vi) be accompanied by a certificate evidence that the Available Free Cash Flow in respect of the chief financial officer or treasurer period commencing on 1 April 2009 and ending on the date of NRG Energy this Agreement has been paid to substantially the effect contemplated Applicable Amount Account; (h) favourable opinions from lawyers appointed by paragraph 3(h)):the Agent on such matters concerning the laws of ▇▇▇▇▇▇▇▇ Islands and Malta and such other relevant jurisdictions as the Agent may require; and (i) a 13-week forecast the fees referred to in Clause 7 of cash flow and expenditures for NRG Energy and its Subsidiaries for this Agreement have been received in full by the period commencing with the week of September 2, 2002 (the "CASH FORECAST"), which shall reflect the reasonable estimates by NRG Energy of opening cash balances, operating cash receipts and asset sale and other cash receipts and capital, operating and other expenditures on an as received and as made basis. The Cash Forecast shall include separate forecasts on a consolidating and consolidated basis in a form reasonably acceptable to FTI Policano & Manzo, LLC. Schedules to the Cash Forecast shall include a specific schedule of anticipated payments to Affiliates of NRG Energy and a listing of payments of principal of and interest on the Debt of NRG Energy and its Subsidiaries due during such period (including the dates when due and any applicable grace periods and whether or not such payments are anticipated to be made) and of payments in respect of turbine orders by them due during such period (including whether or not such payments are anticipated to be made); (ii) a schedule of all material assets of NRG Energy and its Subsidiaries that are not subject to any material Liens and any recent material indications of the values thereof; (iii) a listing of all material agreements or instruments that prohibit or limit the ability of NRG Energy or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of the assets set forth in the previous clause (ii); (iv) to the extent not previously delivered pursuant to the Initial Collateral Call Extension Letter, a list, and copies, of all tax sharing agreements and arrangements, Debt Instruments, Capital Expenditure Agreements, Lease Agreements or Other Material Agreements (or any agreements or documents relating thereto or entered into or delivered in connection therewith) to which NRG Energy or any of its Subsidiaries are a party which require (A) that NRG Energy or such Subsidiary post cash collateral, letters of credit or other similar credit support or make certain equity contributions as a result of a decline in the credit rating of NRG Energy or the occurrence of any other similar credit event orAgent.

Conditions Precedent. This Second Collateral Call Extension Letter shall become effective as 2.1 The obligations of the date first above written when Underwriter under this Agreement are conditional on the fulfilment or waiver (by both parties to this Agreement and only when, on or before October 11, 2002, subject as mentioned below) of the following conditions shall have been satisfiedconditions: (a) NRG Energy the Independent Shareholders having approved at the EGM of (i) the Open Offer; (ii) this Agreement (and each of its Subsidiaries indicated on the signature pages hereto transactions contemplated hereunder) by ordinary resolution; and (each such Person being referred to herein as a "NRG PARTY"ii) shall have executed and delivered to each of the Signing Agents a copy of this Second Collateral Call Extension LetterWhitewash Waiver by special resolution no later than the Posting Date; (b) Each the Executive granting the Whitewash Waiver to the Underwriter and the satisfaction of any condition attached to the Whitewash Waiver granted; (c) the filing and registration of the Signing Agents shall have executed Prospectus Documents (with all the documents required to be attached thereto all having been duly authorised for registration by the Stock Exchange and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter signed by or on behalf of Lenders representing at least two Directors (or by their agents duly authorised in writing)), with the Required Percentage under Registrar of Companies in Hong Kong in accordance with the relevant Primary Agreement required to consent Companies Ordinance on or before the Posting Date; (d) the posting of copies of the Prospectus Documents to the Collateral Extension Qualifying Shareholders on or before the Posting Date; (e) the compliance with and performance of all undertakings and obligations of the Underwriter pursuant to the terms and conditions of the Underwriting Agreement; (f) the compliance with and performance by the Company of the undertakings and obligations under the terms of such Primary Agreementthis Agreement by the Latest Time for Termination; (g) the Stock Exchange granting or agreeing to grant (subject to allotment) the listing of, and Bane of America Securities Limitedpermission to deal in, as Killingholme Facility Agent, shall have executed the Offer Shares and delivered such listings and permission to NRG Energy a copy of this Second Collateral Call Extension Letter deal not having been withdrawn or revoked by the Latest Time for Termination; (h) the Shares remaining listed on behalf of Killingholme Lenders representing the Stock Exchange and no indication being received at least all times prior to the Required Percentage Latest Time for Termination from the Stock Exchange that the listing of the Killingholme Lenders under the terms of the Killingholme Facility Agreement. (c) NRG Energy shall have delivered to each of the Agents the following financial and other information (which shall in the cases of clauses (i), (ii), (iii), (iv), (v) and (vi) Shares may be accompanied by a certificate of the chief financial officer withdrawn or treasurer of NRG Energy to substantially the effect contemplated by paragraph 3(h)):objected to; (i) a 13-week forecast of cash flow and expenditures for NRG Energy and its Subsidiaries for the period commencing with delivery by the week of September 2, 2002 (the "CASH FORECAST"), which shall reflect the reasonable estimates by NRG Energy of opening cash balances, operating cash receipts and asset sale and other cash receipts and capital, operating and other expenditures on an as received and as made basis. The Cash Forecast shall include separate forecasts on a consolidating and consolidated basis in a form reasonably acceptable to FTI Policano & Manzo, LLC. Schedules Company to the Cash Forecast shall include a specific schedule Underwriter of anticipated payments to Affiliates of NRG Energy the Undertaking Letters duly executed by the Underwriter and a listing of payments of principal of and interest ▇▇. ▇▇▇▇ ▇▇▇ on the Debt date of NRG Energy this Agreement and its Subsidiaries due during such period (including fulfilment of their respective obligations under the dates when due and any applicable grace periods and whether or not such payments are anticipated to be made) and of payments in respect of turbine orders Undertaking Letters by them due during such period (including whether or not such payments are anticipated to be made)the Latest Time for Termination; (iij) a schedule this Agreement not being terminated by the Underwriter pursuant to the terms hereof by the Latest Time for Termination; and (k) the warranties of the Company remaining true, accurate and not misleading in all material assets of NRG Energy and its Subsidiaries that are not subject respects. 2.2 The Company shall use all reasonable endeavours to any material Liens and any recent material indications fulfil or procure the fulfilment of the values thereof; conditions in Clause 2.1 (iii) a listing of all material agreements or instruments that prohibit or limit the ability of NRG Energy or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of the assets set forth in the previous clause (ii); (iv) to the extent not previously delivered it is within its power to do so) by the respective dates and time specified above, and shall do all the things required to be done by it pursuant to the Initial Collateral Call Extension LetterProspectus Documents or otherwise necessary to give effect to the Open Offer and the arrangements contemplated by this Agreement. 2.3 None of the conditions in Clause 2.1 is capable of being waived by any party to this Agreement. If the conditions in Clause 2.1 are not satisfied and/or waived in whole or in part by the respective dates specified above (or, a listin each case, such later date or dates as the Underwriter and copiesthe Company may agree in writing), this Agreement shall terminate and all liabilities of the parties to this Agreement shall cease and neither party shall have any claim against the other. 2.4 The Company shall make an application to the Stock Exchange in accordance with the Listing Rules for the listing of and permission to deal in all tax sharing agreements the Offer Shares (nil paid and arrangementsfully paid) on the Stock Exchange and shall undertake that it shall do or procure to be done all such acts and things and execute and, Debt Instrumentsas appropriate, Capital Expenditure Agreements, Lease Agreements furnish all such documents as shall be necessary or Other Material Agreements (requisite for the purposes of or any agreements or documents relating thereto or entered into or delivered in connection therewith) to which NRG Energy or any of its Subsidiaries are a party which require (A) that NRG Energy or with such Subsidiary post cash collateral, letters of credit or other similar credit support or make certain equity contributions as a result of a decline in the credit rating of NRG Energy or the occurrence of any other similar credit event orapplication.

Conditions Precedent. This Second Collateral Call Extension Letter shall become effective as 2.1 The obligation of the date first above written when and only whenSubscriber to subscribe to the Subscription Shares shall be conditional upon each of the following conditions (each a “Condition Precedent”) having been fulfilled by the Company, to the satisfaction of the Subscriber, on or before October 11the Closing Date: 2.1.1 The Company having passed necessary resolutions of the Board and a special resolution of the shareholders with requisite majority as specified under the Companies Act, 20022013 (the “Act”) for (i) approving the issue of the Subscription Shares to the Subscriber for the Price as contemplated in this Agreement; (ii) approving the draft letter of offer in Form PAS-4; (iii) authorizing for the creation and maintenance of the Fixed Deposit with the Subscriber as the sole authorized signatory for the Fixed Deposit (which authorized signatory shall not be changed without the prior written consent of the Subscriber), and creation of the lien in relation thereto in favour of the Subscriber as set out in Clause 4; and (iv) approving the transactions as contemplated under this Agreement. 2.1.2 The Company having delivery of certified true copies of the aforesaid resolutions of the Board and shareholders of the Company to the Subscriber. 2.1.3 The Company having issued an offer or invitation to the Subscriber to subscribe to the Subscription Shares through issue of a private placement offer letter in the format as set out in Form PAS-4 of the Companies (Prospectus and Allotment of Securities) Rules, 2014. 2.1.4 The Company having obtained all relevant approvals, consents and waivers necessary for consummation of the transactions contemplated under this Agreement as well as from any Governmental Authority or from any third party or required under the Law or any other approvals, consents or matter of like nature, as the case maybe and if applicable. 2.1.5 The Company having delivered to the Subscriber, a valuation certificate from a chartered accountant or a Category 1 merchant banker registered with the SEBI, certifying the fair value of the Subscription Shares determined and issued in accordance with, and as required under the Act (and rules thereunder), in a form and substance satisfactory to the Subscriber. 2.1.6 The Company having provided a valuation report of its equity shares as of a date as proximate as practicable to the Closing Date in accordance with Rule 11UA, read with Rule 11U of the Income-tax Rules, 1962, from a Category 1 merchant banker or chartered accountant, to the reasonable satisfaction of the Subscriber. 2.1.7 Each of the Company Warranties being true and accurate in all respects and not misleading in any respects, in each case as of the Execution Date and as of the Closing Date and as of any date on which any part of Closing occurs. 2.1.8 No Material Adverse Effect shall have occurred. 2.1.9 The Company shall cause the Bank to provide a confirmation to the Subscriber that the Fixed Deposit shall be created with the Bank with the Subscriber as the sole authorized signatory for the Fixed Deposit (which authorized signatory shall not be changed without the prior written consent of the Subscriber), and a lien will be marked in favour of the Subscriber once the Fixed Deposit is created, in accordance with Clause 4 of this Agreement. 2.2 If any of the Conditions Precedent are not satisfied, the following conditions Subscriber may waive, amend or extend the timeline for completion of any of the Conditions Precedent, by notice in writing to the Company, except to the extent of any mandatory requirements under applicable law. If at any time the Company becomes aware of any circumstances that will or are likely to give rise to the non-fulfilment of any of the Conditions Precedent by the Closing Date, the Company shall have been satisfied:inform the Subscriber in writing. In such case, the Parties shall co-operate fully with a view to procuring alternate arrangements to give effect to the commercial understanding of the Parties in relation to the transactions contemplated under this Agreement. 2.3 Upon completion of the Conditions Precedent as aforesaid, the Company shall issue a certificate in the form annexed as Schedule 3 (a“CP Satisfaction Certificate”) NRG Energy and each enclosing, where applicable, documentary evidence including certified true copies of its Subsidiaries indicated on the signature pages hereto (each such Person being referred to herein as a "NRG PARTY") shall have executed and delivered to all necessary documents evidencing fulfilment of each of the Signing Agents Conditions Precedent. 2.4 Subject to receipt of the CP Satisfaction Certificate and the accompanying documents evidencing fulfilment of all of the Conditions Precedent in accordance with the terms hereof to the reasonable satisfaction of the Subscriber, unless, waived, deferred or prescribed as condition subsequent to Closing, in each case in writing, at the Subscriber’s discretion, the Subscriber shall, within 2 (two) Business Days of the receipt of the CP Satisfaction Certificate, provide to the Company a copy written confirmation of completion of the Conditions Precedent in the form annexed as Schedule 4 (“CP Confirmation Certificate”). 2.5 Upon fulfilment of all the Conditions Precedent, including the other obligations under Clause 2, the Parties shall proceed to Closing in accordance with Clause 3 of this Second Collateral Call Extension Letter; (b) Each of the Signing Agents shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Lenders representing at least the Required Percentage under the relevant Primary Agreement required to consent to the Collateral Extension under the terms of such Primary Agreement, and Bane of America Securities Limited, as Killingholme Facility Agent, shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Killingholme Lenders representing at least the Required Percentage of the Killingholme Lenders under the terms of the Killingholme Facility Agreement. (c) NRG Energy shall have delivered to each of the Agents the following financial and other information (which shall in the cases of clauses (i), (ii), (iii), (iv), (v) and (vi) be accompanied by a certificate of the chief financial officer or treasurer of NRG Energy to substantially the effect contemplated by paragraph 3(h)): (i) a 13-week forecast of cash flow and expenditures for NRG Energy and its Subsidiaries for the period commencing with the week of September 2, 2002 (the "CASH FORECAST"), which shall reflect the reasonable estimates by NRG Energy of opening cash balances, operating cash receipts and asset sale and other cash receipts and capital, operating and other expenditures on an as received and as made basis. The Cash Forecast shall include separate forecasts on a consolidating and consolidated basis in a form reasonably acceptable to FTI Policano & Manzo, LLC. Schedules to the Cash Forecast shall include a specific schedule of anticipated payments to Affiliates of NRG Energy and a listing of payments of principal of and interest on the Debt of NRG Energy and its Subsidiaries due during such period (including the dates when due and any applicable grace periods and whether or not such payments are anticipated to be made) and of payments in respect of turbine orders by them due during such period (including whether or not such payments are anticipated to be made); (ii) a schedule of all material assets of NRG Energy and its Subsidiaries that are not subject to any material Liens and any recent material indications of the values thereof; (iii) a listing of all material agreements or instruments that prohibit or limit the ability of NRG Energy or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of the assets set forth in the previous clause (ii); (iv) to the extent not previously delivered pursuant to the Initial Collateral Call Extension Letter, a list, and copies, of all tax sharing agreements and arrangements, Debt Instruments, Capital Expenditure Agreements, Lease Agreements or Other Material Agreements (or any agreements or documents relating thereto or entered into or delivered in connection therewith) to which NRG Energy or any of its Subsidiaries are a party which require (A) that NRG Energy or such Subsidiary post cash collateral, letters of credit or other similar credit support or make certain equity contributions as a result of a decline in the credit rating of NRG Energy or the occurrence of any other similar credit event or

Conditions Precedent. This Second Collateral Call Extension Letter 3.1. The Purchaser shall become effective not be obliged to purchase any or all of the Sale Shares, unless and until all the conditions set forth in Clause 3.3 below (“Conditions Precedent”) have been fulfilled to the satisfaction of the Purchaser or waived (to the extent permissible under Applicable Law) in writing, by the Purchaser at its sole discretion, in accordance with this Agreement. The Seller shall undertake best efforts to fulfil each of the Conditions Precedent by August 14, 2024 or such other date and time as the Parties may mutually agree in writing (“Long Stop Date”). 3.2. If, at any time, the Seller becomes aware of any fact or circumstance that is reasonably likely to prevent any of the Conditions Precedent from being satisfied prior to the Long Stop Date, he shall promptly inform the Purchaser of such fact or circumstance. The Purchaser shall have the right (but not the obligation) to waive the satisfaction of any of the Conditions Precedent by notice in writing to the Seller. 3.3. The Conditions Precedent to the sale and purchase of the Sale Shares shall be the following: 3.3.1. the Seller shall deliver to the Purchaser, a certificate from any independent chartered accountant in the form/format as reviewed and agreed by the Purchaser and on reliance basis, giving the status of the pending Tax proceedings and any pending / outstanding Tax dues against the Seller under the IT Act and the applicable Goods and Services Tax, Act 2017 and stating that apart from those mentioned in the certificate, there are no (a) pending or open assessments /or litigations against the Seller referred to in Section 281 of the IT Act and Section 81 of the applicable Goods and Services Tax, Act 2017; (b) outstanding demands against the Seller from any Tax Authority in respect of Tax on the Seller under the IT Act and the applicable Goods and Services Tax, Act 2017; and (c) notices under Rule 2 of the second schedule of the IT Act that have been issued to the Seller that would render the transfer of the Sale Shares to the Purchaser void, and including a snapshot of the website of the income tax authorities in India (i.e., income-tax portal and TRACES portal) taken as on August 06, 2024 (“Tax Status Letter”); 3.3.2. the Seller shall provide self-certified copy of its PAN, which is validly subsisting as of the date first above written when Effective Date and only whenthe Completion Date; 3.3.3. the Seller shall provide a certificate from a chartered accountant confirming the residential status of Seller as per the provisions of the Income Tax Act; 3.3.4. the Seller shall procure from the Company and provide to the Purchaser, on or before October 11a reliance basis and in agreed form, 2002a fair market valuation certificate indicating the fair value of the Sale Shares under Section 50CA / 56(2)(x) of the Income Tax Act in the manner as prescribed under Rule 11UA/ Rule 11UAA of the Income Tax Rules, 1962, from a chartered accountant in accordance with the following conditions Income Tax Act and who is a person of repute; 3.3.5. each of the Seller Warranties, being true and correct as of the Effective Date and as of the Completion Date, and at all times between the Effective Date and Completion Date, as though made on each such date; 3.3.6. there shall not have been satisfiedany proceeding, restraining order, preliminary or permanent injunction, attachment or any other order issued by any court of competent jurisdiction or any other legal or regulatory prohibition or restriction or any other action issued, pending or threatened in writing, which, would: (a) NRG Energy and each of its Subsidiaries indicated on involve a challenge to, or seeks to, or which prohibits, prevents, restrains, restricts, delays, makes illegal or otherwise interferes with the signature pages hereto (each such Person being referred to herein as a "NRG PARTY") shall have executed and delivered to each consummation of the Signing Agents a copy of Transaction contemplated under this Second Collateral Call Extension Letter;Agreement; or (b) Each of the Signing Agents shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Lenders representing at least the Required Percentage under the relevant Primary Agreement required to consent to the Collateral Extension under the terms of such Primary Agreement, and Bane of America Securities Limited, as Killingholme Facility Agent, shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Killingholme Lenders representing at least the Required Percentage of the Killingholme Lenders under the terms of the Killingholme Facility Agreement. (c) NRG Energy shall have delivered to each of the Agents the following financial and other information (which shall in the cases of clauses (i), (ii), (iii), (iv), (v) and (vi) be accompanied by a certificate of the chief financial officer or treasurer of NRG Energy to substantially the effect contemplated by paragraph 3(h)): (i) a 13-week forecast of cash flow and expenditures for NRG Energy and its Subsidiaries for the period commencing with the week of September 2, 2002 (the "CASH FORECAST"), which shall reflect the reasonable estimates by NRG Energy of opening cash balances, operating cash receipts and asset sale and other cash receipts and capital, operating and other expenditures on an as received and as made basis. The Cash Forecast shall include separate forecasts on a consolidating and consolidated basis in a form reasonably acceptable to FTI Policano & Manzo, LLC. Schedules to the Cash Forecast shall include a specific schedule of anticipated payments to Affiliates of NRG Energy and a listing of payments of principal of and interest on the Debt of NRG Energy and its Subsidiaries due during such period (including the dates when due and any applicable grace periods and whether or not such payments are anticipated to be made) and of payments in respect of turbine orders by them due during such period (including whether or not such payments are anticipated to be made); (ii) a schedule of all material assets of NRG Energy and its Subsidiaries that are not subject to any material Liens and any recent material indications of the values thereof; (iii) a listing of all material agreements or instruments that prohibit or limit affect the ability of NRG Energy the Seller, to sell / transfer the Sale Shares. 3.4. Upon completion and satisfaction of, or any waiver by the Purchaser (where applicable) of, all of the Conditions Precedent, the Seller shall deliver to the Purchaser a certificate, substantially in the form as agreed by the Purchaser and as provided in the Annexure II of this Agreement (“Completion Certificate”), confirming such completion (or waiver, as the case may be) of the Conditions Precedent along with supporting documents, where applicable. Within a period of 3 (Three) Business Days from the date of receipt of the Completion Certificate evidencing fulfilment of the Conditions Precedent, the Purchaser shall notify the Seller (in writing) of its Subsidiaries to createsatisfaction or dissatisfaction of the Conditions Precedent, incur, assume or suffer to exist any Lien upon of waiving the fulfilment of any of the assets set forth in the previous clause Conditions Precedent (ii); (iv) to the extent permissible under Applicable Law) (“Transaction Long Stop Date”). 3.5. In the event any of the Conditions Precedent are not previously delivered pursuant fulfilled by the Seller or have become incapable of being fulfilled to the Initial Collateral Call Extension LetterPurchaser’s satisfaction prior to the Long Stop Date (to the extent such Conditions Precedent have not been waived by the Purchaser), then either Party may terminate this Agreement by giving a listnotice, and copies, in writing to the other Party; provided that the Seller may terminate the Agreement under this Clause 3.5 only if the Seller has taken commercially reasonable steps for completion of all tax sharing agreements and arrangements, Debt Instruments, Capital Expenditure Agreements, Lease Agreements or Other Material Agreements (or any agreements or documents relating thereto or entered into or delivered in connection therewith) the Conditions Precedent prior to which NRG Energy or any of its Subsidiaries are a party which require (A) that NRG Energy or such Subsidiary post cash collateral, letters of credit or other similar credit support or make certain equity contributions as a result of a decline in the credit rating of NRG Energy or the occurrence of any other similar credit event orLong Stop Date.

Conditions Precedent. This Second Collateral Call Extension Letter shall become effective Concurrently with the execution hereof (except to the extent otherwise indicated below), and as a further condition to the effectiveness of this Amendment and the date first above written when agreement of Lender to the modifications and only when, on or before October 11, 2002, the following conditions shall have been satisfiedamendments set forth in this Amendment: (a) NRG Energy Borrowers and each of its Subsidiaries indicated on the signature pages hereto (each such Person being referred to herein as a "NRG PARTY") Guarantors shall have delivered to Lender an original of this Amendment, duly authorized, executed and delivered to by each of the Signing Agents a copy of this Second Collateral Call Extension LetterBorrowers and Guarantors; (b) Each of the Signing Agents shall have executed Borrowers and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Lenders representing at least the Required Percentage under the relevant Primary Agreement required to consent to the Collateral Extension under the terms of such Primary Agreement, and Bane of America Securities Limited, as Killingholme Facility Agent, shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Killingholme Lenders representing at least the Required Percentage of the Killingholme Lenders under the terms of the Killingholme Facility Agreement. (c) NRG Energy Guarantors shall have delivered to Lender, in form and substance satisfactory to Lender, each of the Agents the following financial agreements, documents or instruments to which it is a party, duly authorized, executed and other information (which shall in the cases of clauses (i), (ii), (iii), (iv), (v) and (vi) be accompanied by a certificate of the chief financial officer or treasurer of NRG Energy to substantially the effect contemplated by paragraph 3(h)):delivered: (i) a 13-week forecast an original of cash flow each of the TCS Factory Term Note and expenditures for NRG Energy and its Subsidiaries for the period commencing with the week of September 2, 2002 (the "CASH FORECAST"), which shall reflect the reasonable estimates by NRG Energy of opening cash balances, operating cash receipts and asset sale and other cash receipts and capital, operating and other expenditures on an as received and as made basis. The Cash Forecast shall include separate forecasts on a consolidating and consolidated basis in a form reasonably acceptable to FTI Policano & Manzo, LLC. Schedules to the Cash Forecast shall include a specific schedule of anticipated payments to Affiliates of NRG Energy and a listing of payments of principal of and interest on the Debt of NRG Energy and its Subsidiaries due during such period (including the dates when due and any applicable grace periods and whether or not such payments are anticipated to be made) and of payments in respect of turbine orders by them due during such period (including whether or not such payments are anticipated to be made)TCS Office Term Note; (ii) a schedule an original Guarantee and Waiver, dated of all material assets even date herewith, by the Borrowers, other than TCS Office in favor of NRG Energy and its Subsidiaries that are not subject Lender with respect to any material Liens and any recent material indications the Obligations of the values thereofTCS Office to Lender; (iii) a listing an original Guarantee and Waiver, dated of all material agreements or instruments that prohibit or limit even date herewith, by Borrowers, other than TCS Factory, in favor of Lender with respect to the ability Obligations of NRG Energy or any of its Subsidiaries TCS Factory to create, incur, assume or suffer to exist any Lien upon any of the assets set forth in the previous clause (ii)Lender; (iv) an original Guarantee and Waiver, dated of even date herewith, by Guarantors, other than Borrowers and Hanover, in favor of Lender with respect to the extent not previously Obligations of TCS Office and TCS Factory to Lender; (v) an original Guarantee and Waiver, dated of even date herewith, by Hanover, in favor of Lender with respect to the Obligations of TCS Office and TCS Factory to Lender; (vi) an original Mortgage and Security Agreement, dated of even date herewith, by TCS Factory in favor of Lender with respect to the Real Property of TCS Factory securing the Guarantor Obligations and the other Obligations of TCS Factory, including, without limitation, the TCS Factory Term Loan, up to the Maximum Credit; (vii) an original Mortgage and Security Agreement, dated of even date herewith, by TCS Office in favor of Lender with respect to the Real Property of TCS Office securing the Guarantor Obligations and other Obligations of TCS Office, including, without limitation, the TCS Office Term Loan, up to the Maximum Credit; (viii) an original UCC Fixture Filing between TCS Office, as debtor, and Lender, as secured party, for filing with the Clerk of La Crosse County, Wisconsin; (ix) an original UCC Fixture Filing between TCS Factory, as debtor, and Lender, as secured party, for filing with the Clerk of La Crosse County, Wisconsin; (x) an agreement or agreements, in form and substance acceptable to Lender (A) assigning the TCS Factory Lease to HH Corp., (B) amending certain provisions of the TCS Factory Lease, and (C) subordinating any interest of the lessee in the Real Property covered by the TCS Factory Lease to the interest of Lender in the Real Property covered by the Mortgage made by TCS Factory to Lender; together with memorandum(s) or amendment to any existing memorandums with respect to such agreement(s), in form acceptable for recording with the Clerk of La Crosse County, Wisconsin; (xi) an agreement or agreements, in form and substance acceptable to Lender (A) assigning the TCS Office Lease to HH Corp., (B) amending certain provisions of the TCS Office Lease, and (C) subordinating any interest of the lessee in the Real Property covered by the TCS Factory Lease to the interest of Lender in the Real Property covered by the Mortgage made by TCS Factory to Lender; together with memorandum(s) or amendments to any existing memorandums with respect to such agreement(s), in form acceptable for recording with the Clerk of La Crosse County, Wisconsin; (c) Lender shall have received evidence that all prior encumbrances upon the Real Property subject to the Mortgages made by TCS Factory and TCS Office in favor of Lender have been satisfied and discharged and have been delivered to Lender, in form and substance satisfactory to Lender and a title insurance company acceptable to Lender (the "Title Company"), including, without limitation, the release of any liens of the State of Wisconsin Investment Board with respect to the Real Property and any other assets of TCS Factory and the release of any liens of Prudential Interfunding Corp with respect to the Real Property and any other assets of TCS Office; (d) Lender shall have received a certificate of occupancy with respect to each improved parcel of Real Property subject to the Mortgages made by TCS Factory and TCS Office in favor of Lender, together with other evidence satisfactory to Lender of final municipal approval for completion of any improvements on such Real Property and the legal occupancy thereof by TCS Factory, TCS Office and the tenant under the amended lease agreements referred to in Sections 5(b)(x) and (xi) hereof; (e) Lender shall have received a full ALTA (highest standard) as-built survey by a licensed surveyor with respect to each parcel of Real Property subject to the Mortgages made by TCS Factory and TCS Office in favor of Lender, certified to Lender and the Title Company, according to a certification satisfactory in form and substance to Lender and the Title Company, showing the current location of all improvements, setbacks, easements, rights of way and other matters affecting title to or use of such property; (f) Lender shall have received updated evidence of casualty insurance and loss payee endorsements required pursuant to the Loan Agreement and under the other Financing Agreements, in form and substance satisfactory to Lender, together with certificates of insurance policies and/or endorsements naming Lender as mortgagee, loss payee and additional insured, as applicable; (g) Lender shall have received, in form and substance satisfactory to Lender, Secretary's Certificates of Directors' Resolutions with Shareholders' Consent evidencing the adoption and subsistence of corporate resolutions approving the execution, delivery and performance by those Borrowers and Guarantors that are corporations and Manager Certificates and Company Resolutions evidencing the adaption and subsistence of company resolutions approving the execution, delivery and performance by those Borrowers and Guarantors that are limited liability companies of this Amendment and the agreements, documents and instruments to be delivered pursuant to this Amendment; (h) Lender shall have received an appraisal, in form and substance satisfactory to Lender, prepared by an appraiser and in form, scope and methodology, satisfactory to Lender, addressed to Lender or upon which Lender is expressly permitted to rely, with respect to the Initial Collateral Call Extension LetterReal Property of TCS Office and TCS Factory; (i) Lender shall have received updated environmental audits of the owned real property of TCS Factory and of TCS Office conducted by an independent environmental engineering firm acceptable to Lender, and in form, scope and methodology satisfactory to Lender, addressed to Lender or upon which Lender is expressly permitted to rely, confirming to the satisfaction of Lender and its environmental consultant, which consultant shall review such updated audits and any follow-up work requested by such consultant at Borrowers' expense, that (i) each of TCS Factory and TCS Office are in compliance with all material applicable Environmental Laws and (ii) the absence of any material environmental problems; (j) Lender shall have received, in form and substance satisfactory to Lender, a listvalid and effective title insurance policy issued by the Title Company (i) insuring the priority, amount and sufficiency of the Mortgages made by TCS Factory and TCS Office, (ii) insuring against matters that would be disclosed by surveys and (iii) containing any legally available endorsements, assurances or affirmative coverage requested by Lender for protection of its interests; (k) Lender shall have received an opinion(s) of counsel to Borrowers and Guarantors with respect to this Amendment, the Mortgages made by each of TCS Office and TCS Factory and the transactions and agreements and other instruments contemplated by this Amendment, and copiessuch other matters as Lender shall reasonably require, in form and substance and satisfactory to Lender; (l) each of all tax sharing agreements Borrowers and arrangementsGuarantors shall deliver, Debt Instrumentsor cause to be delivered, Capital Expenditure Agreementsto Lender a true and correct copy of each consent, Lease Agreements waiver or Other Material Agreements (or any agreements or documents relating thereto or entered into or delivered in connection therewith) approval with respect to which NRG Energy this Amendment or any of its Subsidiaries are a party the instruments or agreements executed and delivered pursuant to this Amendment, that any Borrower or Guarantor obtains from any other Person, and which require such consent, approval or waiver shall be in form and substance acceptable to Lender; and (Am) that NRG Energy or such Subsidiary post cash collateralUCC, letters tax and judgment searches against TCS Office and TCS Factory with the Wisconsin Secretary of credit State and the Clerk of La Crosse County, Wisconsin showing no financing statements or other similar credit support liens of record against either TCS Office or make certain equity contributions TCS Factory except in favor of Lender and except as a result of a decline in otherwise permitted under the credit rating of NRG Energy or the occurrence of any other similar credit event orLoan Agreement.

Conditions Precedent. This Second Collateral Call Extension Letter shall become effective The obligation of the Bank to make an Advance as of the date first above written when hereof is subject to the condition precedent that the Bank shall have received each and only when, every one of the following on or before October 11, 2002, the following conditions shall have been satisfieddate hereof in form and substance satisfactory to the Bank: (a) NRG Energy An originally executed copy of this Agreement and each of its Subsidiaries indicated on the signature pages hereto (each such Person being referred to herein as a "NRG PARTY") shall have executed other Loan Documents which are dated the date hereof, and delivered to each of the Signing Agents a copy of this Second Collateral Call Extension Letterall other documents, instruments and certificates required hereunder and thereunder; (b) Each A copy of the Signing Agents shall have executed certificate of incorporation, certificate of formation, bylaws and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Lenders representing at least the Required Percentage under the relevant Primary Agreement required to consent to the Collateral Extension under the terms of such Primary Agreement, and Bane of America Securities Limitedoperating agreement, as Killingholme Facility Agentapplicable, shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Killingholme Lenders representing at least the Required Percentage of the Killingholme Lenders under Borrower and each Pledgor, certified as a true copy by the terms Secretary or an Assistant Secretary of the Killingholme Facility Agreement.each such entity; (c) NRG Energy shall have delivered A good standing certificate issued as of a recent date with respect to the Borrower and each Pledgor by the Secretary of State of each state in which the Borrower or any Pledgor is incorporated or qualified to conduct business; (d) A certificate of the Secretary or an Assistant Secretary of the Borrower and each Pledgor certifying the names and true signatures of the officers of the Borrower and each Pledgor authorized to sign each of the Agents Loan Documents to which the following financial and other information (which shall in the cases of clauses (i)Borrower or such Pledgor, (ii)as applicable, (iii), (iv), (v) and (vi) be accompanied by is a certificate of the chief financial officer or treasurer of NRG Energy to substantially the effect contemplated by paragraph 3(h)):party; (i) a 13-week forecast of cash flow and expenditures for NRG Energy and its Subsidiaries for the period commencing with the week of September 2, 2002 (the "CASH FORECAST"), which shall reflect the reasonable estimates by NRG Energy of opening cash balances, operating cash receipts and asset sale and other cash receipts and capital, operating and other expenditures on an as received and as made basis. The Cash Forecast shall include separate forecasts on a consolidating and consolidated basis in a form Evidence reasonably acceptable to FTI Policano & Manzo, LLC. Schedules satisfactory to the Cash Forecast shall include Bank that the Borrower is authorized to execute, deliver and perform each of the Loan Documents to which it is a specific schedule of anticipated payments to Affiliates of NRG Energy party, and a listing of payments of principal of and interest on the Debt of NRG Energy and its Subsidiaries due during such period (including the dates when due and any applicable grace periods and whether or not such payments are anticipated to be made) and of payments in respect of turbine orders by them due during such period (including whether or not such payments are anticipated to be made); (ii) a schedule copy of all material assets the resolutions approved by the Board of NRG Energy Directors/Managers of each Pledgor authorizing the execution, delivery and its Subsidiaries performance by such Pledgor, as applicable, of each of the Loan Documents to which it is a party, certified as a true copy by the Secretary or an Assistant Secretary of each such Pledgor; (f) A written opinion of in-house counsel to the Borrower and the Pledgors, reasonably satisfactory to the Bank; (g) An originally executed copy of a Borrowing Base Certificate dated as of a date not earlier than three (3) Business Days prior to the date of this Agreement; (h) Evidence reasonably satisfactory to the Bank that are Collateral is not subject to any material Liens Lien other than Permitted Liens. (i) Evidence reasonably satisfactory to the Bank that all filings, recordings and any recent material indications other actions that are necessary or desirable in order to establish and perfect the Bank’s security interest in the Collateral as a valid perfected first priority security interest (except as otherwise set forth on Schedules I and III hereto) shall have been or shall be duly effected, including, without limitation, the filing of financing statements and the values thereoffiling or recordation of such other documents as the Bank shall deem necessary or desirable, all in form and substance satisfactory to the Bank, and all fees, taxes and other charges relating to such filings and recordings shall have been paid by the Borrower; (iiij) a listing Payment of all material agreements or instruments that prohibit or limit the ability of NRG Energy or any of its Subsidiaries to createreasonable legal, incur, assume or suffer to exist any Lien upon any closing and other fees of the assets set forth in the previous clause (ii);Bank; and (ivk) Such other documents, certificates, opinions and information as the Bank shall reasonably request, in form and substance satisfactory to the extent not previously delivered pursuant Bank, and all legal matters and documents with respect to the Initial Collateral Call Extension Letter, a list, and copies, of all tax sharing agreements and arrangements, Debt Instruments, Capital Expenditure Agreements, Lease Agreements or Other Material Agreements (or any agreements or documents relating thereto or entered into or delivered in connection therewith) transactions contemplated by this Agreement shall be satisfactory to which NRG Energy or any of its Subsidiaries are a party which require (A) that NRG Energy or such Subsidiary post cash collateral, letters of credit or other similar credit support or make certain equity contributions as a result of a decline in counsel for the credit rating of NRG Energy or the occurrence of any other similar credit event orBank.

Conditions Precedent. This Second Collateral Call Extension Letter shall become effective as (a) The effectiveness of Sections 1 through 20 of this Waiver & Amendment (the “IDS Waiver & Amendment Effective Date”) is subject to the satisfaction of the date first above written when and only when, on following conditions: On or before October 11, 2002, the following conditions IDS Waiver & Amendment Effective Date this Waiver & Amendment shall have been satisfied: executed and delivered by the Supermajority Banks of each Tranche and each Credit Party. On or before the IDS Waiver & Amendment Effective Date, the Waiver & Amendment Fee and all costs, fees and expenses required to be, and not previously, paid or reimbursed by the Borrower pursuant hereto or to the Credit Agreement or otherwise, including all invoiced fees and expenses of counsel to the Administrative Agent shall have been paid or reimbursed, as applicable. On the IDS Waiver & Amendment Effective Date, the Administrative Agent shall have received from Mayer, Brown, R▇▇▇ & Maw, LLP, special counsel to Holdings, the Borrower and the Subsidiary Guarantors, an opinion addressed to the Administrative Agent, the Collateral Agent and each of the Banks and dated the IDS Waiver & Amendment Effective Date in form and substance reasonably acceptable to the Administrative Agent. The following transactions shall have been consummated, in each case on terms and conditions reasonably satisfactory to the Administrative Agent: The IDS Financing with CSC having issued IDSs and Third Party Notes resulting in gross proceeds of up to $400.0 million and not less than $270.0 million; The Intercreditor Agreement shall have been executed and delivered by each party thereto; Amendment No. 1 to the Holdings Pledge Agreement shall have been executed and delivered by each party thereto in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent; The Appliance Warehouse Note shall have been amended and restated in the form of an Intercompany Note under the Credit Agreement; and At least $122.2 million in aggregate principal amount of the Senior Notes shall have been properly called for redemption and such amount shall have been placed on deposit as required under the Indenture governing the Senior Notes. On the IDS Waiver & Amendment Effective Date, the Administrative Agent shall have received a certificate dated such date and signed by an appropriate officer of the Borrower, stating that the applicable conditions set forth in this Section 23(a) exist as of such date and confirming compliance with the conditions precedent set forth in Section 6.01 of the Credit Agreement. The Administrative Agent shall have received written notice of the Optional Prepayment in accordance with Section 4.01 (a) NRG Energy and each of its Subsidiaries indicated on after giving effect to the signature pages hereto (each such Person being referred to herein as a "NRG PARTY") shall have executed and delivered to each of the Signing Agents a copy waiver in Section 1 of this Second Collateral Call Extension Letter;Waiver & Amendment. (b) Each The effectiveness of all provisions of this Waiver & Amendment other than Sections 1 through 20 (the “Initial Amendment Effective Date”) are subject to the satisfaction of the Signing Agents following conditions: (1) On or before the Initial Amendment Effective Date, this Waiver & Amendment shall have been executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Lenders representing at least by the Required Percentage under the relevant Primary Agreement required to consent to the Collateral Extension under the terms of such Primary Agreement, Banks and Bane of America Securities Limited, as Killingholme Facility Agent, shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Killingholme Lenders representing at least the Required Percentage of the Killingholme Lenders under the terms of the Killingholme Facility Agreementeach Credit Party. (c2) NRG Energy On or before the Initial Amendment Effective Date, the Initial Amendment Fee and all costs, fees and expenses required to be paid or reimbursed by the Borrower pursuant hereto or to the Credit Agreement or otherwise, including all invoiced fees and expenses of counsel to the Administrative Agent shall have delivered to each been paid or reimbursed, as applicable. (3) On the Initial Amendment Effective Date, the Administrative Agent shall have received a certificate dated such date and signed by an appropriate officer of the Agents Borrower, stating that the following financial and other information (which shall in the cases of clauses (i), (ii), (iii), (iv), (v) and (vi) be accompanied by a certificate of the chief financial officer or treasurer of NRG Energy to substantially the effect contemplated by paragraph 3(h)): (i) a 13-week forecast of cash flow and expenditures for NRG Energy and its Subsidiaries for the period commencing with the week of September 2, 2002 (the "CASH FORECAST"), which shall reflect the reasonable estimates by NRG Energy of opening cash balances, operating cash receipts and asset sale and other cash receipts and capital, operating and other expenditures on an as received and as made basis. The Cash Forecast shall include separate forecasts on a consolidating and consolidated basis in a form reasonably acceptable to FTI Policano & Manzo, LLC. Schedules to the Cash Forecast shall include a specific schedule of anticipated payments to Affiliates of NRG Energy and a listing of payments of principal of and interest on the Debt of NRG Energy and its Subsidiaries due during such period (including the dates when due and any applicable grace periods and whether or not such payments are anticipated to be made) and of payments in respect of turbine orders by them due during such period (including whether or not such payments are anticipated to be made); (ii) a schedule of all material assets of NRG Energy and its Subsidiaries that are not subject to any material Liens and any recent material indications of the values thereof; (iii) a listing of all material agreements or instruments that prohibit or limit the ability of NRG Energy or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of the assets conditions set forth in this Section 23(b) exist as of such date and confirming compliance with the previous clause (ii); (iv) to conditions precedent set forth in Section 6.01 of the extent not previously delivered pursuant to the Initial Collateral Call Extension Letter, a list, and copies, of all tax sharing agreements and arrangements, Debt Instruments, Capital Expenditure Agreements, Lease Agreements or Other Material Agreements (or any agreements or documents relating thereto or entered into or delivered in connection therewith) to which NRG Energy or any of its Subsidiaries are a party which require (A) that NRG Energy or such Subsidiary post cash collateral, letters of credit or other similar credit support or make certain equity contributions as a result of a decline in the credit rating of NRG Energy or the occurrence of any other similar credit event orCredit Agreement.

Conditions Precedent. This Second Collateral Call Extension Letter shall become effective as The obligation of the date first above written when and only whenCollateral Agent to release funds in the Disbursement Account to the Borrower in accordance with Section 2.10(c) is subject to the satisfaction, on or before October 11waiver in accordance with Section 9.5, 2002, of the following conditions shall have been satisfiedprecedent: (a) NRG Energy and each of its Subsidiaries indicated on the signature pages hereto (each such Person being referred to herein as a "NRG PARTY") shall have executed and delivered to each of the Signing Agents a copy of this Second Collateral Call Extension Letter; (b) Each of the Signing Agents shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Lenders representing at least the Required Percentage under the relevant Primary Agreement required to consent to the Collateral Extension under the terms of such Primary Agreement, and Bane of America Securities Limited, as Killingholme Facility Agent, shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Killingholme Lenders representing at least the Required Percentage of the Killingholme Lenders under the terms of the Killingholme Facility Agreement. (c) NRG Energy shall have delivered to each of the Agents the following financial and other information (which shall in the cases of clauses (i), (ii), (iii), (iv), (v) and (vi) be accompanied by a certificate of the chief financial officer or treasurer of NRG Energy to substantially the effect contemplated by paragraph 3(h)): (i) a 13-week forecast of cash flow each Credit Document shall be in full force and expenditures for NRG Energy and its Subsidiaries for the period commencing with the week of September 2effect, 2002 (the "CASH FORECAST"), which shall reflect the reasonable estimates by NRG Energy of opening cash balances, operating cash receipts and asset sale and other cash receipts and capital, operating and other expenditures on an as received and as made basis. The Cash Forecast shall include separate forecasts on a consolidating terms and consolidated basis in a form provisions reasonably acceptable to FTI Policano & Manzo, LLC. Schedules satisfactory to the Cash Forecast Administrative Agent (provided that the terms and provisions set forth in the Credit Documents as of the Closing Date shall include a specific schedule of anticipated payments be deemed satisfactory to Affiliates of NRG Energy the Administrative Agent) and a listing of payments of principal of and interest on no provision thereof shall have been amended, restated, supplemented, modified or waived in any respect determined by the Debt of NRG Energy and its Subsidiaries due during such period (including the dates when due and any applicable grace periods and whether or not such payments are anticipated Administrative Agent to be made) and material, in each case, without the consent of payments in respect of turbine orders by them due during such period (including whether or not such payments are anticipated to be made);the Administrative Agent. (ii) the Administrative Agent shall have received a fully executed Funds Release Request together with a Borrowing Base Certificate no later than 11:00 a.m. (Chicago, Illinois time) on the Business Day on which Borrower proposes to use the requested funds to purchase additional Eligible Receivables (the “Release Date”), evidencing sufficient Facility Availability with respect to the requested funds together with an updated schedule of all material assets of NRG Energy Receivables including the Receivables to be purchased on the Release Date, such schedule to (A) be in an electronic file format reasonably satisfactory to the Administrative Agent and its Subsidiaries that are not subject (B) set forth the information required to any material Liens be provided under the Backup Servicing Agreement (including, without limitation, and any recent material indications with respect to each Contract, (1) the account number; (2) Obligor name, (3) the outstanding principal balance of the values thereofReceivable evidenced by such Contract), (4) the Remaining Funded Amount of such Receivable and (5) any other information reasonably requested by the Administrative Agent with respect to such Release Date; (iii) as of such Release Date, the representations and warranties made by the applicable Credit Parties contained herein and in the other Credit Documents to which it is a listing of party shall be true and correct in all material agreements or instruments respects (where not already qualified by materiality, otherwise in all respects) on and as of that prohibit or limit Release Date to the ability same extent as though made on and as of NRG Energy or any that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) on and as of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of the assets set forth in the previous clause (ii)such earlier date; (iv) as of such Release Date, after giving effect to the requested release of funds from the Disbursement Account, no event shall have occurred and be continuing or would result from such release of funds from the Disbursement Account to the Borrower that would constitute an Event of Default or a Default; (v) as of such Release Date, the Collateral Agent shall have received a fully executed Assignment; (vi) in accordance with the terms of the Backup Servicing Agreement, the Borrower shall have delivered, or caused to be delivered, to the Backup Servicer, imaged copies of the Verified Documents and the related Lender Report, and (to the extent required pursuant to the Backup Servicing Agreement) the Administrative Agent shall have received the Verified Receivables Report from the Backup Servicer, which Verified Receivables Report is acceptable to the Administrative Agent in its sole discretion; (vii) no Material Adverse Effect shall have occurred; (viii) no Tier 2 Collateral Performance Trigger shall have occurred; (ix) no Regulatory Trigger Event shall have occurred; (x) immediately after the release of the requested funds to Borrower and the purchase by the Borrower of additional Eligible Receivables on such Release Date, no Borrowing Base Deficiency shall exist; (xi) immediately after making the Credit Extensions requested on such Credit Date, Commitment Availability shall not previously be less than the amount required pursuant to Section 5.11(b)(iii); and (xii) none of the Receivables to be sold to the Borrower on such Release Date and reflected on the Borrowing Base Certificate delivered pursuant to clause (ii) above were originated in any state or jurisdiction with respect to which any Governmental Authority has instituted any formal inquiry or investigation (which for the Initial Collateral Call Extension Letteravoidance of doubt excludes any routine inquiry or investigation), a listlegal action or proceeding against any Credit Party, and copiesany Originator, of all tax sharing agreements and arrangements, Debt Instruments, Capital Expenditure Agreements, Lease Agreements or Other Material Agreements (any Bank Partner Originator or any agreements sub-servicer relating to such Person’s authority to originate, hold, own, service, pledge or documents relating thereto enforce any Receivable with respect to the residents of such state, which formal inquiry, investigation, legal action or entered into or delivered in connection therewith) proceeding has not been resolved prior to which NRG Energy or such Credit Date. Any Agent shall be entitled, but not obligated, to request and receive, prior to the release of any funds from the Disbursement Account to the Borrower, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any of its Subsidiaries are a party which require (A) that NRG Energy or such Subsidiary post cash collateralthe foregoing if, letters of credit or other similar credit support or make certain equity contributions as a result of a decline in the credit rating good faith judgment of NRG Energy or such Agent, such request is warranted under the occurrence of any other similar credit event orcircumstances.

Conditions Precedent. This Second Collateral Call Extension Letter shall become effective as 11.1 The obligation of each Joint Lead Manager to subscribe and pay for the date first above written when and only when, on or before October 11, 2002, the following conditions shall have been satisfiedNotes is conditional upon: (a) NRG Energy there having been, as at the Settlement Date, no material adverse change in the condition (financial or otherwise), business, assets, shareholders' equity or results of operations of the Issuer, since the date of this Agreement or from that set out in the Preliminary Prospectus or the Prospectus and each no event making any of its Subsidiaries indicated the representations contained in Clause 7 untrue or incorrect on the signature pages hereto (each such Person being referred Settlement Date having occurred, unless remedied by the Issuer or waived by the Joint Lead Managers and the Issuer having performed all the obligations to herein as a "NRG PARTY") shall have executed and delivered to each of be performed by it under this Agreement on or before the Signing Agents a copy of this Second Collateral Call Extension LetterSettlement Date; (b) Each of the Signing Agents delivery to the Joint Lead Managers on the second Business Day immediately preceding the Settlement Date, unless set out otherwise below (in which case such delivery shall have executed and delivered to NRG Energy be made on or before 10:00 CET on the Settlement Date), of: (i) a copy of this Second Collateral Call Extension Letter an extract from the Commercial Register of the Issuer dated on the Settlement Date; (ii) a copy of the most up-to-date articles of association of the Issuer; (iii) legal opinion dated the Settlement Date in such form and with such content as the Joint Lead Managers may reasonably require from ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (Czech Republic) LLP, organizační složka, legal advisers to the Joint Lead Managers; (iv) legal opinion dated the Settlement Date in such form and with such content as the Joint Lead Managers may reasonably require from White & Case, s.r.o., advokátní kancelář, legal advisers to the Issuer; (v) a certificate as of the Settlement Date, duly signed on behalf of Lenders representing at least the Required Percentage under the relevant Primary Agreement required to consent Issuer to the Collateral Extension under effect stated in sub-clause 11.1(a) with regard to the terms of such Primary Issuer, in a form and content in all material respects corresponding to the draft attached as Schedule 1 to this Agreement, and Bane of America Securities Limited; (vi) agreed-upon procedures letter from Deloitte Audit s.r.o., as Killingholme Facility Agentindependent auditors of the Issuer, shall have executed dated as of the date of the Prospectus and delivered to NRG Energy Settlement Date, in such form and with such content as the Joint Lead Managers may reasonably request; (vii) copies of the corporate resolutions of the Issuer approving the Issue; (viii) a copy of this Second Collateral Call Extension Letter on behalf of Killingholme Lenders representing at least the Required Percentage Prospectus signed by a duly authorised officer of the Killingholme Lenders under the terms of the Killingholme Facility Agreement.Issuer; (cix) NRG Energy shall have delivered to each of the Agents the following financial and other information (which shall in the cases of clauses (i), (ii), (iii), (iv), (v) and (vi) be accompanied by a certificate of the chief financial officer or treasurer of NRG Energy to substantially the effect contemplated by paragraph 3(h)): (i) a 13-week forecast Issuer dated as of cash flow the Settlement Date, certifying the accuracy of certain data which is contained in the Prospectus, in form and expenditures for NRG Energy and its Subsidiaries for the period commencing with the week of September 2, 2002 (the "CASH FORECAST"), which shall reflect the reasonable estimates by NRG Energy of opening cash balances, operating cash receipts and asset sale and other cash receipts and capital, operating and other expenditures on an as received and as made basis. The Cash Forecast shall include separate forecasts on a consolidating and consolidated basis in a form reasonably acceptable to FTI Policano & Manzo, LLC. Schedules substance satisfactory to the Cash Forecast shall include a specific schedule of anticipated payments to Affiliates of NRG Energy and a listing of payments of principal of and interest on the Debt of NRG Energy and its Subsidiaries due during such period (including the dates when due and any applicable grace periods and whether or not such payments are anticipated to be made) and of payments in respect of turbine orders by them due during such period (including whether or not such payments are anticipated to be made)Joint Lead Managers; (iic) a schedule all representations by the Issuer stated in the Clause 7 of all material assets of NRG Energy this Agreement are true, accurate and its Subsidiaries that are not subject to any material Liens and any recent material indications complete as of the values thereofSettlement Date; (iiid) a listing the Notes being admitted to trading on the PSE's Regulated Market; (e) the agreement for keeping records of all material agreements or instruments the Issue in the central register of book-entered securities (smlouva o vedení evidence emise) has been entered into between the Issuer and the Central Depository before the date of this Agreement; and (f) the execution of the Agency Agreement and the side arrangement relating to the Agency Agreement by the parties thereto before the Settlement Date. 11.2 In the event that prohibit or limit the ability of NRG Energy or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of the assets conditions set forth out in sub-clause 11.1 is not satisfied on or before the previous clause Settlement Date, this Agreement shall (ii); except as mentioned below) terminate and the parties hereto shall (ivexcept for the liability of the Issuer in relation to expenses as provided under, or under any arrangements referred to in, Clause 6 and except for any liability arising before or in relation to such termination) be under no further liability arising out of this Agreement, provided that the Joint Lead Managers may in their discretion and by notice to the extent not previously delivered pursuant to Issuer waive satisfaction of any of the Initial Collateral Call Extension Letter, a list, and copies, of all tax sharing agreements and arrangements, Debt Instruments, Capital Expenditure Agreements, Lease Agreements or Other Material Agreements (above conditions or any agreements or documents relating thereto or entered into or delivered in connection therewith) to which NRG Energy or any part of its Subsidiaries are a party which require (A) that NRG Energy or such Subsidiary post cash collateral, letters of credit or other similar credit support or make certain equity contributions as a result of a decline in the credit rating of NRG Energy or the occurrence of any other similar credit event orthem.

Conditions Precedent. This Second Collateral Call Extension Letter The Delivery Term shall become effective as of the date first above written when and only when, on or before October 11, 2002, the following conditions shall have been satisfied: (a) NRG Energy and each of its Subsidiaries indicated on the signature pages hereto (each such Person being referred to herein as a "NRG PARTY") shall have executed and delivered to not commence until Seller completes each of the Signing Agents a copy of this Second Collateral Call Extension Letter; (b) Each of the Signing Agents shall have executed and following conditions: Seller has delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Lenders representing at least the Required Percentage under the relevant Primary Agreement required to consent to the Collateral Extension under the terms of such Primary Agreement, and Bane of America Securities Limited, as Killingholme Facility Agent, shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Killingholme Lenders representing at least the Required Percentage of the Killingholme Lenders under the terms of the Killingholme Facility Agreement. (c) NRG Energy shall have delivered to each of the Agents the following financial and other information (which shall in the cases of clauses (i), (ii), (iii), (iv), (v) and (vi) be accompanied by a certificate of the chief financial officer or treasurer of NRG Energy to substantially the effect contemplated by paragraph 3(h)): Buyer (i) a 13-week forecast completion certificate from a Licensed Professional Engineer substantially in the form of cash flow Exhibit H and expenditures for NRG Energy and its Subsidiaries for the period commencing with the week of September 2, 2002 (the "CASH FORECAST"), which shall reflect the reasonable estimates by NRG Energy of opening cash balances, operating cash receipts and asset sale and other cash receipts and capital, operating and other expenditures on an as received and as made basis. The Cash Forecast shall include separate forecasts on a consolidating and consolidated basis in a form reasonably acceptable to FTI Policano & Manzo, LLC. Schedules to the Cash Forecast shall include a specific schedule of anticipated payments to Affiliates of NRG Energy and a listing of payments of principal of and interest on the Debt of NRG Energy and its Subsidiaries due during such period (including the dates when due and any applicable grace periods and whether or not such payments are anticipated to be made) and of payments in respect of turbine orders by them due during such period (including whether or not such payments are anticipated to be made); (ii) a schedule certificate from a Licensed Professional Engineer substantially in the form of Exhibit I setting forth the Installed Battery Capacity on the Commercial Operation Date; A Participating Generator Agreement and a Meter Service Agreement between Seller and CAISO shall have been executed and delivered and be in full force and effect, and a copy of each such agreement delivered to Buyer; An Interconnection Agreement between Seller (or Seller’s Affiliate) and the PTO shall have been executed and delivered and be in full force and effect and a copy of the Interconnection Agreement delivered to Buyer; Seller has completed CAISO certification of the Facility, and has provided a copy of the CAISO certification to Buyer; Seller has provided Buyer with a copy of written notice from the CAISO that the Facility has achieved Full Capacity Deliverability Status; Copies of executed agreements demonstrating Site Control shall have been delivered to Buyer; provided Seller will be permitted to redact any confidential information contained therein; Insurance requirements for the Facility pursuant to Article 18 have been met, with evidence provided in writing to Buyer; Seller has received CEC Precertification of the Generating Facility (and reasonably expects to receive final CEC Certification and Verification for the Generating Facility in no more than one hundred eighty (180) days from the Commercial Operation Date); Seller (with the reasonable participation of Buyer) shall have completed all applicable WREGIS registration requirements that are reasonably capable of being completed prior to the Commercial Operation Date under WREGIS rules, including (as applicable) the completion and submittal of all material assets applicable registration forms and supporting documentation, which may include applicable interconnection agreements, informational surveys related to the Facility, QRE service agreements, and other appropriate documentation required to effect Facility registration with WREGIS and to enable Renewable Energy Credit transfers related to the Generating Facility within the WREGIS system; All applicable regulatory authorizations, approvals and permits required for operation of NRG Energy the Facility have been obtained and its Subsidiaries all conditions thereof that are not subject capable of being satisfied on the Commercial Operation Date have been satisfied and shall be in full force and effect, and Seller has delivered to any material Liens and any recent material indications Buyer an attestation certificate from an officer of Seller certifying to the values thereof; (iii) a listing satisfaction of all material agreements or instruments this condition; Seller has certified in writing to Buyer that prohibit or limit ▇▇▇▇▇▇ has complied with the ability of NRG Energy or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of the assets Prevailing Wage Requirement set forth in the previous clause (ii); (iv) to the extent not previously delivered pursuant to the Initial Collateral Call Extension Letter, a listSection 13.4, and copiesprovided reasonably requested documentation demonstrating such compliance; Seller has certified in writing to Buyer that Seller has satisfied the obligations related to workforce development set forth in Exhibit U, of and provided reasonably requested documentation demonstrating such compliance; Seller has certified in writing to Buyer that Seller has satisfied the community benefit-related obligations set forth in Exhibit Q, and provided reasonably requested documentation demonstrating such compliance; Seller has delivered the Performance Security to Buyer in accordance with Section 8.8; and Seller has paid Buyer for all tax sharing agreements amounts owing under this Agreement, if any, including Construction Delay Damages and arrangements, Debt Instruments, Capital Expenditure Agreements, Lease Agreements or Other Material Agreements (or any agreements or documents relating thereto or entered into or delivered in connection therewith) to which NRG Energy or any of its Subsidiaries are a party which require (A) that NRG Energy or such Subsidiary post cash collateral, letters of credit or other similar credit support or make certain equity contributions as a result of a decline in the credit rating of NRG Energy or the occurrence of any other similar credit event orCOD Delay Damages.

Conditions Precedent. This Second Collateral Call Extension Letter Amendment shall become effective as of June 19, 2008 (the date first above written when and only when“Effective Date”), on or before October 11, 2002, subject to the following conditions condition that the Agent shall have been satisfied:executed this Amendment and shall have confirmed its receipt of the following, each in form and substance satisfactory to the Agent (except, in each case, to the extent waived by the Agent in its sole discretion): (a) NRG Energy and each of its Subsidiaries indicated on the signature pages hereto (each such Person being referred to herein as a "NRG PARTY") shall have executed and delivered to each of the Signing Agents a copy of this Second Collateral Call Extension LetterAmendment duly executed by the Borrower, BCC, Brooke Corporation, the Lender and the Agent; (b) Each original copies of the Signing Agents shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Lenders representing at least the Required Percentage under the relevant Primary Agreement required to consent to the Collateral Extension under the terms of such Primary BASC Security Agreement, the Brooke Capital Guaranty, the Brooke Capital Stock Pledge and Bane of America Securities Limitedthe Brooke Investments Guaranty, as Killingholme Facility Agent, shall have each duly executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Killingholme Lenders representing at least by the Required Percentage of the Killingholme Lenders under the terms of the Killingholme Facility Agreement.parties thereto; (c) NRG Energy shall have delivered to each pre-filing state and federal tax lien, judgment lien and UCC lien searches against Brooke Capital, Brooke Investments and the Master Agent in their respective states of organization and such other jurisdictions as may be necessary or desirable in the opinion of the Agents the following financial Agent; (d) time stamped receipt copies of proper UCC termination statements, if any, necessary to release all security interests and other information (which shall rights of any Person in the cases BASC Collateral, the Brooke Capital Collateral and the Brooke Investments Collateral; (e) copies of clauses proper financing statements, in a form suitable for filing under the UCC in all jurisdictions as may be necessary or, in the opinion of Agent, desirable, under the UCC of all appropriate jurisdictions or any comparable law in order to perfect the security interests contemplated by the BASC Security Agreement, the Brooke Capital Guaranty, the Brooke Capital Stock Pledge and the Brooke Investments Guaranty; (f) all certificates evidencing the issued and outstanding capital stock of Brooke Investments, together with a stock power executed by Brooke Capital in blank in form and substance satisfactory to the Agent; (g) for each Brooke Party, a Secretary Certificate for such Brooke Party, certifying therein (i)) the organizational documents for such Brooke Party, (ii), ) the resolutions of such Brooke Party’s board of directors (or equivalent governing body) authorizing the execution and delivery of this Amendment and the other Related Documents being executed on the date hereof and (iii), (iv), (v) and (vi) be accompanied by a certificate the incumbency of the chief financial officer officers of such executing and delivering this Amendment and such Related Documents; (h) a good standing certificate for each Brooke Party issued by the Secretary of State of the jurisdiction in which such Brooke Party is organized, dated on or treasurer of NRG Energy about the date hereof and showing such Brooke Party to substantially the effect contemplated by paragraph 3(h)):be in good standing; and (i) a 13-week forecast an opinion of cash flow counsel for each Brooke Party regarding corporate, UCC and expenditures for NRG Energy enforceability matters and its Subsidiaries for such other matters as the period commencing with the week of September 2, 2002 (the "CASH FORECAST"), which shall reflect the reasonable estimates by NRG Energy of opening cash balances, operating cash receipts and asset sale and other cash receipts and capital, operating and other expenditures on an as received and as made basis. The Cash Forecast shall include separate forecasts on a consolidating and consolidated basis in a form reasonably acceptable to FTI Policano & Manzo, LLC. Schedules to the Cash Forecast shall include a specific schedule of anticipated payments to Affiliates of NRG Energy and a listing of payments of principal of and interest on the Debt of NRG Energy and its Subsidiaries due during such period (including the dates when due and any applicable grace periods and whether or not such payments are anticipated to be made) and of payments in respect of turbine orders by them due during such period (including whether or not such payments are anticipated to be made); (ii) a schedule of all material assets of NRG Energy and its Subsidiaries that are not subject to any material Liens and any recent material indications of the values thereof; (iii) a listing of all material agreements or instruments that prohibit or limit the ability of NRG Energy or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of the assets set forth in the previous clause (ii); (iv) to the extent not previously delivered pursuant to the Initial Collateral Call Extension Letter, a list, and copies, of all tax sharing agreements and arrangements, Debt Instruments, Capital Expenditure Agreements, Lease Agreements or Other Material Agreements (or any agreements or documents relating thereto or entered into or delivered in connection therewith) to which NRG Energy or any of its Subsidiaries are a party which require (A) that NRG Energy or such Subsidiary post cash collateral, letters of credit or other similar credit support or make certain equity contributions as a result of a decline in the credit rating of NRG Energy or the occurrence of any other similar credit event orAgent may request.

Conditions Precedent. This Second Collateral Call Extension Letter shall become effective as of It is a condition precedent to this Amendment that Licensee enter into a mutually agreed affiliation agreement with CPE US Networks II Inc. to carry the date first above written when and only whenCine Sony Television channel via direct-to-home satellite broadcast in the Territory (the “Cine Sony Agreement”) It is a condition precedent to this Amendment that Licensee has, on or before October 11prior to the Effective Date, 2002an executed agreement with one (1) or more other major studios granting Licensee the right to distribute each such studio’s feature length motion pictures and/or television programs in the 4K Format on a Pay-Per-View (“PPV”) and Video-On-Demand (“VOD”) basisin the 4K Format on a Video-On-Demand (“VOD”) basis. Licensor acknowledges that Licensee may not have content from multiple studios on the Licensed Service at all times as availability for different titles will fluctuate, and the following foregoing requirement shall only require that an agreement is in place and that at least one (1) first-run, new release motion picture has been distributed in 4K on the Licensed Service pursuant to such agreement prior to exhibition of Licensor’s content Effective Date: The 4K Rights grant will commence no later than February 1, 2015in accordance with on the terms and conditions shall have been satisfied: of this Amendmentearlier of (a) NRG Energy the date the Licensed Service is made available on at least one (1) model of Sony Bravia television, and each of its Subsidiaries indicated on the signature pages hereto (each such Person being referred to herein as a "NRG PARTY") shall have executed and delivered to each of the Signing Agents a copy of this Second Collateral Call Extension Letter; (b) Each June 30, 2015, subject in each case to Licensee’s prior satisfaction of the Signing Agents shall have executed conditions precedent set forth above and delivered to NRG Energy a copy all other terms and conditions of this Second Collateral Call Extension Letter Amendment (“Effective Date”) Notwithstanding the foregoing, Licensee will not make any 4K Program available on behalf of Lenders representing any device until such time as Licensee makes such program available on at least one model of television branded by a Licensor Affiliate (e.g., 4K Programs may not be made available on Samsung-connected TVs until such programs are also made available on at least one model of a Sony-connected TV); provided that, Licensor shall use commercially reasonable efforts to ensure that 4K Programs are made available on at least one television model of a Licensor Affiliate on or before February 1, 2015 and in no event later than June 1, 2015. For clarity, Affiliate may make the Required Percentage under 4K Programs available on any device in all events no later than June 1, 2015 regardless if such 4K Programs are available on any televisions branded by a Licensor Affiliate. Licensee will use best efforts to make the relevant Primary Agreement required Licensed Service available on at least one (1) model of Sony Bravia television prior to consent including Licensor’s 4K content on the Licensed Service 4K Rights: Licensor grants Licensee, and Licensee accepts, a non-exclusive, nontransferable license to distribute solely by 4K Transmission Means each 4K Program in the 4K Format on a VOD and PPV basis on the Licensed Service during such program’s applicable 4K License Period solely to Subscribers in the Territory pursuant to a Subscriber Transaction for viewing solely on an Approved 4K Device and for Personal Use during the applicable Viewing Period and subject at all times to the Collateral Extension under 4K Content Protection Requirements and 4K Usage Rules (“4K Rights”) The 4K Programs will be delivered via the terms of such Primary Agreement, and Bane of America Securities Limited, as Killingholme Facility Agent, shall have executed and delivered Licensed Service solely to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Killingholme Lenders representing at least the Required Percentage of the Killingholme Lenders under the terms of the Killingholme Facility Agreement. (c) NRG Energy shall have delivered to each of the Agents the following financial and other information (which shall in the cases of clauses (i), (ii), (iii), (iv), (v) and (vi) be accompanied by a certificate of the chief financial officer or treasurer of NRG Energy to substantially the effect contemplated by paragraph 3(h)): (i) a 13-week forecast of cash flow and expenditures for NRG Energy and its Subsidiaries for the period commencing with the week of September 2, 2002 (the "CASH FORECAST"), which shall reflect the reasonable estimates by NRG Energy of opening cash balances, operating cash receipts and asset sale and other cash receipts and capital, operating and other expenditures on an as received and as made basis. The Cash Forecast shall include separate forecasts on a consolidating and consolidated basis in a form reasonably acceptable to FTI Policano & Manzo, LLC. Schedules to the Cash Forecast shall include a specific schedule of anticipated payments to Affiliates of NRG Energy and a listing of payments of principal of and interest on the Debt of NRG Energy and its Subsidiaries due during such period (including the dates when due and any applicable grace periods and whether or not such payments are anticipated to be made) and of payments in respect of turbine orders by them due during such period (including whether or not such payments are anticipated to be made); (ii) a schedule of all material assets of NRG Energy and its Subsidiaries Approved 4K Devices that are capable of supporting the 4K Format specifications and will be displayed and playable solely on or through an associated TV set or display monitor capable of displaying such programs in 4K Format (i.e., not subject to any material Liens and any recent material indications of the values thereof; (iii) a listing of all material agreements conventional HD TV set or instruments that prohibit or limit the ability of NRG Energy or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of the assets set forth in the previous clause (iimonitor); (iv) to the extent not previously delivered pursuant to the Initial Collateral Call Extension Letter, a list, and copies, of all tax sharing agreements and arrangements, Debt Instruments, Capital Expenditure Agreements, Lease Agreements or Other Material Agreements (or any agreements or documents relating thereto or entered into or delivered in connection therewith) to which NRG Energy or any of its Subsidiaries are a party which require (A) that NRG Energy or such Subsidiary post cash collateral, letters of credit or other similar credit support or make certain equity contributions as a result of a decline in the credit rating of NRG Energy or the occurrence of any other similar credit event or

Conditions Precedent. This Second Collateral Call Extension Letter shall become effective as All the Parties’ obligations except for the Parties’ confidentiality obligations under Section 15.10 of the date first above written when and only whenNAESB Base Contract as modified for this Confirmation, on or before October 11, 2002, are conditioned upon the following conditions following: Seller shall have been satisfied: (a) NRG Energy and each of its Subsidiaries indicated on the signature pages hereto (each such Person being referred to herein as a "NRG PARTY") shall have executed and delivered to each of the Signing Agents a copy of this Second Collateral Call Extension Letter; (b) Each of the Signing Agents shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Lenders representing at least the Required Percentage under the relevant Primary Agreement required to consent to the Collateral Extension under the terms of such Primary Agreement, and Bane of America Securities Limited, as Killingholme Facility Agent, shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Killingholme Lenders representing at least the Required Percentage of the Killingholme Lenders under the terms of the Killingholme Facility Agreement. (c) NRG Energy shall have delivered to each of the Agents the following financial and other information (which shall in the cases of clauses (i), (ii), (iii), (iv), (v) and (vi) be accompanied by a certificate of the chief financial officer or treasurer of NRG Energy to substantially the effect contemplated by paragraph 3(h)): (i) a 13-week forecast of cash flow and expenditures for NRG Energy and its Subsidiaries for the period commencing with the week of September 2, 2002 (the "CASH FORECAST"), which shall reflect the reasonable estimates by NRG Energy of opening cash balances, operating cash receipts and asset sale and other cash receipts and capital, operating and other expenditures on an as received and as made basis. The Cash Forecast shall include separate forecasts on a consolidating and consolidated basis provided written evidence in a form reasonably acceptable satisfactory to FTI Policano & Manzo, LLC. Schedules to Buyer that: Each Project meets or will meet the Cash Forecast shall include a specific schedule of anticipated payments to Affiliates of NRG Energy and a listing of payments of principal of and interest on the Debt of NRG Energy and its Subsidiaries due during such period (including the dates when due and any applicable grace periods and whether or not such payments are anticipated to be made) and of payments in respect of turbine orders by them due during such period (including whether or not such payments are anticipated to be made); (ii) a schedule of all material assets of NRG Energy and its Subsidiaries that are not subject to any material Liens and any recent material indications of the values thereof; (iii) a listing of all material agreements or instruments that prohibit or limit the ability of NRG Energy or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of the assets requirements as set forth in the previous clause CARB Cap and Trade regulations to be able to be qualified to deliver Biomethane; Biomethane to be delivered to Buyer from each Project meets or will meet the Gas Quality specifications set forth in PG&E’s gas tariffs then on file with the CPUC; Seller has an Operating Balance Agreement with the interconnecting pipeline connected to its Project, and Seller can deliver Biomethane to a Delivery Point pool account; CPUC Approval has been obtained; and Bankruptcy Court Approval has been obtained. The CPUC Approval, Bankruptcy Court Approval and Seller’s conditions in paragraph (a) above shall collectively constitute the Conditions Precedent. The Confirmation, Transaction and Confirmation Term hereunder, shall terminate as described below and in Section 23 of this Confirmation in the event of a failure to satisfy the Conditions Precedent. Termination because of (1) a failure to satisfy the Conditions Precedent or (2) an early termination of the Transaction shall also terminate all of the Parties’ obligations under the Confirmation as of the transaction termination date, except for the confidentiality obligations described above in Section 15.10 of the NAESB Base Contract. Buyer shall have no obligation to seek rehearing or to appeal a CPUC decision which fails to approve the Transaction, or which contains findings required for CPUC Approval with conditions or modifications unacceptable to either Party. Notwithstanding anything to the contrary in the Agreement, Buyer shall not have any obligation or liability to Seller or any third party for any action or inaction of the CPUC, Bankruptcy Court or other Governmental Authority affecting the approval or status of this Transaction. In the event that (i) the CPUC or Bankruptcy Court issues a final and non-appealable order not approving this Transaction in its entirety, or (ii); (iv) the CPUC or Bankruptcy Court issues a final and non-appealable order which contains conditions or modifications unacceptable to either Party, then either Party may, in its sole discretion, elect to terminate this Agreement upon Notice to the extent other Party. Buyer shall provide Seller with Notice of the CPUC Approval and the Bankruptcy Court Approval (collectively, the “Approvals”). If either the (i) CPUC Approval (ii) Bankruptcy Court Approval, or (iii) the executed contracts from the DGEMS phase of Buyer’s 2019 System Reliability RFO has not previously delivered pursuant been received or waived by the Approval Deadline, then either Party may terminate this Transaction upon notice to the Initial Collateral Call Extension Letter, other Party; provided that a list, and copies, of all tax sharing agreements and arrangements, Debt Instruments, Capital Expenditure Agreements, Lease Agreements Party’s right to terminate for failure to satisfy or Other Material Agreements waive the Approvals must be exercised within thirty (or any agreements or documents relating thereto or entered into or delivered in connection therewith30) to which NRG Energy or any of its Subsidiaries are a party which require (A) that NRG Energy or such Subsidiary post cash collateral, letters of credit or other similar credit support or make certain equity contributions as a result of a decline in days from the credit rating of NRG Energy or the occurrence of any other similar credit event orApproval Deadline.

Conditions Precedent. This Second Collateral Call Extension Letter shall become effective The following are conditions precedent to Lender’s obligations under this Agreement: a. The irrevocable commitment of Commonwealth Land Title Insurance Company (“Title Company”) to issue CLTA 104.8 and CLTA 111.4 (or equivalent) endorsements to Title Company’s Title Policy No. SFO1786 dated January 12, 2001, in each case in form and substance acceptable to Lender and without deletions or exceptions other than as expressly approved by Lender in writing, insuring Lender that the priority and validity of the date first above written when Security Instrument has not been and only when, on or before October 11, 2002will not be impaired by this Agreement, the following conditions shall have been satisfied:conveyance of the Property, or the transaction contemplated hereby; b. Receipt and approval by Lender of: (ai) NRG Energy the executed original of this Agreement; (ii) an executed original of a Memorandum of Assumption Agreement in the form attached hereto as Exhibit A and each otherwise in form and substance acceptable to Lender (“Memorandum of its Subsidiaries indicated on Assumption Agreement”); and (iii) any other documents and agreements which are required pursuant to this Agreement, in form and content acceptable to Lender; c. Recordation in the signature pages hereto (each Official Records of the Memorandum of Assumption Agreement, together with such Person being referred other documents and agreements, if any, required pursuant to herein this Agreement or which Lender has requested to be recorded or filed; d. Buyer’s delivery to Lender of UCC-1 Financing Statements in proper form for filing in the appropriate jurisdictions as determined by Lender; e. Execution and delivery to Lender by New Guarantor of a "NRG PARTY") shall have executed and limited guaranty in favor of Lender, in the form previously delivered to each New Guarantor by Lender, pursuant to which New Guarantor irrevocably guarantees payment for certain matters under the Loan; f. Execution and delivery to Lender by Buyer of an assignment of management contracts in favor of Lender, comparable to the Existing Assignment of Management Contracts and in form and substance acceptable to Lender; g. Delivery to Lender of the Signing Agents organizational documents and evidence of good standing of Buyer, together with such resolutions or certificates as Lender may require, in form and content acceptable to Lender, authorizing the assumption of the Loan and executed by the appropriate persons and/or entities on behalf of Buyer and New Guarantor; h. The representations and warranties contained herein are true and correct; i. Receipt by Lender of a copy of this Second Collateral Call Extension LetterBuyer’s casualty insurance policy and comprehensive liability insurance policy with respect to the Property, each in form and amount satisfactory to Lender; (b) Each j. Receipt by Lender of the Signing Agents shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Lenders representing at least the Required Percentage under the relevant Primary Agreement required to consent grant deed by which title to the Collateral Extension under Property will be conveyed to Buyer, and the terms purchase and sale agreement documenting the sale of such Primary the Property to Buyer; k. Receipt by Lender of an executed assignment of the purchaser’s interest in the purchase and sale agreement for the Property from the purchaser named therein to Buyer; l. Receipt by Lender of an executed Form W-9 for Buyer; m. Lender shall have received an opinion of counsel to Lender with respect to the compliance of this Agreement, the transfer to Buyer, and Bane the transactions referenced herein with the provisions of America Securities Limitedthe Internal Revenue Code as the same pertain to real estate mortgage investment conduits; n. New Guarantor, as Killingholme Facility Agenttenant, shall have executed and delivered to NRG Energy entered into a copy of this Second Collateral Call Extension Letter on behalf of Killingholme Lenders representing at least the Required Percentage lease with Buyer for all of the Killingholme Lenders under the leasable space at Property on terms approved by Lender, and for a term of the Killingholme Facility Agreement. no less than five years and at an annual minimum rental rate of $13.75 per square foot (c$724,668 annual rent) NRG Energy on a “triple-net” basis, and Lender shall have delivered to each of the Agents the following financial and other information (which shall in the cases of clauses (i), (ii), (iii), (iv), (v) and (vi) be accompanied by a certificate of the chief financial officer or treasurer of NRG Energy to substantially the effect contemplated by paragraph 3(h)): (i) a 13-week forecast of cash flow and expenditures for NRG Energy and its Subsidiaries for the period commencing with the week of September 2, 2002 (the "CASH FORECAST"), which shall reflect the reasonable estimates by NRG Energy of opening cash balances, operating cash receipts and asset sale and other cash receipts and capital, operating and other expenditures on received an as received and as made basis. The Cash Forecast shall include separate forecasts on a consolidating and consolidated basis in a form reasonably acceptable to FTI Policano & Manzo, LLC. Schedules to the Cash Forecast shall include a specific schedule of anticipated payments to Affiliates of NRG Energy and a listing of payments of principal of and interest on the Debt of NRG Energy and its Subsidiaries due during such period (including the dates when due and any applicable grace periods and whether or not such payments are anticipated to be made) and of payments in respect of turbine orders by them due during such period (including whether or not such payments are anticipated to be made); (ii) a schedule of all material assets of NRG Energy and its Subsidiaries that are not subject to any material Liens and any recent material indications of the values executed copy thereof; (iii) a listing of all material agreements or instruments that prohibit or limit the ability of NRG Energy or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any o. Payment of the assets set forth assumption fee provided for in the previous clause (ii)Section 2 above; (iv) p. Buyer’s reimbursement to the extent not previously delivered pursuant to the Initial Collateral Call Extension Letter, a list, Lender of Lender’s costs and copies, of all tax sharing agreements and arrangements, Debt Instruments, Capital Expenditure Agreements, Lease Agreements or Other Material Agreements (or any agreements or documents relating thereto or entered into or delivered expenses incurred in connection therewith) to which NRG Energy with this Agreement and the transactions contemplated hereby, including, without limitation, title insurance costs, escrow and recording fees, attorneys’ fees, appraisal, engineers’ and inspection fees and documentation costs and charges, whether such services are furnished by Lender’s employees, agents or any of its Subsidiaries are a party which require (A) that NRG Energy or such Subsidiary post cash collateral, letters of credit or other similar credit support or make certain equity contributions as a result of a decline in the credit rating of NRG Energy or the occurrence of any other similar credit event orindependent contractors.

Conditions Precedent. This Second Collateral Call Extension Letter The Delivery Term shall become effective as not commence until Seller completes each of the date first above written when following conditions, proof of which shall be provided to Buyer at least forty-five (45) days in advance of the anticipated Commercial Operation Date: Seller has delivered to Buyer a completion certificate from a Licensed Professional Engineer substantially in the form of Exhibit H; An Interconnection Agreement between Seller and only when, on or before October 11, 2002, the following conditions PTO shall have been satisfied: executed and delivered and be in full force and effect and a copy of the Interconnection Agreement has been delivered to Buyer; A Participating Generator Agreement and a Meter Service Agreement between Seller and CAISO shall have been executed and delivered and be in full force and effect, and a copy of each such agreement has been delivered to Buyer; All required regulatory authorizations, approvals and permits for the operation of the Facility have been obtained (aor if not obtained, applied for and reasonably expected to be received within 90 days) NRG Energy and each all conditions thereof that are capable of its Subsidiaries indicated being satisfied on the signature pages hereto Commercial Operation Date have been satisfied and shall be in full force and effect; Seller has received CEC Precertification of the Facility (each such Person being referred and reasonably expects to herein as a "NRG PARTY"receive final CEC Certification and Verification for the Facility in no more than ninety (90) days from the Commercial Operation Date); Seller (with the reasonable cooperation and assistance of Buyer) shall have executed completed all applicable WREGIS registration requirements, including the completion and submittal of all applicable registration forms and supporting documentation, which may include applicable interconnection agreements, informational surveys related to the Facility, QRE service agreements, and other appropriate documentation required to effect Facility registration with WREGIS and to enable Renewable Energy Credit transfers related to the Facility within the WREGIS system; Seller has Site Control and provided proof to Buyer; Seller has delivered the Collateral Requirement to each of Buyer in accordance with Section 8.7; Insurance requirements for the Signing Agents a copy of Facility have been met, with evidence provided in writing to Buyer, in accordance with Section 17.1; Seller has paid Buyer for all amounts owing under this Second Collateral Call Extension Letter; (b) Each of the Signing Agents Agreement, if any, including Construction Start Delay Damages and Commercial Operation Delay Damages; and Seller shall have executed and delivered submitted to NRG Energy Buyer a copy of this Second Collateral Call Extension Letter on behalf of Lenders representing at least the Required Percentage under the relevant Primary Agreement required to consent to the Collateral Extension under the terms of such Primary Agreement, and Bane of America Securities Limited, as Killingholme Facility Agent, shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Killingholme Lenders representing at least the Required Percentage of the Killingholme Lenders under the terms of the Killingholme Facility AgreementSafety Plan. (c) NRG Energy shall have delivered to each of the Agents the following financial and other information (which shall in the cases of clauses (i), (ii), (iii), (iv), (v) and (vi) be accompanied by a certificate of the chief financial officer or treasurer of NRG Energy to substantially the effect contemplated by paragraph 3(h)): (i) a 13-week forecast of cash flow and expenditures for NRG Energy and its Subsidiaries for the period commencing with the week of September 2, 2002 (the "CASH FORECAST"), which shall reflect the reasonable estimates by NRG Energy of opening cash balances, operating cash receipts and asset sale and other cash receipts and capital, operating and other expenditures on an as received and as made basis. The Cash Forecast shall include separate forecasts on a consolidating and consolidated basis in a form reasonably acceptable to FTI Policano & Manzo, LLC. Schedules to the Cash Forecast shall include a specific schedule of anticipated payments to Affiliates of NRG Energy and a listing of payments of principal of and interest on the Debt of NRG Energy and its Subsidiaries due during such period (including the dates when due and any applicable grace periods and whether or not such payments are anticipated to be made) and of payments in respect of turbine orders by them due during such period (including whether or not such payments are anticipated to be made); (ii) a schedule of all material assets of NRG Energy and its Subsidiaries that are not subject to any material Liens and any recent material indications of the values thereof; (iii) a listing of all material agreements or instruments that prohibit or limit the ability of NRG Energy or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of the assets set forth in the previous clause (ii); (iv) to the extent not previously delivered pursuant to the Initial Collateral Call Extension Letter, a list, and copies, of all tax sharing agreements and arrangements, Debt Instruments, Capital Expenditure Agreements, Lease Agreements or Other Material Agreements (or any agreements or documents relating thereto or entered into or delivered in connection therewith) to which NRG Energy or any of its Subsidiaries are a party which require (A) that NRG Energy or such Subsidiary post cash collateral, letters of credit or other similar credit support or make certain equity contributions as a result of a decline in the credit rating of NRG Energy or the occurrence of any other similar credit event or

Conditions Precedent. This Second Collateral Call Extension Letter Notwithstanding any other provision of this Agreement, advances under the Working Capital Facility shall become effective as not be made until the fulfillment of each of the date first above written when and only when, on or before October 11, 2002, the following conditions shall have been satisfiedconditions: (a) NRG Energy and The Lender shall have received each of the following documents, all of which shall be satisfactory in form and substance to the Lender and its counsel: (1) certified copies of the certificate of incorporation, and by-laws of the Borrower and the Subsidiaries indicated as in effect on the signature pages hereto Effective Date; (2) certified copies of all corporate action, including stockholder approval, if necessary, taken by the Borrower and the Guarantors to authorize the execution, delivery and performance of this Agreement, the Note and the Security Documents, and a certificate of incumbency with respect to the officers of the Borrower and the Guarantors; (3) a certificate evidencing the good standing of the Borrower and the Subsidiaries in each jurisdiction in which the same is required, such Person being referred certificates to herein be dated no earlier than thirty (30) days prior to the Effective Date; (4) a signed opinion of Stok▇▇ & Bart▇▇▇▇▇▇▇, counsel for the Borrower, opining as a "NRG PARTY"to such matters in connection with this Agreement as the Lender may reasonably request, and such other opinions of other counsel as Lender or its counsel may reasonably request; (5) shall have Financing Statements, or amendments thereto, naming the Borrower and/or the Guarantors as debtor and the Lender as secured party duly executed and delivered by the Borrower and evidence satisfactory to the Lender as to the filing of such statements in each jurisdiction and each filing office where such filing may be necessary or appropriate to perfect the Security Interest; (6) to the extent deemed necessary by Lender, amendments to the Estancia Deed of Trust, the Grants Deed of Trust, and the Central Arizona Deed of Trust, reflecting the terms of this Agreement, together with an opinion of counsel acceptable to the Lender with respect to the validity, binding effect and enforceability of said Amended Real Property Deed of Trust; (7) a certified copy of the Signing Agents Borrower's casualty insurance policy or policies certifying that such insurance is in full force and effect and will not be terminated without ten (10) days advance written notice to the Lender, together with a copy loss payee endorsement on each such policy naming Lender as loss payee on such form as the Lender shall approve in advance; (8) a certificate of compliance by the Chief Executive Officer of the Borrower stating that, to the best of his knowledge and based on an examination sufficient to enable him to make an informed statement: (i) all of the representations and warranties made or deemed to be made under this Agreement are true and correct as of the Effective Date; (ii) no Default or Preceding Event exists; (9) all Schedules required pursuant to Section 5.1 hereof; and (10) such other certificates, documents and instruments as the Lender may reasonably request, including, without limitation, evidence reasonably satisfactory to the Lender that all of the conditions of this Second Collateral Call Extension Letter;Article 4 have been satisfied. (b) Each No Event of the Signing Agents Default shall have executed occurred and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Lenders representing at least the Required Percentage be continuing under the relevant Primary Agreement required to consent to the Collateral Extension under the terms of such Primary Agreement, and Bane of America Securities Limited, as Killingholme Facility Agent, shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Killingholme Lenders representing at least the Required Percentage of the Killingholme Lenders under the terms of the Killingholme Facility AgreementPrior Loan Documents. (c) NRG Energy This Agreement, the Note and the Security Documents shall have delivered been duly executed and delivered. (d) No action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any court, governmental agency or legislative body to each enjoin, restrain, or prohibit, or to obtain substantial damages in respect of, or which is related to or arises out of this Agreement or the consummation of the Agents the following financial and other information (which shall transactions contemplated hereby, or which, in the cases of clauses Lender's sole discretion, would make it inadvisable to consummate the transactions contemplated by this Agreement. (i)e) There shall have been no material adverse change in the financial condition, (ii), (iii), (iv), (v) and (vi) be accompanied by a certificate business operations or business affairs of the chief financial officer or treasurer of NRG Energy to substantially the effect contemplated by paragraph 3(h)): (i) a 13-week forecast of cash flow and expenditures for NRG Energy and its Subsidiaries for the period commencing with the week of September 2, 2002 (the "CASH FORECAST"), which shall reflect the reasonable estimates by NRG Energy of opening cash balances, operating cash receipts and asset sale and other cash receipts and capital, operating and other expenditures on an as received and as made basis. The Cash Forecast shall include separate forecasts on a consolidating and consolidated basis in a form reasonably acceptable to FTI Policano & Manzo, LLC. Schedules to the Cash Forecast shall include a specific schedule of anticipated payments to Affiliates of NRG Energy and a listing of payments of principal of and interest on the Debt of NRG Energy and its Subsidiaries due during such period (including the dates when due and any applicable grace periods and whether or not such payments are anticipated to be made) and of payments in respect of turbine orders by them due during such period (including whether or not such payments are anticipated to be made); (ii) a schedule of all material assets of NRG Energy and its Subsidiaries that are not subject to any material Liens and any recent material indications of the values thereof; (iii) a listing of all material agreements or instruments that prohibit or limit the ability of NRG Energy or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of the assets set forth in the previous clause (ii); (iv) to the extent not previously delivered pursuant to the Initial Collateral Call Extension Letter, a list, and copies, of all tax sharing agreements and arrangements, Debt Instruments, Capital Expenditure Agreements, Lease Agreements or Other Material Agreements (or any agreements or documents relating thereto or entered into or delivered in connection therewith) to which NRG Energy or any of its Subsidiaries are a party which require (A) that NRG Energy or such Subsidiary post cash collateral, letters of credit or other similar credit support or make certain equity contributions as a result of a decline in the credit rating of NRG Energy or the occurrence of any other similar credit event orBorrower.

Conditions Precedent. This Second Collateral Call Extension Letter 4.1 Initial conditions precedent The Borrower may not deliver a Utilization Request unless the Bank has received all the documents and other evidence listed below in form and substance as satisfactory to the Bank and all of the following circumstances and conditions are fully met: 1. A certified company registry extract, certificate of updated status (or similar document available under applicable foreign law) and signature specimen of the Borrower and the Owner dated not later than thirty (30) days prior to the date of this Credit Facility Agreement (original copies); 2. the signature specimen of the Borrower in the application form provided by the Bank; 3. duly executed original copies of the Finance Documents; 4. a certified copy of the land registry extract of the Real Properties indicating that (i) the Borrower is the exclusive owner of the Real Properties, (ii) the Real Properties are free and clear of any Encumbrance and third party rights other than the Permitted Encumbrances, and (iii) the mortgage title specified in point IV./2.2. of the Uncommitted Credit Line Agreement is registered as side note in the Hungarian land registry and the Bank’s Legal Adviser confirmed that there is no legal obstacle before the final registration of the mortgage title into the land registry; 5. The Security Documents which are required to be filed with the relevant registries have been so filed and the Collaterals created under said Security Documents have been duly registered save for the registration of the mortgages created under the real estate mortgage agreement (which is sufficient to be side-noted in the relevant land registry) specified in point IV./2.2. of the Uncommitted Credit Line Agreement; 6. The certification issued by NAV not older than 30 days indicating that the Borrower does not have any expired public revenue (or similar) indebtedness or the Borrower is enlisted in the registry of the tax payers without expired public revenue indebtedness managed in accordance with point 32 of § 178 of the Act No. XCII of 2003 on Taxation. The Borrower acknowledges that the NAV certification submitted to the Bank and to be attached to the drawdown notice to be filed to Eximbank under the Eximbank Facility Agreement shall become not be older than 60-day calculated from the submission of the drawdown notice to Eximbank. The Bank undertakes that in case the NAV certification does not comply with these requirements then it procures and submits a new certification from NAV without any delay upon the Bank’s request; 7. Certifications issued by the local municipality not older than 30-day verifying that the Borrower does not have any expired public revenue indebtedness towards the local municipality; 8. Legal opinion issued by the Bank’s Legal Advisor regarding the validity and enforceability of the Finance Documents and regarding the registration status of the Collaterals; 9. Copies of the Insurance policies, on which the Bank is indicated as beneficiary (except in respect of liability insurance policies); 10. Certification (e.g. effective as company registry) verifying that the Borrower does not have any bank account other than those approved by the Bank and enlisted in Schedule 2 hereto; 11. The Financial Report of the Borrower regarding the financial year of 2011 and the latest ledger and balance report of the Borrower; 12. The latest profit and loss account of the Borrower, which verifies the accounting of the export revenue of the Borrower; 13. The duly signed and effective original copies of the Eximbank Facility Agreement; 14. The duly signed statement of the Borrower providing that its annual export revenue is at least twice more than the amount of the Facility provided by Eximbank to the Bank under the Eximbank Facility Agreement; 15. The duly filled and signed anti-corruption declaration of the Borrower in the form and with the content determined in the Eximbank Facility Agreement and in Schedule 3 hereto; 16. The duly filled and signed environmental protection declaration of the Borrower in the form and with the content determined in the Eximbank Facility Agreement and in Schedule 4 hereto; 17. The duly filled and signed confidentiality declaration of the Borrower in the form and with the content determined in the Eximbank Facility Agreement and in Schedule 5 hereto; 18. The duly filled and signed declaration of the Borrower regarding the fulfillment of the purpose of the loan in the form and with the content determined in the Eximbank Facility Agreement and in Schedule 6 hereto; 19. The duly filled and signed money laundering declaration of the Borrower in the form and with the content determined in the Eximbank Facility Agreement and in Schedule 7 hereto; 20. The duly filled and signed declaration of the Borrower regarding representative of the Borrower in the form and with the content determined in the Eximbank Facility Agreement and in Schedule 8 hereto; 21. Certificate of origin issued by the relevant territorial body of the Hungarian ▇▇▇▇▇▇▇▇ of Commerce and Industry in respect of the subject matter of the Funded Export Transactions (the “Certificate of Hungarian Origin”) evidencing that the aggregate value of Funded Export Transactions is at least 50% of the amount of the Facility. In determining the origin, the provisions of the Interest Balancing Decree shall apply. The Borrower acknowledges that the Certificate of Hungarian Origin submitted to the Bank and to be attached to the utilization request in respect of the Eximbank Facility Agreement cannot be older than 60 days of the date first of the utilization request to be submitted to Eximbank by the Bank. The Borrower undertakes that if the Certificate of Hungarian Origin does not comply with the above written when requirements, it shall obtain it at its costs and only whendeliver it to the Bank without delay. 22. All the documents and information requested by the Bank and Eximbank in respect of the Borrower (including in particular the export contracts, on or before October 11export invoices, 2002, introduction of the following export revenues of the previous year etc.); 23. Eximbank has accepted the refinancing request submitted by the Bank to Eximbank under the Eximbank Facility Agreement and all conditions shall precedent relating to the refinancing as set out in the Eximbank Facility Agreement have been satisfied:.; and (a) NRG Energy 24. All the due financial fees and each of its Subsidiaries indicated on the signature pages hereto (each such Person being referred to herein as a "NRG PARTY") shall have executed and delivered to each of the Signing Agents a copy of this Second Collateral Call Extension Letter; (b) Each of the Signing Agents shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Lenders representing at least the Required Percentage under the relevant Primary Agreement required to consent to the Collateral Extension under the terms of such Primary Agreement, and Bane of America Securities Limited, as Killingholme Facility Agent, shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Killingholme Lenders representing at least the Required Percentage of the Killingholme Lenders under the terms of the Killingholme Facility Agreement. (c) NRG Energy shall have delivered to each of the Agents the following financial and other information (which shall costs specified in the cases of clauses (i), (ii), (iii), (iv), (v) and (vi) be accompanied by a certificate of the chief financial officer or treasurer of NRG Energy to substantially the effect contemplated by paragraph 3(h)): (i) a 13-week forecast of cash flow and expenditures for NRG Energy and its Subsidiaries for the period commencing with the week of September 2, 2002 (the "CASH FORECAST"), which shall reflect the reasonable estimates by NRG Energy of opening cash balances, operating cash receipts and asset sale and other cash receipts and capital, operating and other expenditures on an as received and as made basis. The Cash Forecast shall include separate forecasts on a consolidating and consolidated basis in a form reasonably acceptable to FTI Policano & Manzo, LLC. Schedules to the Cash Forecast shall include a specific schedule of anticipated payments to Affiliates of NRG Energy and a listing of payments of principal of and interest on the Debt of NRG Energy and its Subsidiaries due during such period Finance Documents have been duly paid (including in particular the dates when due legal and any applicable grace periods and whether or not such payments are anticipated to be made) and of payments in respect of turbine orders by them due during such period (including whether or not such payments are anticipated to be madenotarization costs); (ii) a schedule of all material assets of NRG Energy and its Subsidiaries that are not subject to any material Liens and any recent material indications of the values thereof; (iii) a listing of all material agreements or instruments that prohibit or limit the ability of NRG Energy or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of the assets set forth in the previous clause (ii); (iv) to the extent not previously delivered pursuant to the Initial Collateral Call Extension Letter, a list, and copies, of all tax sharing agreements and arrangements, Debt Instruments, Capital Expenditure Agreements, Lease Agreements or Other Material Agreements (or any agreements or documents relating thereto or entered into or delivered in connection therewith) to which NRG Energy or any of its Subsidiaries are a party which require (A) that NRG Energy or such Subsidiary post cash collateral, letters of credit or other similar credit support or make certain equity contributions as a result of a decline in the credit rating of NRG Energy or the occurrence of any other similar credit event or.

Conditions Precedent. This Second Collateral Call Extension Letter The WPCA has fully satisfied all of the following conditions precedent relating to the WPCA's obligations as of the Commencement Date: (1) a copy of all Legal Entitlements, if any, necessary for the Company to perform its obligations pursuant to the terms and provisions of this Service Agreement, excluding the NPDES Permit and approval of this Service Agreement by CTDEEP, provided, however, that the Company shall become provide certificates of good standing and a certificate of authority to do business in Connecticut on or before March 1, 2024; (2) a Guaranty executed by the Guarantor; (3) on or before March 1, 2024, the Operations Performance Bond, executed and delivered by the Operations Performance Bond Issuer, for the benefit of the WPCA, effective as of the date first above written when and only when, Commencement Date; (4) on or before October 11March 1, 20022024, the following conditions shall have been satisfied:copies of certificates of insurance, if any, required pursuant to Section 12.1 hereof; (a5) NRG Energy a certified copy of the resolutions of the boards of directors of the Company and the Guarantor, approving the execution and delivery of this Service Agreement and the Guaranty, respectively or certificate from the President of the Company that each of the Company and the Guarantor approved the execution and delivery of this Service Agreement and the Guaranty through their duly authorized review and signature authority policies and process; (6) certificates of incumbency for the officers of the Company and the Guarantor executing this Service Agreement and the Guaranty, respectively; (7) opinions of counsel to the effect that a. the Company and the Guarantor is duly authorized and existing under the laws of the jurisdiction of its Subsidiaries indicated on respective incorporation the signature pages hereto (each such Person being referred Company is qualified to herein as a "NRG PARTY") shall have do business in the State; b. the Service Agreement has been duly authorized, executed and delivered to each by the Company and constitutes the legally binding obligation of the Signing Agents a copy of this Second Collateral Call Extension LetterCompany enforceable against the Company in accordance with its terms; (b) Each of c. the Signing Agents shall have Guaranty has been duly authorized, executed and delivered to NRG Energy by the Guarantor and constitutes a copy of this Second Collateral Call Extension Letter on behalf of Lenders representing at least the Required Percentage under the relevant Primary Agreement required to consent to the Collateral Extension under the terms of such Primary Agreement, legally valid and Bane of America Securities Limited, as Killingholme Facility Agent, shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Killingholme Lenders representing at least the Required Percentage binding obligation of the Killingholme Lenders under Guarantor enforceable against the terms of the Killingholme Facility Agreement. (c) NRG Energy shall have delivered to each of the Agents the following financial and other information (which shall Guarantor in the cases of clauses (i), (ii), (iii), (iv), (v) and (vi) be accompanied by a certificate of the chief financial officer or treasurer of NRG Energy to substantially the effect contemplated by paragraph 3(h)): (i) a 13-week forecast of cash flow and expenditures for NRG Energy and accordance with its Subsidiaries for the period commencing with the week of September 2, 2002 (the "CASH FORECAST"), which shall reflect the reasonable estimates by NRG Energy of opening cash balances, operating cash receipts and asset sale and other cash receipts and capital, operating and other expenditures on an as received and as made basis. The Cash Forecast shall include separate forecasts on a consolidating and consolidated basis in a form reasonably acceptable to FTI Policano & Manzo, LLC. Schedules to the Cash Forecast shall include a specific schedule of anticipated payments to Affiliates of NRG Energy and a listing of payments of principal of and interest on the Debt of NRG Energy and its Subsidiaries due during such period (including the dates when due and any applicable grace periods and whether or not such payments are anticipated to be made) and of payments in respect of turbine orders by them due during such period (including whether or not such payments are anticipated to be made)terms; (ii) a schedule of d. the Company has obtained all material assets of NRG Energy and Legal Entitlements necessary to perform its Subsidiaries that are not subject to any material Liens and any recent material indications of the values thereof; (iii) a listing of all material agreements or instruments that prohibit or limit the ability of NRG Energy or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of the assets set forth in the previous clause (ii); (iv) to the extent not previously delivered obligations pursuant to the Initial Collateral Call Extension Letterterms and provisions of this Service Agreement; and e. to counsel's knowledge after due inquiry, a listthere is no litigation pending or threatened against the Company or the Guarantor preventing any of them from performing their respective obligations pursuant to the terms and provisions of this Service Agreement or the Guaranty; and (8) such other opinions, certificates, and copies, of all tax sharing agreements and arrangements, Debt Instruments, Capital Expenditure Agreements, Lease Agreements or Other Material Agreements (or any agreements or documents relating thereto or entered into or delivered documentation as the WPCA shall reasonably request in connection therewith) to which NRG Energy or any with the execution, performance and delivery of its Subsidiaries are a party which require (A) that NRG Energy or such Subsidiary post cash collateralthis Service Agreement, letters of credit or other similar credit support or make certain equity contributions as a result of a decline in the credit rating of NRG Energy or Guaranty and the occurrence of any other similar credit event ortransactions contemplated thereby.

Conditions Precedent. This Second Collateral Call Extension Letter shall become effective as Completion of the date first above written when and only when, on or before October 11, 2002, this Agreement is conditional upon the following conditions shall have been satisfiedbeing satisfied by a day agreed by the parties that is not later than 10 Business Days following the date of the Shareholders’ Meeting, or such other date as the parties may agree in writing: (a) NRG Energy and each there not having come to the attention of its Subsidiaries indicated on the signature pages hereto Placing Agent at any time prior to Completion (each such Person being i) any material breach of, or any event rendering untrue or incorrect in any material respect, any of the representations, warranties or undertakings referred to herein as a "NRG PARTY"in Clause 6.1 or (ii) shall have executed and delivered any breach of, or failure to each perform, any of the Signing Agents a copy other obligations of this Second Collateral Call Extension Letterthe Vendors which are required to be performed at or before Completion; (b) Each the Placing Agent completes on its own behalf, and procures from each of the Signing Agents shall have executed Placees, a purchaser’s letter in form and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Lenders representing at least substance as set out in Schedule 3 attached hereto and return the Required Percentage under the relevant Primary Agreement required to consent signed and dated purchaser’s letter to the Collateral Extension under Vendors prior to the terms of such Primary Agreement, and Bane of America Securities Limited, as Killingholme Facility Agent, shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Killingholme Lenders representing at least the Required Percentage of the Killingholme Lenders under the terms of the Killingholme Facility Agreement.Completion; (c) NRG Energy the Shares, including the Placing Sale Shares, shall continue to be listed on NASDAQ; (d) the Placing Agent shall have delivered provided a final Placees’ List to each Vendor no later than five (5) Business Days prior to the Completion of this Agreement specifying the number of Placing Sale Shares to be purchased by each Placee. A copy of the preliminary Placees’ List is attached hereto as Exhibit 1; (e) each Vendor shall separately provide a written certification on the Completion Date certifying that the Placing Sale Shares to be sold as set out in Schedule 4 of this Agreement are free and clear of all liens, charges and encumbrances, claims, options and third party rights and together with all rights attaching hereto as at the Completion Date, including the right to receive all dividends or other distributions declared, made or paid on the Placing Sale Shares at any time after the Completion Date; (f) execution of board resolutions of each of the Agents Vendors, approving the following financial entering into and performance of this Agreement, the sale of the Placing Sale Shares and the execution of all other information documents contemplated hereunder; (which g) execution of shareholders’ resolutions of each of the Vendors (except Beijing Holdings) approving the entering into and performance of this Agreement and the sale of the Placing Sale Shares; (h) the shareholders of the Issuer shall have approved all resolutions as set out in the cases Shareholders’ Circular including but not limited to the sale of clauses (i)Placing Sale Shares, (ii), (iii), (iv), (v) the sale of SPA Sale Shares and (vi) be accompanied by a certificate the issuance and subscription of the chief financial officer or treasurer of NRG Energy to substantially the effect contemplated by paragraph 3(h)):Subscription Securities; (i) a 13-week forecast the execution and completion of cash flow all necessary corporate and expenditures for NRG Energy legal documents by the relevant parties including specifically, the Transaction Documents (except the Subscription Agreement and its Subsidiaries for Registration Rights Agreement between the period commencing with Issuer and China Biotech). Each party hereby acknowledges and agrees that the week completion of September 2this Agreement and completion of the Share Sale and Purchase Agreement, 2002 the Subscription Agreements and the Registration Rights Agreements (except the "CASH FORECAST"), which Subscription Agreement and Registration Rights Agreement entered into between the Issuer and China Biotech) shall reflect the reasonable estimates by NRG Energy of opening cash balances, operating cash receipts and asset sale and other cash receipts and capital, operating and other expenditures on an as received and as made basis. The Cash Forecast shall include separate forecasts on a consolidating and consolidated basis in a form reasonably acceptable to FTI Policano & Manzo, LLC. Schedules to the Cash Forecast shall include a specific schedule of anticipated payments to Affiliates of NRG Energy and a listing of payments of principal of and interest on the Debt of NRG Energy and its Subsidiaries due during such period (including the dates when due and any applicable grace periods and whether or not such payments are anticipated to be made) and of payments in respect of turbine orders by them due during such period (including whether or not such payments are anticipated to be made)occur simultaneously; (iij) the Issuer shall have filed a schedule of all material assets of NRG Energy supplemental listing application and its Subsidiaries that are not subject to any material Liens and any recent material indications obtained the necessary approval from NASDAQ for the listing of the values thereofSubscription Shares and Warrant Shares that would be currently issuable upon exercise of the Warrants; (iiik) a listing of all material agreements or instruments that prohibit or limit the ability of NRG Energy or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any Vendors shall have entered into the Escrow Agreement and appointed the Escrow Agent in connection with the sale and purchase of the assets set forth in Placing Sale Shares and the previous clause (ii)SPA Sale Shares; (ivl) the Placing Agent shall have produced a written confirmation for the benefit of the Vendors evidencing that each Placee has deposited with the Placing Agent sufficient cash in the same amount to be paid by such Placee for the purchase of the relevant number of Placing Sale Shares as set out in the respective purchaser’s letter no later than five (5) Business Days prior to the extent not previously delivered pursuant Completion Date; (m) seven (7) Business Days prior to the Initial Collateral Call Extension LetterCompletion of the Agreement, a listeach Vendor shall prepare or cause the Share Transfer Agent to prepare new share certificates representing its respective holding of the Placing Sale Shares bearing the appropriate Securities Act legend, and copies, duly executed in favor of all tax sharing agreements and arrangements, Debt Instruments, Capital Expenditure Agreements, Lease Agreements or Other Material Agreements (or any agreements or documents relating thereto or entered into or delivered in connection therewith) to which NRG Energy or any of its Subsidiaries are a party which require (A) that NRG Energy or such Subsidiary post cash collateral, letters of credit or other similar credit support or make certain equity contributions as a result of a decline the Placees identified in the credit rating of NRG Energy or Placees’ List in amounts as specified therein; (n) the occurrence of any other similar credit event ornewly issued share certificates representing the Placing Sale Shares shall be delivered by the Share Transfer Agent and received by the Vendors one (1) Business Day before the Completion Date.

Conditions Precedent. This Second Collateral Call Extension Letter Amendment shall become effective as on the date (the “Effective Date”), not later than May 31, 2014, on which all of the date first above written when and only when, on or before October 11, 2002, the following conditions shall set forth below have been satisfied:fulfilled. (a) NRG Energy and each of its Subsidiaries indicated on the signature pages hereto (each such Person being referred to herein as a "NRG PARTY") The Administrative Agent shall have executed and delivered to each received all of the Signing Agents a copy of this Second Collateral Call Extension Letter; following, each dated the Effective Date (b) Each of the Signing Agents shall have executed unless otherwise specified below), in form and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Lenders representing at least the Required Percentage under the relevant Primary Agreement required to consent substance satisfactory to the Collateral Extension under the terms of such Primary Agreement, Administrative Agent and Bane of America Securities Limited, as Killingholme Facility Agent, shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Killingholme Lenders representing at least the Required Percentage of the Killingholme Lenders under the terms of the Killingholme Facility Agreement. (c) NRG Energy shall have delivered to each of the Agents the following financial and other information (which shall in the cases number of clauses (i), (ii), (iii), (iv), (v) and (vi) be accompanied by a certificate of the chief financial officer or treasurer of NRG Energy to substantially the effect contemplated by paragraph 3(h)):originals requested thereby: (i) a 13-week forecast of cash flow this Amendment, duly executed by the Borrower, the Lenders and expenditures for NRG Energy and its Subsidiaries for the period commencing with the week of September 2, 2002 (the "CASH FORECAST"), which shall reflect the reasonable estimates by NRG Energy of opening cash balances, operating cash receipts and asset sale and other cash receipts and capital, operating and other expenditures on an as received and as made basis. The Cash Forecast shall include separate forecasts on a consolidating and consolidated basis in a form reasonably acceptable to FTI Policano & Manzo, LLC. Schedules to the Cash Forecast shall include a specific schedule of anticipated payments to Affiliates of NRG Energy and a listing of payments of principal of and interest on the Debt of NRG Energy and its Subsidiaries due during such period (including the dates when due and any applicable grace periods and whether or not such payments are anticipated to be made) and of payments in respect of turbine orders by them due during such period (including whether or not such payments are anticipated to be made)Issuing Banks; (ii) a schedule of all material assets of NRG Energy and its Subsidiaries that are not subject to any material Liens and any recent material indications new First Mortgage Bond in substitution for the First Mortgage Bond dated February 11, 2011, referencing (among other things) the extension of the values thereofExpiration Date effected pursuant to Section 1(b) of this Amendment (the “New First Mortgage Bond”), together with the related Supplemental Indenture (the “New Supplemental Indenture”) and the related bond delivery agreement (the “New Bond Delivery Agreement”), in each case duly executed and delivered by all of the parties thereto, together with a copy of the bond application (including all attachments thereto) relating to the New First Mortgage Bond; (iii) a listing of all material agreements or instruments that prohibit or limit the ability of NRG Energy or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any copy of the assets set forth in First Mortgage, certified by a Financial Officer of the previous clause (ii)Borrower; (iv) a copy of title insurance policy number ▇▇▇ ▇▇▇▇▇-▇▇▇ issued by First American Title Insurance Company, together with all endorsements thereto through the Effective Date (collectively the “Title Policy”), including an endorsement dated a recent date confirming that the Title Policy (A) insures the Lien of the First Mortgage (including as modified by the New Supplemental Indenture) securing the New First Mortgage Bond, in each case with the Expiration Date extended to the extent not previously delivered pursuant date provided in Section 1(b) hereof, (B) insures the trustee under the First Mortgage as the insured party and (C) insures the Borrower’s title to the Initial Collateral Call Extension Letter, a listreal property subject to the Lien of the First Mortgage, and copiesthe validity and first priority of the Lien of the First Mortgage (subject to Liens permitted to exist by the terms of the First Mortgage), in an amount not less than $785,000,000, certified by a Financial Officer of all tax sharing agreements the Borrower; (v) opinions of ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, Idaho counsel to the Borrower, and arrangements▇▇▇▇▇▇▇ ▇▇▇▇▇ PLLP, Debt Instruments, Capital Expenditure Agreements, Lease Agreements or Other Material Agreements Montana counsel to the Borrower (or any agreements such other firm or documents firms as approved by the Administrative Agent), each addressed to the Administrative Agent, the Lenders and the Issuing Banks (or, in the case of the latter two opinions, addressed to ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP), with respect to such matters relating thereto to (A) the Borrower, (B) this Amendment, the New First Mortgage Bond, the New Supplemental Indenture and the New Bond Delivery Agreement (the “Amendment Documents”) and (C) the Loan Documents, as modified or entered into or delivered in connection therewith) to which NRG Energy replaced by the Amendment Documents, as the Administrative Agent or any Lender or Issuing Bank may reasonably request (the Borrower hereby instructing each such counsel to deliver its opinion to the Administrative Agent); (vi) evidence that the Borrower has obtained all consents and approvals of, and has made all filings and registrations with, any Governmental Authority required in order to consummate the Transactions (as defined in Section 3(b) hereof), in each case without the imposition of its Subsidiaries are any condition that, in the judgment of the Administrative Agent, could adversely affect the rights or interests of the Lenders, the Issuing Banks or the Administrative Agent under any of the Amendment Documents or the Loan Documents as modified or replaced thereby; (vii) a party which require copy of the articles of incorporation of the Borrower (as most recently amended and restated), including all amendments thereto, certified as of a recent date by the Secretary of State of the State of Washington; (viii) certificates, each dated as of a recent date, from the appropriate Governmental Authorities of the States of Washington, Idaho, Montana and Oregon as to the good standing of the Borrower to do business in those states; (ix) a certificate of the Secretary or Assistant Secretary of the Borrower certifying (A) that NRG Energy attached thereto is a true and complete copy of the restated articles of incorporation and the bylaws of the Borrower as in effect on the Effective Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors of the Borrower authorizing the Transactions and that such resolutions have not been modified, rescinded or such Subsidiary post cash collateralamended and are in full force and effect, letters (C) that the articles of credit incorporation of the Borrower have not been amended since the date of the last amendment thereto shown on the certification with respect thereto furnished pursuant to clause (vii) above and (D) as to the incumbency and specimen signature of each officer executing any Amendment Document or any other similar credit support document delivered in connection therewith on behalf of the Borrower; (x) a certificate of another officer of the Borrower as to the incumbency and specimen signature of the Secretary or make certain equity contributions as Assistant Secretary executing the certificate provided pursuant to clause (ix) above; (xi) a result certificate of a decline Financial Officer of the Borrower certifying that the representations and warranties set forth in Sections 3(f) and (g) of this Amendment are true and correct; and (xii) such other documents as the credit rating Administrative Agent or any Lender, or legal counsel to any of NRG Energy them, may reasonably request. (b) All fees payable by the Borrower to the Administrative Agent, the “Co-Lead Arrangers” identified on the cover page of the Credit Agreement, the Issuing Banks, the Lenders or any of their respective Affiliates on or prior to the occurrence Effective Date with respect to this Amendment, and all amounts payable by the Borrower pursuant to Section 10.05 of any other similar credit event orthe Credit Agreement for which invoices have been delivered to the Borrower on or prior to the Effective Date, shall have been paid in full or arrangements satisfactory to the Administrative Agent shall have been made to cause them to be paid in full. (c) All legal matters incident to the Amendment Documents, the Loan Documents as modified or replaced thereby and the Transactions shall be reasonably satisfactory to the Administrative Agent, the Lenders, the Issuing Banks and their respective legal counsel.

Conditions Precedent. This Second Collateral Call Extension Letter shall become effective as The Closing of the date first above written when sale and only whenpurchase of the Business Quota pursuant to this Agreement is conditional upon: 4.1.1 the obtaining of necessary clearance and approval of the concentration stipulated in this Agreement under the Hungarian Competition Act by the Hungarian Competition Office, without imposing any terms which the Purchaser determines, in its sole discretion, to amount to an unacceptable limitation or requirement on or before October 11, 2002the Company, the following conditions shall Purchaser and/or the Purchaser’s Affliliates; 4.1.2 the Seller delivering evidence to the reasonable satisfaction of the Purchaser that all necessary waivers and consents have been satisfied:obtained in respect of any and all rights of pre-emption over the Business Quota; (a) NRG Energy and each of its Subsidiaries indicated on the signature pages hereto (each such Person being referred to herein as a "NRG PARTY") shall have executed and delivered to 4.1.3 each of the Signing Agents a copy of this Second Collateral Call Extension LetterSeller’s Warranties being true and correct in all material respects as at the Closing Date; 4.1.4 the Seller having performed and complied with its covenants in Clause 5 in all material respects up to and including the Closing Date; 4.1.5 since the Accounts Date, there not having occurred any change or circumstance that has resulted or would be reasonably likely to result in any Material Adverse Change; 4.1.6 termination of all contracts between any member of the Seller’s Group (bother than the Company) and the Company, except for the Transcom Agreement and those contracts the survival of which is expressly provided for pursuant to the Trademark Licence Agreement, the Framework Migration Agreement, the Framework Service Agreement or the Transcom Agreement (including, for the avoidance of doubt, the Trademark Licence Agreement, the Framework Migration Agreement and the Framework Service Agreement); 4.1.7 either (i) the Purchaser having given appropriate guarantees to Calyon Bank in order for Calyon Bank’s Hungarian affiliate to maintain the bank guarantees issued in order to secure the obligations of the Company to pay interconnect fees or (ii) the Purchaser having replaced the existing bank guarantees issued by Calyon Bank’s Hungarian affiliate for the obligations of the Company to pay interconnect fees with appropriate bank guarantees, in each case such that the Guarantee is released as at Closing; 4.1.8 there being no injunction, restraining order or decree of any nature of any court or Governmental Authority of competent jurisdiction that is in effect that restrains or prohibits the consummation of the transactions contemplated hereby; provided, however, that the party invoking this condition shall use its best efforts to have such injunction, order or decree vacated or denied; 4.1.9 the successful outcome of the Billing Accuracy and Feasibility Test (such that the criteria set out in clause 1.4 of Annex I are met) to the reasonable satisfaction of the Purchaser; and 4.1.10 Each of Tele2 Sverige AB, the Signing Agents shall have Company and the Purchaser having validly executed the Framework Service Agreement and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Lenders representing at least the Required Percentage under the relevant Primary Agreement required to consent to the Collateral Extension under the terms of such Primary Framework Migration Agreement, and Bane of America Securities Limited, as Killingholme Facility Agent, shall have Tele2 Sverige AB and the Company having validly executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Killingholme Lenders representing at least the Required Percentage of the Killingholme Lenders under the terms of the Killingholme Facility Trademark Licence Agreement. (c) NRG Energy shall have delivered to each of the Agents the following financial and other information (which shall in the cases of clauses (i), (ii), (iii), (iv), (v) and (vi) be accompanied by a certificate of the chief financial officer or treasurer of NRG Energy to substantially the effect contemplated by paragraph 3(h)): (i) a 13-week forecast of cash flow and expenditures for NRG Energy and its Subsidiaries for the period commencing with the week of September 2, 2002 (the "CASH FORECAST"), which shall reflect the reasonable estimates by NRG Energy of opening cash balances, operating cash receipts and asset sale and other cash receipts and capital, operating and other expenditures on an as received and as made basis. The Cash Forecast shall include separate forecasts on a consolidating and consolidated basis in a form reasonably acceptable to FTI Policano & Manzo, LLC. Schedules to the Cash Forecast shall include a specific schedule of anticipated payments to Affiliates of NRG Energy and a listing of payments of principal of and interest on the Debt of NRG Energy and its Subsidiaries due during such period (including the dates when due and any applicable grace periods and whether or not such payments are anticipated to be made) and of payments in respect of turbine orders by them due during such period (including whether or not such payments are anticipated to be made); (ii) a schedule of all material assets of NRG Energy and its Subsidiaries that are not subject to any material Liens and any recent material indications of the values thereof; (iii) a listing of all material agreements or instruments that prohibit or limit the ability of NRG Energy or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of the assets set forth in the previous clause (ii); (iv) to the extent not previously delivered pursuant to the Initial Collateral Call Extension Letter, a list, and copies, of all tax sharing agreements and arrangements, Debt Instruments, Capital Expenditure Agreements, Lease Agreements or Other Material Agreements (or any agreements or documents relating thereto or entered into or delivered in connection therewith) to which NRG Energy or any of its Subsidiaries are a party which require (A) that NRG Energy or such Subsidiary post cash collateral, letters of credit or other similar credit support or make certain equity contributions as a result of a decline in the credit rating of NRG Energy or the occurrence of any other similar credit event or

Conditions Precedent. This Second Collateral Call Extension Letter shall become effective as Section 4.01. Conditions to the Initial Purchase Date or Initial Contribution Date. On or prior to the earlier of the date first above written when initial Purchase Date and only whenthe initial Contribution Date, on or before October 11, 2002, Edison shall deliver to the Buyer the following conditions documents and instruments, all of which shall have been satisfiedbe in form and substance acceptable to the Buyer: (a) NRG Energy and each of its Subsidiaries indicated on the signature pages hereto (each such Person being referred to herein as a "NRG PARTY") shall have executed and delivered to each A copy of the Signing Agents a copy resolutions of the Board of Directors of Edison certified as of the date hereof by Edison's secretary or an assistant secretary authorizing the execution, delivery and performance of this Second Collateral Call Extension LetterAgreement and approving the transactions contemplated hereby; (b) Each The articles of incorporation of Edison certified as of a date reasonably near the Signing Agents shall have executed and delivered to NRG Energy a copy date hereof by the Secretary of this Second Collateral Call Extension Letter on behalf of Lenders representing at least the Required Percentage under the relevant Primary Agreement required to consent to the Collateral Extension under the terms State or other similar official of such Primary Agreement, and Bane jurisdiction of America Securities Limited, as Killingholme Facility Agent, shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Killingholme Lenders representing at least the Required Percentage of the Killingholme Lenders under the terms of the Killingholme Facility Agreement.incorporation; (c) NRG Energy shall have delivered to each A good standing certificate for Edison issued by the Secretary of State or other similar official of the Agents State of Delaware and a certificate of qualification as a foreign corporation issued by the following financial Secretary of State of New York, each such certificate to be dated a date reasonably near the date hereof; (d) A certificate of the secretary of Edison dated the earlier of the initial Purchase Date and the initial Contribution Date certifying (i) the names and signatures of the officers authorized on Edison's behalf to execute, and the officers and other information employees authorized to perform, this Agreement, if applicable, and any other documents to be delivered by Edison hereunder (on which certificate the Buyer and the Initial Lender may conclusively rely until such time as the Buyer and the Initial Lender shall in receive from Edison a revised certificate meeting the cases requirements of clauses this clause (id)(i), (ii), (iii), (iv), (v) and (viii) be accompanied by a certificate copy of the chief financial officer or treasurer of NRG Energy to substantially the effect contemplated by paragraph 3(h)):Edison's By-laws; (i) a 13Proper financing statements (Form UCC-week forecast l) naming Edison as the debtor of cash flow and expenditures for NRG Energy and its Subsidiaries for the period commencing with Receivables, the week of September 2, 2002 (Initial Lender as the "CASH FORECASTsecured party" and the Buyer as ")assignor secured party" or other similar instruments or documents as may be necessary or, which shall reflect in the reasonable estimates opinion of the Buyer, desirable under the UCC of all appropriate jurisdictions to evidence or perfect the Buyer's ownership interests in all Receivables, and (ii) proper financing statements (Form UCC-3) necessary under the laws of all appropriate jurisdictions necessary to release all security interests or other rights of any Person in the Receivables or the Contracts previously granted by NRG Energy of opening cash balances, operating cash receipts and asset sale and other cash receipts and capital, operating and other expenditures on an as received and as made basis. The Cash Forecast shall include separate forecasts on a consolidating and consolidated basis in a form reasonably acceptable to FTI Policano & Manzo, LLC. Schedules to the Cash Forecast shall include a specific schedule of anticipated payments to Affiliates of NRG Energy and a listing of payments of principal of and interest on the Debt of NRG Energy and its Subsidiaries due during such period (including the dates when due and any applicable grace periods and whether or not such payments are anticipated to be made) and of payments in respect of turbine orders by them due during such period (including whether or not such payments are anticipated to be made)Edison; (iif) Certified copies of requests for information or copies (Form UCC-11) (or a schedule of all material assets of NRG Energy and its Subsidiaries that are not subject similar search report certified by parties acceptable to any material Liens and any recent material indications the Buyer) dated a date reasonably near the earlier of the values thereof; initial Purchase Date and the initial Contribution Date listing all effective financing statements which name Edison as debtor (iii) a listing of all material agreements or instruments that prohibit or limit the ability of NRG Energy under its current name or any previous name) and which are filed in jurisdictions in which the filings were made pursuant to item (e) above, together with copies of its Subsidiaries to create, incur, assume such financing statements (none of which shall cover any Receivables or suffer to exist any Lien upon any of the assets set forth in the previous clause (iiContracts); (iv) to the extent not previously delivered pursuant to the Initial Collateral Call Extension Letter, a list, and copies, of all tax sharing agreements and arrangements, Debt Instruments, Capital Expenditure Agreements, Lease Agreements or Other Material Agreements (or any agreements or documents relating thereto or entered into or delivered in connection therewith) to which NRG Energy or any of its Subsidiaries are a party which require (A) that NRG Energy or such Subsidiary post cash collateral, letters of credit or other similar credit support or make certain equity contributions as a result of a decline in the credit rating of NRG Energy or the occurrence of any other similar credit event or

Conditions Precedent. This Second Collateral Call Extension Letter Agreement, and the amendments, consent, assignment, and assumption contemplated hereby, shall become effective as upon satisfaction of the date first above written when and only when, on or before October 11, 2002, the following conditions shall have been satisfiedconditions: (a) NRG Energy and each of its Subsidiaries indicated on the signature pages hereto (each such Person being referred to herein as a "NRG PARTY") shall have executed and delivered to each of the Signing Agents a copy Lender’s receipt of this Second Collateral Call Extension LetterAgreement executed by all parties hereto; (b) Each Lender’s receipt of a Third Party Security Agreement, in form and content acceptable to Lender, in which Original Borrower grants a security interests in the Signing Agents shall have assets described therein to secure the Indebtedness, fully executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Lenders representing at least by the Required Percentage under the relevant Primary Agreement required to consent to the Collateral Extension under the terms of such Primary Agreement, and Bane of America Securities Limited, as Killingholme Facility Agent, shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Killingholme Lenders representing at least the Required Percentage of the Killingholme Lenders under the terms of the Killingholme Facility Agreement.Original Borrower; (c) NRG Energy shall have delivered The Lender’s receipt of a Continuing Guaranty, in form and content acceptable to each Lender, which provides for the ongoing, continuing and unlimited guaranty by Original Borrower of all of the Agents Indebtedness, fully executed and delivered by Original Borrower; (d) The Lender’s receipt of an Assumption and Amendment of Assignment of Membership Interests and Stock Pledge Agreement, in form and content acceptable to Lender, which provides for the following financial and other information (which shall grant of a perfected first priority security interest in Company’s stock interests in the cases Original Borrower, and the Company’s grant of clauses a perfected first priority security interest in the stock or membership interests of Midwest Grain Pipeline, Inc. (isubsequently to be known as MGPI Pipeline, Inc.), Illinois Corn Processing, LLC, and MGPI of Indiana, LLC, as applicable, upon such entities distribution from Original Borrower to Company pursuant to the Restructure, fully executed and delivered by Original Borrower (ii)e) Filing of Uniform Commercial Code Financing Statements and Amendments, identifying the Company as the debtor, in the appropriate records; (iii)f) Filing of Uniform Commercial Code Financing Statement Amendment to amend the Original Borrower’s name in connection with the Restructure; (g) Receipt of Modifications to the Mortgages to reflect the Restructure; (h) Lender’s receipt of certified entity documentation related to the Company, (iv)including but not limited to certified articles of organization, (v) bylaws and (vi) be accompanied by a certificate of the chief financial officer or treasurer of NRG Energy to substantially the effect contemplated by paragraph 3(h)):good standing; (i) Lender’s receipt and approval of a 13-week forecast certified resolution of cash flow the Original Borrower and expenditures for NRG Energy Company, with such incumbency certificates as it shall require, establishing the approval of this Agreement by Company, the authority of the parties executing such Agreement, and its Subsidiaries for the period commencing with the week of September 2, 2002 (the "CASH FORECAST"), which such other matters as Lender shall reflect the reasonable estimates by NRG Energy of opening cash balances, operating cash receipts and asset sale and other cash receipts and capital, operating and other expenditures on an as received and as made basis. The Cash Forecast shall include separate forecasts on a consolidating and consolidated basis in a form reasonably acceptable to FTI Policano & Manzo, LLC. Schedules to the Cash Forecast shall include a specific schedule of anticipated payments to Affiliates of NRG Energy and a listing of payments of principal of and interest on the Debt of NRG Energy and its Subsidiaries due during such period (including the dates when due and any applicable grace periods and whether or not such payments are anticipated to be made) and of payments in respect of turbine orders by them due during such period (including whether or not such payments are anticipated to be made)require; (iij) a schedule of all material assets of NRG Energy and its Subsidiaries that are not subject to any material Liens and any recent material indications Lender’s receipt of the values thereofCompany’s Federal Identification Number; (iiik) a listing Payment of all material agreements or instruments that prohibit or limit fees and expenses of Lender associated with the ability of NRG Energy or any of its Subsidiaries to createtransactions contemplated by this Agreement, incur, assume or suffer to exist any Lien upon any of the assets set forth in the previous clause (ii);including reasonable attorneys fees; and (ivl) to the extent not previously delivered pursuant to the Initial Collateral Call Extension LetterAny other certificates, a listdocuments, and copies, of all tax sharing agreements and arrangements, Debt Instruments, Capital Expenditure Agreements, Lease Agreements or Other Material Agreements (or any agreements or documents relating thereto or entered into or delivered other information reasonably requested by Lender in connection therewith) to which NRG Energy or any of its Subsidiaries are a party which require (A) that NRG Energy or such Subsidiary post cash collateralherewith, letters of credit or other similar credit support or make certain equity contributions as a result of a decline in including, but not limited to, filings and documents evidencing the credit rating of NRG Energy or the occurrence of any other similar credit event orRestructure.

Conditions Precedent. This Second Collateral Call Extension Letter shall become effective as 4.1 The grant of the date first above written when and only when, on or before October 11, 2002, the following conditions shall have been satisfied: (a) NRG Energy and each of its Subsidiaries indicated Lease is conditional on the signature pages hereto Conditions Precedent being wholly fulfilled 4.2 The parties will apply for and use all reasonable endeavours to procure that the Conditions Precedent are wholly fulfilled PROVIDED THAT the Landlord will not be obliged to institute court proceedings against the Superior Lessor in respect of any consent needed from the Superior Lessor unless the Landlord (each in its absolute discretion) considers such Person being referred proceedings appropriate 4.3 Without prejudice to herein clause 4.2 the Tenant will give all reasonable assistance and provide such references and accounts and information as a "NRG PARTY") shall have executed and delivered may be reasonably required by the Superior Lessor 4.4 If so required by the Landlord and/or the Superior Lessor the Tenant will:- 4.4.1 execute the Licence to each of Underlet 4.4.2 comply with all requirements which the Signing Agents a copy of this Second Collateral Call Extension Letter; (b) Each of the Signing Agents shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Lenders representing at least the Required Percentage under the relevant Primary Agreement required to consent to the Collateral Extension under the terms of such Primary Agreement, and Bane of America Securities Limited, as Killingholme Facility Agent, shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Killingholme Lenders representing at least the Required Percentage of the Killingholme Lenders under Superior Lessor is entitled by the terms of the Killingholme Facility Agreement. (c) NRG Energy shall have delivered Superior Lease to each impose on a prospective undertenant of the Agents the following financial and other information (which shall in the cases of clauses (i), (ii), (iii), (iv), (v) and (vi) be accompanied by a certificate of the chief financial officer or treasurer of NRG Energy to substantially the effect contemplated by paragraph 3(h)): (i) a 13-week forecast of cash flow and expenditures for NRG Energy and its Subsidiaries for the period commencing with the week of September 2, 2002 (the "CASH FORECAST"), which shall reflect the reasonable estimates by NRG Energy of opening cash balances, operating cash receipts and asset sale and other cash receipts and capital, operating and other expenditures on an as received and as made basis. The Cash Forecast shall include separate forecasts on a consolidating and consolidated basis in a form reasonably acceptable to FTI Policano & Manzo, LLC. Schedules to the Cash Forecast shall include a specific schedule of anticipated payments to Affiliates of NRG Energy and a listing of payments of principal of and interest on the Debt of NRG Energy and its Subsidiaries due during such period (including the dates when due and any applicable grace periods and whether or not such payments are anticipated to be made) and of payments in respect of turbine orders by them due during such period (including whether or not such payments are anticipated to be made); (ii) a schedule of all material assets of NRG Energy and its Subsidiaries that are not subject to any material Liens and any recent material indications of the values thereof; (iii) a listing of all material agreements or instruments that prohibit or limit the ability of NRG Energy or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of the assets set forth in the previous clause (ii); (iv) to the extent not previously delivered pursuant to the Initial Collateral Call Extension Letter, a list, and copies, of all tax sharing agreements and arrangements, Debt Instruments, Capital Expenditure Agreements, Lease Agreements or Other Material Agreements Premises (or any agreements surety for such undertenant) as a condition of the Superior Lessor’s granting consent to any underletting 4.4.3 provide such security (whether by way of rental deposit bank guarantee or documents relating thereto otherwise) as the Superior Lessor may require in accordance with the terms of the Superior Lease 4.5 Any obligation undertaken by the Tenant to execute the Licence to Underlet or entered into other deed containing a covenant with the Superior Lessor includes an obligation to ensure that there is no delay in the approval of a draft of such deed 4.6 The Landlord will vacate the Premises on or delivered in connection therewith) to which NRG Energy or any of its Subsidiaries are a party which require before 24 July 2008 and the parties will as soon as practicable thereafter procure that ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (A) that NRG Energy or such Subsidiary post cash collateral, letters alternative surveyor as shall be agreed between the parties or in default of credit or other similar credit support or make certain equity contributions agreement shall be nominated on the application of the President for the time being of the Royal Institution of Chartered Surveyors) shall as a result soon as possible prepare an accurate Photographic Schedule of a decline the Condition of the interior of the building on the Premises which shall be the Schedule of Condition to be annexed to the Lease and referred to in paragraph 11 of Schedule 2 to the credit rating Lease 4.7 The costs of NRG Energy or preparation of the occurrence Photographic Schedule of any other similar credit event orCondition referred to in clause 4.6 shall be borne by the parties in equal shares

Conditions Precedent. This Second Collateral Call Extension Letter Agreement shall become be effective as of only upon the date first above satisfaction by the Borrower of, or written when and only when, on or before October 11, 2002waiver by the Credit Agent in its sole discretion of, the following conditions shall and any other conditions set forth in this Agreement, by no later than 2:00 p.m. (Boston, Massachusetts time) on the date of this Agreement (with the time and date, if at all, on which such conditions have been satisfiedsatisfied or waived in writing being referred to herein as, the “Effective Date”), failing which this Agreement shall be null and void at the option of the Credit Agent: (a) NRG Energy and each of its Subsidiaries indicated on the signature pages hereto (each such Person being referred to herein as a "NRG PARTY") The Borrower shall have delivered to the Credit Agent the following: (i) This Agreement, duly executed and delivered by the parties hereto. (ii) The Temporary Commitment Increase Note, duly executed and delivered to each the Lender by the Borrower. (iii) A fee letter of even date herewith (the “Fee Letter”) setting forth certain fees to be paid by the Borrower and defining the Applicable Margin, duly executed by the Borrower. (iv) A certificate of the Signing Agents secretary of the Borrower as to (A) the Borrower’s organizational documents (or that there have been no changes to them since November 3, 2014), (B) all necessary consents, approvals, resolutions and the like with respect to the authorization of the Borrower to enter into, execute and deliver, and perform its obligations under the Temporary Commitment Increase Documents, and (C) the incumbency and authority of the individual executing the Temporary Commitment Increase Documents in the name of and on behalf of the Borrower. (v) A certificate of legal existence and good standing with respect to the Borrower issued by the Secretary of State of Delaware dated as of a copy date which is not more that than thirty (30) days prior to the Effective Date. (vi) An opinion of this Second Collateral Call Extension Letter;counsel to the Borrower in form and substance satisfactory to the Credit Agent. (vii) Such other documents as the Credit Agent or any Lender reasonably may require, duly executed and delivered. (b) Each of the Signing Agents The Credit Agent shall have executed reviewed and delivered approved the ▇▇▇▇▇▇▇ Mac Commitment Documents. The outside mandatory purchase date for the last Specified Portfolio Mortgage Loan to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Lenders representing at least the Required Percentage under the relevant Primary Agreement required to consent be purchased by ▇▇▇▇▇▇▇ Mac pursuant to the Collateral Extension under ▇▇▇▇▇▇▇ Mac Commitment Documents shall be no later than the terms of such Primary Agreement, and Bane of America Securities Limited, as Killingholme Facility Agent, shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Killingholme Lenders representing at least the Required Percentage of the Killingholme Lenders under the terms of the Killingholme Facility AgreementTemporary Commitment Increase Maturity Date. (c) NRG Energy All actions on the part of the Borrower necessary for the valid execution, delivery and performance by the Borrower of the Temporary Commitment Increase Documents shall have delivered to each been duly and effectively taken. (d) No Default or Event of Default shall have occurred and be continuing. (e) The representations and warranties of the Agents the following financial and Borrower contained in this Agreement or in any other information (which shall in the cases of clauses (i), (ii), (iii), (iv), (v) and (vi) be accompanied by a certificate of the chief financial officer or treasurer of NRG Energy to substantially the effect contemplated by paragraph 3(h)): Temporary Commitment Increase Document (i) a 13-week forecast of cash flow shall have been true and expenditures correct in all material respects on the date that such representations and warranties were made (except for NRG Energy and its Subsidiaries for the period commencing with the week of September 2, 2002 (the "CASH FORECAST")those which expressly relate to an earlier date, which shall reflect the reasonable estimates by NRG Energy be true and correct as of opening cash balancessuch earlier date), operating cash receipts and asset sale and other cash receipts and capital, operating and other expenditures on an as received and as made basis. The Cash Forecast shall include separate forecasts on a consolidating and consolidated basis in a form reasonably acceptable to FTI Policano & Manzo, LLC. Schedules to the Cash Forecast shall include a specific schedule of anticipated payments to Affiliates of NRG Energy and a listing of payments of principal of and interest on the Debt of NRG Energy and its Subsidiaries due during such period (including the dates when due and any applicable grace periods and whether or not such payments are anticipated to be made) and of payments in respect of turbine orders by them due during such period (including whether or not such payments are anticipated to be made); (ii) a schedule of shall be true and correct in all material assets respects on the Effective Date as if made on and as of NRG Energy such date (except for those which expressly relate to an earlier date, which shall be true and its Subsidiaries that are not subject to any material Liens and any recent material indications correct as of the values thereof;such earlier date). (iiif) a listing of all material agreements or instruments that prohibit or limit the ability of NRG Energy or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of the assets set forth in the previous clause (ii); (iv) The Borrower shall have paid to the extent not previously delivered Credit Agent all fees due on or before the Effective Date pursuant to the Initial Collateral Call Extension Fee Letter, a list, and copies, of all tax sharing agreements and arrangements, Debt Instruments, Capital Expenditure Agreements, Lease Agreements or Other Material Agreements (or any agreements or documents relating thereto or entered into or delivered in connection therewith) to which NRG Energy or any of its Subsidiaries are a party which require (A) that NRG Energy or such Subsidiary post cash collateral, letters of credit or other similar credit support or make certain equity contributions as a result of a decline in the credit rating of NRG Energy or the occurrence of any other similar credit event or.

Conditions Precedent. This Second Collateral Call Extension Letter Notwithstanding any provision of this Agreement to the contrary, CIBA's obligation to close either the Initial Equity Investment or the Stage II Equity Investment shall become be contingent upon and subject to the following conditions precedent, which must be satisfied at or prior to closing: (i) PRESBY shall have a single class of common stock and a single class of preferred stock, which shall be the Presby Preferred Stock, and no other shares of PRESBY stock shall be issued and outstanding other than the Series C Convertible Preferred Stock, as more fully described in the Certificate of Designation, Rights and Preferences of Series C Convertible Preferred Stock of RAS Holding Corp., attached hereto as SCHEDULE D. (ii) PRESBY shall not be a party to any agreement which provides for the direct or indirect payment by PRESBY to any shareholder, immediate family member or entity controlled by any such shareholder of PRESBY, except under (A) this Agreement, (B) any certificate of designation for the Presby Preferred Stock or (C) the agreements attached hereto as SCHEDULE E. (iii) PRESBY's stockholders shall have caused its amended and restated Certificate of Incorporation and stockholders agreement to be amended such that the Board of Directors of PRESBY shall consist of no more than seven (7) directors, with at least one (1) director to be designated by CIBA, until the date on which (A) PRESBY closes an initial public offering of securities; (B) CIBA no longer holds at least ninety percent (90%) of the equity securities of PRESBY acquired pursuant to this Agreement; or (C) this Agreement is terminated as a result of an uncured material breach by CIBA. In the event that the foregoing conditions precedent are not satisfied as of the time of any closing requested by CIBA following no less than sixty (60) days prior written notice, CIBA's obligation to purchase the Presby Preferred Stock shall be waived and, provided that CIBA has made all royalty payments (including minimum royalty payments, if applicable) required to maintain its exclusive license and is not otherwise in default hereunder, the Territory shall be immediately expanded to include the United States and PRESBY shall assign all FDA filings to CIBA effective as of the date first above written when and only when, on or before October 11, 2002, the following conditions shall have been satisfied: (a) NRG Energy and each of its Subsidiaries indicated on the signature pages hereto (each such Person being referred to herein as a "NRG PARTY") shall have executed and delivered to each of the Signing Agents a copy of this Second Collateral Call Extension Letter; (b) Each of the Signing Agents shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Lenders representing at least the Required Percentage under the relevant Primary Agreement required to consent to the Collateral Extension under the terms of such Primary Agreement, and Bane of America Securities Limited, as Killingholme Facility Agent, shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Killingholme Lenders representing at least the Required Percentage of the Killingholme Lenders under the terms of the Killingholme Facility Agreementclosing requested by CIBA. (c) NRG Energy shall have delivered to each of the Agents the following financial and other information (which shall in the cases of clauses (i), (ii), (iii), (iv), (v) and (vi) be accompanied by a certificate of the chief financial officer or treasurer of NRG Energy to substantially the effect contemplated by paragraph 3(h)): (i) a 13-week forecast of cash flow and expenditures for NRG Energy and its Subsidiaries for the period commencing with the week of September 2, 2002 (the "CASH FORECAST"), which shall reflect the reasonable estimates by NRG Energy of opening cash balances, operating cash receipts and asset sale and other cash receipts and capital, operating and other expenditures on an as received and as made basis. The Cash Forecast shall include separate forecasts on a consolidating and consolidated basis in a form reasonably acceptable to FTI Policano & Manzo, LLC. Schedules to the Cash Forecast shall include a specific schedule of anticipated payments to Affiliates of NRG Energy and a listing of payments of principal of and interest on the Debt of NRG Energy and its Subsidiaries due during such period (including the dates when due and any applicable grace periods and whether or not such payments are anticipated to be made) and of payments in respect of turbine orders by them due during such period (including whether or not such payments are anticipated to be made); (ii) a schedule of all material assets of NRG Energy and its Subsidiaries that are not subject to any material Liens and any recent material indications of the values thereof; (iii) a listing of all material agreements or instruments that prohibit or limit the ability of NRG Energy or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of the assets set forth in the previous clause (ii); (iv) to the extent not previously delivered pursuant to the Initial Collateral Call Extension Letter, a list, and copies, of all tax sharing agreements and arrangements, Debt Instruments, Capital Expenditure Agreements, Lease Agreements or Other Material Agreements (or any agreements or documents relating thereto or entered into or delivered in connection therewith) to which NRG Energy or any of its Subsidiaries are a party which require (A) that NRG Energy or such Subsidiary post cash collateral, letters of credit or other similar credit support or make certain equity contributions as a result of a decline in the credit rating of NRG Energy or the occurrence of any other similar credit event or

Conditions Precedent. This Second Collateral Call Extension Letter shall become effective Save as of the date first above written when Master Issuer, Funding and only whenthe Security Trustee may otherwise agree, each Term Advance will not be available for utilisation on or before October 11, 2002, the following conditions shall have been satisfiedrelevant Closing Date unless: (a) NRG Energy the related Series and each Class of its Subsidiaries indicated Master Issuer Notes has been issued by the Master Issuer on the signature pages hereto (each such Person being referred to herein as a "NRG PARTY") shall relevant Closing Date and the subscription proceeds thereof have executed and delivered to each been received by or on behalf of the Signing Agents a copy of this Second Collateral Call Extension LetterMaster Issuer; (b) Each of the Signing Agents shall Security Trustee has confirmed to Funding that it or its advisers have executed received (at any time on or prior to such Closing Date) all the information and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Lenders representing at least the Required Percentage under the relevant Primary Agreement required to consent documents listed in Schedule 1 hereto (Conditions Precedent) in form and substance satisfactory to the Collateral Extension under the terms of such Primary Agreement, and Bane of America Securities Limited, as Killingholme Facility Agent, shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Killingholme Lenders representing at least the Required Percentage of the Killingholme Lenders under the terms of the Killingholme Facility Agreement.Security Trustee; (c) NRG Energy shall Funding and the Master Issuer have delivered to each signed a Term Advance Supplement in respect of the Agents the following financial and other information that Term Advance (which shall substantially in the cases form set out in Schedule 3 hereto (Form of clauses Term Advance Supplement)); (i), (ii), (iii), (iv), (vd) and (vi) be accompanied by a certificate of Funding has confirmed in the chief financial officer or treasurer of NRG Energy to substantially the effect contemplated by paragraph 3(h)):applicable Term Advance Supplement that: (i) a 13-week forecast no Master Intercompany Loan Event of cash flow Default has occurred and expenditures for NRG Energy and its Subsidiaries for is continuing unremedied (if capable of remedy) or unwaived or would result from the period commencing with the week making of September 2, 2002 (the "CASH FORECAST"), which shall reflect the reasonable estimates by NRG Energy of opening cash balances, operating cash receipts and asset sale and other cash receipts and capital, operating and other expenditures on an as received and as made basis. The Cash Forecast shall include separate forecasts on a consolidating and consolidated basis in a form reasonably acceptable to FTI Policano & Manzo, LLC. Schedules to the Cash Forecast shall include a specific schedule of anticipated payments to Affiliates of NRG Energy and a listing of payments of principal of and interest on the Debt of NRG Energy and its Subsidiaries due during such period (including the dates when due and any applicable grace periods and whether or not such payments are anticipated to be made) and of payments in respect of turbine orders by them due during such period (including whether or not such payments are anticipated to be made);Term Advance; and (ii) a schedule of all material assets of NRG Energy the representations set out in Clause 13 are true on and its Subsidiaries that are not subject to any material Liens and any recent material indications as of the values thereofrelevant Closing Date by reference to the facts and circumstances then existing; (iiie) Funding has delivered a listing of all material agreements or instruments that prohibit or limit the ability of NRG Energy or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of the assets set forth solvency certificate substantially in the previous clause (ii)form set out in Schedule 4 hereto; (ivf) the Master Issuer has confirmed in the applicable Term Advance Supplement that no Note Event of Default has occurred and is continuing unremedied (if capable of remedy) or unwaived or would result from the making of such Term Advance; (g) each of the Rating Agencies has confirmed in writing to the extent not previously delivered pursuant to the Initial Collateral Call Extension LetterSecurity Trustee that there will not, a list, and copies, of all tax sharing agreements and arrangements, Debt Instruments, Capital Expenditure Agreements, Lease Agreements or Other Material Agreements (or any agreements or documents relating thereto or entered into or delivered in connection therewith) to which NRG Energy or any of its Subsidiaries are a party which require (A) that NRG Energy or such Subsidiary post cash collateral, letters of credit or other similar credit support or make certain equity contributions as a result of a decline the Master Issuer issuing any Master Issuer Notes on the Closing Date, be any adverse effect on the then current ratings by the Rating Agencies of any then outstanding Master Issuer Notes of the Master Issuer; (h) one or more Deeds of Accession relating to the Funding Deed of Charge have been executed by any additional Funding Secured Creditors and the parties to the Funding Deed of Charge; and (i) all other conditions precedent as may be specified in the credit rating of NRG Energy or the occurrence of any other similar credit event orapplicable Term Advance Supplement have been satisfied.

Conditions Precedent. This Second The Release of a Mortgaged Property from the Collateral Call Extension Letter shall become effective Pool is subject to the satisfaction of the following conditions precedent on or before the Effective Date: (1) the Selected Advance must be prepayable as of the date first above written when and only when, on or before October 11, 2002, the following conditions shall have been satisfied: (a) NRG Energy and each of its Subsidiaries indicated on the signature pages hereto (each such Person being referred to herein as a "NRG PARTY") shall have executed and delivered to each Effective Date of the Signing Agents a copy Release of this Second Collateral Call Extension Lettersuch Mortgaged Property; (2) receipt by Lender of the fully executed Release Request; (3) immediately after giving effect to the requested Release, the provisions of Section (b) Each (Underwriting) of this Mortgaged Property Release Schedule are satisfied; (4) receipt by Lender of the Signing Agents shall have executed Release Price and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Lenders representing at least the Required Percentage all amounts owing under the relevant Primary Agreement required to consent to the Collateral Extension under the terms of such Primary Agreement, and Bane of America Securities Limited, as Killingholme Facility Agent, shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Killingholme Lenders representing at least the Required Percentage of the Killingholme Lenders under the terms of the Killingholme Facility Agreement. Section (c) NRG Energy shall have delivered to each (Release Price) of this Mortgaged Property Release Schedule, or, in connection with a Staggered Substitution, receipt by Lender of the Agents the following financial and other information Substitution Deposit (which shall in the cases of clauses (i), (ii), (iii), (iv), (v) and (vi) be accompanied by a certificate inclusive of the chief financial officer or treasurer of NRG Energy to substantially the effect contemplated by paragraph 3(h)): (iSubstitution Cost Deposit) a 13-week forecast of cash flow and expenditures for NRG Energy and its Subsidiaries for the period commencing with the week of September 2, 2002 (the "CASH FORECAST"), which shall reflect the reasonable estimates by NRG Energy of opening cash balances, operating cash receipts and asset sale and other cash receipts and capital, operating and other expenditures on an as received and as made basis. The Cash Forecast shall include separate forecasts on a consolidating and consolidated basis in a form reasonably acceptable to FTI Policano & Manzo, LLC. Schedules to the Cash Forecast shall include a specific schedule extent necessary under Section (g)(1) (The Substitution Deposit) of anticipated payments to Affiliates of NRG Energy and a listing of payments of principal of and interest on the Debt of NRG Energy and its Subsidiaries due during such period (including the dates when due and any applicable grace periods and whether or not such payments are anticipated to be made) and of payments in respect of turbine orders by them due during such period (including whether or not such payments are anticipated to be made)this Mortgaged Property Release Schedule; (ii5) receipt by Lender of the Release Fee, or in connection with a schedule Substitution, receipt by Lender of the Substitution Fee; (6) receipt by Lender of all material assets legal fees and expenses in connection with a Release Request; (7) receipt by Lender of NRG Energy one (1) or more executed, original counterparts of all Release Documents, dated as of the Effective Date, each of which shall be in full force and its Subsidiaries effect, in form and substance satisfactory to Lender in all respects; (8) if required by Lender, amendments to this Master Agreement, the Notes and the Security Instruments, reflecting the release of the Release Mortgaged Property from the Collateral Pool and, as to any Security Instrument or Note so amended or if Lender determines that such endorsement is necessary to maintain the priority of the Lien created in favor of Lender with respect to the Outstanding Indebtedness or to maintain the validity of any Title Policy, the receipt by Lender of an endorsement to each Title Policy insuring the Security Instruments, amending the effective date of each Title Policy to the Effective Date and showing no additional exceptions to coverage other than the exceptions shown on the initial Effective Date for such Mortgaged Property, Permitted Encumbrances and other exceptions approved by Lender; (9) satisfaction of all applicable General Conditions; (10) if the Release Mortgaged Property is one phase of a project, and one or more other phases of the project are Mortgaged Properties which will remain in the Collateral Pool (“Remaining Mortgaged Properties”), the Remaining Mortgaged Properties must be able to be operated separately from the Release Mortgaged Property and any other phases of the project which are not subject to Mortgaged Properties, taking into account any material Liens cross use agreements or easements, access, utilities, marketability, community services, ownership and operation of the Remaining Mortgaged Properties and any recent material indications other relevant factors pursuant to the Underwriting and Servicing Requirements. Borrower shall deliver to Lender evidence satisfactory to Lender that this condition precedent is satisfied prior to the closing of the values transaction that is the subject of the Request. Borrower acknowledges that none of the Initial Mortgaged Properties are part of a phase of a project; (11) after the Release no Borrower nor any general partner of Borrower owns the Release Mortgaged Property or any portion thereof; (iii12) a listing receipt by Lender of all material agreements or instruments that prohibit or limit endorsements to the ability of NRG Energy or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any tie-in endorsements of the assets set forth Title Policies, if deemed necessary by Lender, to reflect the Release. Notwithstanding anything to the contrary herein, no Release of any Mortgaged Property in the previous clause Collateral Pool shall be made unless Borrower has provided title insurance to Lender in respect of each of the remaining Mortgaged Properties in the Collateral Pool in an amount equal to one hundred percent (ii100%) of the Outstanding Advances (which amount shall take into account the title insurance coverage provided by any “tie-in” endorsements);; and (iv13) to receipt by Lender on the extent not previously delivered pursuant to the Initial Collateral Call Extension Letter, a list, and copies, of all tax sharing agreements and arrangements, Debt Instruments, Capital Expenditure Agreements, Lease Agreements or Other Material Agreements (or any agreements or documents relating thereto or entered into or delivered in connection therewith) to which NRG Energy or any of its Subsidiaries are a party which require (A) that NRG Energy or such Subsidiary post cash collateral, letters of credit or other similar credit support or make certain equity contributions as a result Effective Date of a decline in the credit rating Confirmation of NRG Energy or the occurrence Obligations and a Confirmation of any other similar credit event orGuaranty.

Conditions Precedent. This Second Collateral Call Extension Letter Third Amendment shall become effective as of the first date first above written (the “Third Incremental Facility Closing Date”) when and only when, on or before October 11, 2002, each of the following conditions set forth in this Section 6 shall have been satisfied: (ai) NRG Energy The Administrative Agent shall have received a duly authorized, executed and delivered counterpart of the signature page to this Third Amendment from each of its Subsidiaries indicated Loan Party named on the signature pages hereto hereto, the Administrative Agent and the 2020 Incremental Lender. (each such Person being referred to herein as a "NRG PARTY"a) All fees and expenses (including all invoiced reasonable out-of-pocket costs, fees and expenses (including invoiced reasonable and out-of-pocket legal fees and expenses reimbursable hereunder)) shall have executed and delivered to each of the Signing Agents a copy of this Second Collateral Call Extension Letter; (b) Each of the Signing Agents shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Lenders representing at least the Required Percentage under the relevant Primary Agreement required to consent been paid to the Collateral Extension under the terms of such Primary Agreementextent earned, due and Bane of America Securities Limited, as Killingholme Facility Agent, shall have executed owing and delivered otherwise payable or reimbursable pursuant to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Killingholme Lenders representing at least the Required Percentage of the Killingholme Lenders under the terms of the Killingholme Loan Documents and otherwise invoiced prior to the Third Incremental Facility Closing Date and (b) fees and expenses incurred by or on behalf of the 2020 Incremental Lender in connection with the funding of the 2020 Incremental Loans in the amounts agreed between the 2020 Incremental Lender and the Borrower, shall be due and payable on the Third Incremental Facility Closing Date to the extent, in the case of expenses, invoiced at least three (3) business days prior to the Third Incremental Facility Closing Date (provided that legal expenses payable pursuant to this clause (ii) shall be limited to the reasonable and documented fees and expenses of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and Davies ▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, in each case, as counsel to the 2020 Incremental Lender). (iii) Both immediately before and after giving effect to this Third Amendment, (a) no Default or Event of Default shall have occurred or be continuing and (b) all representations and warranties contained in this Third Amendment, the Term Credit Agreement and in the other Loan Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on the date hereof (except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided, however, that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates). (iv) After giving effect to the making of all Incremental Loans on such date, the Borrower’s Secured Net Leverage Ratio shall not exceed 3.75:1.00 on the Third Incremental Facility Closing Date determined on a Pro Forma Basis as of the last day of the Test Period most recently ended prior to the date of the incurrence of such 2020 Incremental Loans for which internal financial statements are available (as determined in good faith by the Borrower), as if all such 2020 Incremental Loans had been incurred on the last day of such Test Period. (v) The Administrative Agent shall have received a Committed Loan Notice meeting the requirements of Section 2.02(a) of the Term Credit Agreement for the 2020 Incremental Loans. (vi) The Administrative Agent shall have received an officer’s certificate of the Borrower, dated the Third Incremental Facility Closing Date, executed by a Responsible Officer of the Borrower certifying to the best of such officer’s knowledge, compliance with the requirements set forth in preceding clauses (iii) and (iv) of this Section 6 and Section 2.14(d)(iii) of the Term Credit Agreement. (cvii) NRG Energy On the Third Incremental Facility Closing Date, the Administrative Agent shall have delivered received a customary opinion of Ropes & ▇▇▇▇ LLP, U.S. counsel to the Loan Parties and Stikeman Elliott, Canadian counsel to the Loan Parties and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, as Nova Scotia counsel to the Loan Parties, in each of the Agents the following financial and other information (which shall in the cases of clauses case, (i)) in form and substance consistent with the legal opinion delivered on the Closing Date with such changes as shall be reasonably satisfactory to the Administrative Agent, (ii) addressed to the Administrative Agent and the 2020 Incremental Lender and (iii) dated the Third Incremental Facility Closing Date. (viii) The Administrative Agent shall have received a customary certificate from each Loan Party, dated the Third Incremental Facility Closing Date, signed by a Responsible Officer of such Loan Party, and attested to by the secretary or any assistant secretary of such Loan Party, with appropriate insertions, together with (a) certified copies of the certificate or articles of incorporation and by-laws (or other equivalent organizational documents), as applicable, of such Loan Party, (iiib) customary resolutions of such Loan Party referred to in such certificate, (c) incumbency or specimen signatures which identify by name and title the Responsible Officer or authorized signatory of such Loan Party authorized to sign this Third Amendment, and (d) a good standing certificate from the applicable Governmental Authority of such Loan Party’s jurisdiction of incorporation, organization or formation, each dated a recent date prior to the Third Incremental Facility Closing Date and certifying as to the good standing of such Loan Party (but only if the concept of good standing exists in the applicable jurisdiction); provided that in the case of preceding clause (a), such documents shall not be required to be delivered if such certificate includes a certification by such officer that the applicable organizational documents delivered to the Administrative Agent in connection with the initial funding of Term B Loans on the Closing Date (ivor any date thereafter) remain in full force and effect and have not been amended, modified, revoked or rescinded since the Closing Date (or such date thereafter), . (vix) and (vi) be accompanied by The Administrative Agent shall have received a solvency certificate of from the chief financial officer (or treasurer other officer with reasonably equivalent duties) of NRG Energy the Borrower substantially in the form of Exhibit D-2 to substantially the Term Credit Agreement and dated the Third Incremental Facility Closing Date certifying that the Borrower and its Restricted Subsidiaries are Solvent (after giving effect contemplated by paragraph 3(hto the incurrence of the 2020 Incremental Loans and the application of the proceeds thereof)):. (ix) The Administrative Agent shall have received a 13completed “Life-week forecast of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to the Mortgaged Property located in the United States as of cash flow the date hereof (together with a notice about special flood hazard area status and expenditures for NRG Energy flood disaster assistance duly executed by the Borrower and its Subsidiaries for the period commencing with the week of September 2applicable Loan Party relating thereto) and, 2002 (the "CASH FORECAST"), which shall reflect the reasonable estimates by NRG Energy of opening cash balances, operating cash receipts and asset sale and other cash receipts and capital, operating and other expenditures on an as received and as made basis. The Cash Forecast shall include separate forecasts on a consolidating and consolidated basis if any such Mortgaged Property is located in a form reasonably acceptable to FTI Policano & Manzospecial flood hazard area, LLC. Schedules to the Cash Forecast shall include a specific schedule evidence of anticipated payments to Affiliates of NRG Energy and a listing of payments of principal of and interest on the Debt of NRG Energy and its Subsidiaries due during such period (including the dates when due and any applicable grace periods and whether or not such payments are anticipated to be made) and of payments in respect of turbine orders by them due during such period (including whether or not such payments are anticipated to be made); (ii) a schedule of all material assets of NRG Energy and its Subsidiaries that are not subject to any material Liens and any recent material indications of the values thereof; (iii) a listing of all material agreements or instruments that prohibit or limit the ability of NRG Energy or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of the assets set forth in the previous clause (ii); (iv) flood insurance to the extent not previously delivered required pursuant to the Initial Collateral Call Extension Letter, a list, and copies, of all tax sharing agreements and arrangements, Debt Instruments, Capital Expenditure Agreements, Lease Agreements or Other Material Agreements (or any agreements or documents relating thereto or entered into or delivered in connection therewith) to which NRG Energy or any of its Subsidiaries are a party which require (A) that NRG Energy or such Subsidiary post cash collateral, letters of credit or other similar credit support or make certain equity contributions as a result of a decline in the credit rating of NRG Energy or the occurrence of any other similar credit event orCredit Agreement.

Conditions Precedent. This Second Collateral Call Extension Letter shall become effective as Amendment is, and the Repricing Amendments are, subject to the satisfaction or waiver in accordance with Section 9.02 of the date first above written when and only when, on or before October 11, 2002, Credit Agreement of the following conditions shall have been satisfied: precedent (a) NRG Energy and each upon satisfaction or waiver of its Subsidiaries indicated on the signature pages hereto (each such Person conditions, such date being referred to herein as the “Amendment No. 1 Effective Date”): (a) JPMorgan Chase Bank, N.A., (in its capacity as sole lead arranger and sole bookrunner in respect of this Amendment, the “Amendment Arranger”) and the Administrative Agent shall have received all fees and other amounts previously agreed in writing by the Administrative Agent and/or the Amendment Arranger (or any of its affiliates) and the Borrower to be due and payable on or prior to the Amendment No. 1 Effective Date in the amounts and at the times so specified, including the payment of arrangement fees and reimbursement or payment of all reasonable and documented out-of-pocket expenses (including, but not limited to, reasonable and documented out-of-pocket expenses of due diligence investigation, syndication expenses (including Clearpar and other syndication, lend-amend and clearing sites and services) and the reasonable and documented fees, disbursements and other charges of one firm of primary outside legal counsel for the Amendment Arranger, which shall be ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP) required to be reimbursed or paid by any Loan Party under any Loan Document in accordance with Section 9.03 of the Credit Agreement (in the case of out-of-pocket expenses, solely to the extent invoiced to the Borrower at least two (2) Business Days prior to the Amendment No. 1 Effective Date (or such later date as the Borrower shall permit in its reasonable discretion)). (b) [Reserved]. (c) Each of the representations and warranties contained in Section 4 of this Amendment and Article III of the Credit Agreement are true and correct in all material respects on and as of the Amendment No. 1 Effective Date with the same effect as if made on and as of such date, both immediately before and after giving effect to this Amendment on the Amendment No. 1 Effective Date (other than any such representations or warranties that are made as of a "NRG PARTY"specific date, which shall be true and correct in all material respects as of such date) (without duplication of any materiality qualifiers with respect to any such representation or warranty already qualified by materiality or Material Adverse Effect). (d) The Administrative Agent shall have received a counterpart signature page of this Amendment, executed and delivered by each of (i) the Borrower, (ii) each Subsidiary Guarantor, (iii) the Administrative Agent, (iv) the Consenting Lenders (which Consenting Lenders shall constitute Required Lenders immediately prior to giving effect to this Amendment), (v) the Replacement Lender and (vi) the Revolving Lenders, the Issuing Banks and the Swingline Lender party hereto. (e) The Administrative Agent shall have received a certificate dated as of the Amendment No. 1 Effective Date and executed by a Secretary or Assistant Secretary of each Loan Party certifying (A) that (i) the certificate of incorporation and bylaws or other equivalent organizational documents of such Loan Party have not been repealed, revoked, rescinded or amended in any respect since the Effective Date or (ii) attached thereto is a true and complete copy of the certificate of incorporation and bylaws or other equivalent organizational documents of such Loan Party and that such documents have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date), (B) that attached thereto is a true and complete copy of resolutions or other evidence of authority authorizing this Amendment and the transactions contemplated hereby and that such resolutions or other evidence of authority have not been modified, rescinded or amended and are in full force and effect without amendment, modification or rescission and (C) the names and true signatures of the officers of such Loan Party authorized to sign this Amendment. (f) The Administrative Agent shall have received a short-form good standing certificate or the equivalent, if any, in the jurisdiction of organization of each Loan Party, each dated as of a recent date. (g) No Default or Event of Default shall have occurred and be continuing on the Amendment No. 1 Effective Date, both immediately before and after giving effect to the amendments contemplated herein. (h) The Administrative Agent shall have received a certificate, dated as of the Amendment No. 1 Effective Date and signed on behalf of the Borrower, certifying on behalf of the Borrower that the conditions precedent set forth in paragraphs (c) and (g) of this Section 3 have been satisfied or waived on such date. (i) The Replacement Lender shall have executed and delivered the Master Assignment contemplated by Section 7 below and all conditions to each the consummation of the Signing Agents a copy of this Second Collateral Call Extension Letter; (b) Each of the Signing Agents assignments in accordance with Section 7 below shall have executed been satisfied and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Lenders representing at least the Required Percentage under the relevant Primary Agreement required to consent to the Collateral Extension under the terms of such Primary Agreement, and Bane of America Securities Limited, as Killingholme Facility Agent, assignments shall have executed been consummated and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Killingholme Lenders representing at least the Required Percentage of the Killingholme Lenders under the terms of the Killingholme Facility Agreement. (c) NRG Energy shall have delivered to each of the Agents the following financial and other information (which shall in the cases of clauses (i), (ii), (iii), (iv), (v) and (vi) be accompanied by a certificate of the chief financial officer or treasurer of NRG Energy to substantially the effect contemplated by paragraph 3(h)): (i) a 13-week forecast of cash flow and expenditures for NRG Energy and its Subsidiaries for the period commencing with the week of September 2, 2002 (the "CASH FORECAST"), which shall reflect the reasonable estimates by NRG Energy of opening cash balances, operating cash receipts and asset sale and other cash receipts and capital, operating and other expenditures on an as received and as made basis. The Cash Forecast shall include separate forecasts on a consolidating and consolidated basis in a form reasonably acceptable to FTI Policano & Manzo, LLC. Schedules to the Cash Forecast shall include a specific schedule of anticipated payments to Affiliates of NRG Energy and a listing of payments of principal of and interest on the Debt of NRG Energy and its Subsidiaries due during such period (including the dates when due and any applicable grace periods and whether or not such payments are anticipated to be made) and of payments in respect of turbine orders by them due during such period (including whether or not such payments are anticipated to be made); (ii) a schedule of all material assets of NRG Energy and its Subsidiaries that are not subject to any material Liens fees, costs and any recent material indications other expenses in connection with such assignment arising under Section 9.04 of the values thereof; Existing Credit Agreement shall have been paid in full or, in the case of processing and recordation fees payable in connection with an assignment, waived by the Administrative Agent (iii) a listing of all material agreements or instruments it being understood that prohibit or limit the ability of NRG Energy or Administrative Agent has waived the right to receive any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any processing and recordation fee as provided in Section 9.04 of the assets set forth in the previous clause (ii); (iv) to the extent not previously delivered pursuant to the Initial Collateral Call Extension Letter, a list, and copies, of all tax sharing agreements and arrangements, Debt Instruments, Capital Expenditure Agreements, Lease Agreements or Other Material Agreements (or any agreements or documents relating thereto or entered into or delivered Existing Credit Agreement in connection therewith) to which NRG Energy or any of its Subsidiaries are a party which require (A) that NRG Energy or such Subsidiary post cash collateral, letters of credit or other similar credit support or make certain equity contributions as a result of a decline in with this Amendment and the credit rating of NRG Energy or the occurrence of any other similar credit event orassignments contemplated hereby).

Conditions Precedent. This Second Collateral Call Extension Letter shall become effective Items listed below are required to be delivered, in form and substance satisfactory to Lender in its sole discretion, as of a condition to Lender's obligation to fund the date initial loan or extend the first above written when and only when, on or before October 11, 2002, the following conditions shall have been satisfied:financial accommodation to Borrower under this Agreement. (a) NRG Energy and each of its Subsidiaries indicated on the signature pages hereto (each such Person being referred to herein as a "NRG PARTY") shall have executed and delivered to each of the Signing Agents a Certified copy of this Second Collateral Call Extension Letter;Borrower's articles of incorporation (b) Each Certificate of the Signing Agents shall have executed Secretary of Borrower as to constituent documents, bylaws, authorizing action (e.g., corporate resolutions) and delivered to NRG Energy a copy incumbency of this Second Collateral Call Extension Letter on behalf officers/status and specimen signatures of Lenders representing at least the Required Percentage under the relevant Primary Agreement required to consent to the Collateral Extension under the terms of such Primary Agreement, and Bane of America Securities Limited, as Killingholme Facility Agent, shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Killingholme Lenders representing at least the Required Percentage of the Killingholme Lenders under the terms of the Killingholme Facility Agreement.authorized signers (c) NRG Energy shall have delivered Good Standing Certificate (States of Delaware and California and all other states in which Borrower is qualified to each do business) (d) The Deed of Trust properly executed and notarized (e) A commitment from a title insurance company acceptable to Lender to issue an ALTA title insurance policy, with endorsements required by Lender, insuring the lien of the Agents the following financial Deed of Trust in an amount not less than $2,000,000 and other information subject to only those exceptions that have been approved in writing by Lender (which shall f) Lien search results confirming filing of UCC-1 in favor of Lender and priority of Lender's security interest in the cases of clauses Collateral (i)g) Lien termination documents from Business Alliance Capital Company, Overnite Capital, LLC, and any other creditor whose filings are to be terminated, etc. (ii)h) Landlord, (iii), (iv), (v) and (vi) be accompanied by a certificate of the chief financial officer warehouseman or treasurer of NRG Energy to substantially the effect contemplated by paragraph 3(h)):other bailee waivers (i) Unlimited Continuing Guaranty in favor of Lender by ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ and a 13-week forecast validity guaranty in favor of cash flow and expenditures Lender by the Chief Financial Officer of Borrower (j) [Intentionally omitted] (k) Lockbox, blocked account or agency account agreement(s) (1) Financial statements for NRG Energy and its Subsidiaries for the period commencing with the week Borrower including a pro forma statement certified bythe Chief Financial Officer of September 2, 2002 (the "CASH FORECAST"), which shall reflect the reasonable estimates by NRG Energy of opening cash balances, operating cash receipts and asset sale and other cash receipts and capital, operating and other expenditures on an as received and as made basis. The Cash Forecast shall include separate forecasts on a consolidating and consolidated basis in a form reasonably acceptable to FTI Policano & Manzo, LLC. Schedules Borrower demonstrating to the Cash Forecast shall include a specific schedule satisfaction of anticipated payments to Affiliates of NRG Energy Lender that following the initial funding under this Agreement and a listing of payments of principal of and interest on the Debt of NRG Energy and its Subsidiaries due during such period (including the dates when due and any applicable grace periods and whether or not such payments are anticipated to be made) and of payments in respect of turbine orders by them due during such period (including whether or not such payments are anticipated to be made); (ii) a schedule payment of all material assets accounts payable past due beyond 90 days past the applicable due date, Borrower shall have unused borrowing availability, net of NRG Energy and its Subsidiaries that are not subject to any material Liens and any recent material indications of the values thereof; (iii) a listing of all material agreements or instruments that prohibit or limit the ability of NRG Energy or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of the assets set forth in the previous clause (ii); (iv) to the extent not previously delivered pursuant to the Initial Collateral Call Extension Letter, a list, and copiesreserves, of all tax sharing agreements and arrangements, Debt Instruments, Capital Expenditure Agreements, Lease Agreements or Other Material Agreements (or any agreements or documents relating thereto or entered into or delivered in connection therewith) to which NRG Energy or any of its Subsidiaries are a party which require (A) that NRG Energy or such Subsidiary post cash collateral, letters of credit or other similar credit support or make certain equity contributions as a result of a decline in the credit rating of NRG Energy or the occurrence of any other similar credit event ornot less than $500,000

Conditions Precedent. This Second Collateral Call Extension Letter 9.1 The validity of this AGREEMENT shall become effective as be subject to satisfaction, or waiver by PURCHASERS or by both contracting parties pursuant to section 6.1. of the date first above written when following conditions precedent: 9.1.1 Final and only whenconclusive approval of the transaction pursuant hereto by the Federal Cartel Office; 9.1.2 Resignation of all members of the Advisory Board and members of the relevant bodies of the AFFILIATES pursuant to section 7.1 hereof; 9.1.3 Resignation of the managing directors requested by PURCHASERS pursuant to section 7.2 hereof; 9.1.4 PURCHASER number (1), ▇▇▇▇▇▇▇ Corp. or any other company affiliated to ▇▇▇▇▇▇▇ Corp., shall have purchased for US-$ 9.7 mio. on or before October 11the EFFECTIVE DATE the 23.8% of partnership interests of PMCT that the COMPANY does not presently own. PURCHASERS shall cause PURCHASER number (1) and/or ▇▇▇▇▇▇▇ Corp. and/or any other company affiliated to ▇▇▇▇▇▇▇ Corp. to use reasonable good faith efforts to purchase such interest on terms acceptable to it. 9.1.5 The COMPANY shall have sold all shares of ENGRENASA owned by it or any of the AFFILIATES, 2002without any claims, cost to or recourse against the following conditions COMPANY or the AFFILIATES, so that neither it nor any of them, nor from and after the EFFECTIVE DATE the PURCHASERS, shall have any obligations or liabilities whatsoever, contingent or otherwise, to or with respect to ENGRENASA. SELLERS shall furnish PURCHASERS on the EFFECTIVE DATE documentation in form and substance satisfactory to them evidencing such sale and indemnification of them and the COMPANY against any liabilities relating to ENGRENASA. 9.1.6 The ESCROW AGREEMENT shall have been satisfied:executed by PURCHASERS, SELLERS' REPRESENTATIVES and the ESCROW AGENT. (a) NRG Energy 9.1.7 Checks guaranteed by Chase Manhattan Bank handed over to SELLERS' REPRESENTATIVES pursuant to section 2.2 and each of its Subsidiaries indicated on to the signature pages hereto (each such Person being referred ESCROW AGENT pursuant to herein as a "NRG PARTY") section 2.3. 9.1.8 SELLERS shall have executed submitted to PURCHASERS duly signed and delivered certified applications for registrations pursuant to each section 8. 9.1.9 Submission of the Signing Agents a copy of this Second Collateral Call Extension Letter; (b) Each of the Signing Agents shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Lenders representing at least the Required Percentage under the relevant Primary Agreement required to consent evidence satisfactory to the Collateral Extension under the terms of such Primary Agreement, and Bane of America Securities Limited, as Killingholme Facility Agent, shall PURCHASERS by those SELLERS that have executed and delivered granted sub-participations in their SHARES pursuant to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Killingholme Lenders representing at least the Required Percentage of the Killingholme Lenders under the terms of the Killingholme Facility Agreementrecital (E) that those sub-participations have been terminated with no unsatisfied rights. (c) NRG Energy shall have delivered to each of the Agents the following financial and other information (which shall in the cases of clauses (i), (ii), (iii), (iv), (v) and (vi) be accompanied by a certificate of the chief financial officer or treasurer of NRG Energy to substantially the effect contemplated by paragraph 3(h)): (i) a 13-week forecast of cash flow and expenditures for NRG Energy and its Subsidiaries for the period commencing with the week of September 2, 2002 (the "CASH FORECAST"), which shall reflect the reasonable estimates by NRG Energy of opening cash balances, operating cash receipts and asset sale and other cash receipts and capital, operating and other expenditures on an as received and as made basis. The Cash Forecast shall include separate forecasts on a consolidating and consolidated basis in a form reasonably acceptable to FTI Policano & Manzo, LLC. Schedules to the Cash Forecast shall include a specific schedule of anticipated payments to Affiliates of NRG Energy and a listing of payments of principal of and interest on the Debt of NRG Energy and its Subsidiaries due during such period (including the dates when due and any applicable grace periods and whether or not such payments are anticipated to be made) and of payments in respect of turbine orders by them due during such period (including whether or not such payments are anticipated to be made); (ii) a schedule of all material assets of NRG Energy and its Subsidiaries that are not subject to any material Liens and any recent material indications of the values thereof; (iii) a listing of all material agreements or instruments that prohibit or limit the ability of NRG Energy or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon 9.2 Should any of the assets set forth in forementioned conditions precedent not be fulfilled, or be waived by the previous clause PURCHASERS, by (ii); (ivfor the time being) 30 July 1997 then each party hereto shall be entitled, subject to the extent not previously delivered provisions relating to costs pursuant to section 10 hereof, to cancel this AGREEMENT by written notice to the Initial Collateral Call Extension Letter, a list, and copies, of all tax sharing agreements and arrangements, Debt Instruments, Capital Expenditure Agreements, Lease Agreements or Other Material Agreements (or any agreements or documents relating thereto or entered into or delivered in connection therewith) to which NRG Energy or any of its Subsidiaries are a party which require (A) that NRG Energy or such Subsidiary post cash collateral, letters of credit or other similar credit support or make certain equity contributions as a result of a decline in the credit rating of NRG Energy or the occurrence of any other similar credit event orparty.

Conditions Precedent. This Second Collateral Call Extension Letter Sixth Amendment shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 12.02 of the Credit Agreement): 5.1 The Administrative Agent shall have received from each Lender, the Parent, the Borrower and the Guarantors, counterparts (in such number as may be requested by the Administrative Agent) of this Sixth Amendment signed on behalf of such Person. 5.2 The Administrative Agent and the Lenders shall have received all fees and other amounts due and payable on or prior to the date hereof. 5.3 No Default shall have occurred and be continuing as of the date first above written when and only whenhereof, on or before October 11, 2002, after giving effect to the following conditions terms of this Sixth Amendment. 5.4 The Administrative Agent shall have been satisfied: received (a) NRG Energy and each a certificate of its Subsidiaries indicated on the signature pages hereto (each such Person being referred to herein as a "NRG PARTY") shall have executed and delivered to each Responsible Officer of the Signing Agents a copy of this Second Collateral Call Extension Letter; Borrower certifying: (bi) Each of that the Signing Agents shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Lenders representing at least Borrower is concurrently consummating the Required Percentage under the relevant Primary Agreement required to consent to the Collateral Extension under the terms of such Primary Agreement, and Bane of America Securities Limited, as Killingholme Facility Agent, shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Killingholme Lenders representing at least the Required Percentage of the Killingholme Lenders under Talon Acquisition in accordance with the terms of the Killingholme Facility Agreement. Talon Acquisition Documents (with all of the material conditions precedent thereto having been satisfied in all material respects by the parties thereto) and acquiring substantially all of the Talon Acquisition Properties contemplated by the Talon Acquisition Documents, (ii) as to the final purchase price for the Talon Acquisition Properties after giving effect to all adjustments as of the closing date contemplated by the Talon Acquisition Documents and specifying, by category, the amount of such adjustment, (iii) that attached thereto is a true and complete list of the Talon Acquisition Properties which have been excluded from the Talon Acquisition pursuant to the terms of the Talon Acquisition Documents, specifying with respect thereto the basis of exclusion as (1) title defect, (2) casualty or condemnation loss or (3) required consent or preferential purchase right, (iv) that attached thereto is a true and complete list of all Talon Acquisition Properties for which any seller has elected to cure a title defect or deficiency, (v) that attached thereto is a true and complete list of all Talon Acquisition Properties which are currently pending final decision by a third party regarding purchase of such property in accordance with any consent or preferential purchase rights and (vi) that no party to any Talon Acquisition Document is in default in respect of any material term or obligation thereunder; (b) a true and complete executed copy of each of the material Talon Acquisition Documents; (c) NRG Energy original counterparts or copies, certified as true and complete, of the assignments for all of the Talon Acquisition Properties; (d) the preliminary settlement statement; and (e) such other related documents and information as the Administrative Agent shall have reasonably requested. The Borrower recognizes and agrees that (a) it shall have delivered to each the Administrative Agent a preliminary draft of the Agents certificate described herein not less than three (3) days prior to the following financial Effective Date identifying which Talon Acquisition Properties will be excluded from the Talon Acquisition on the Effective Date, and other information (which shall b) if the aggregate value as reflected in the cases of clauses (i), (ii), (iii), (iv), (v) and (vi) be accompanied by a certificate Talon Reserve Report of the chief financial officer Talon Acquisition Properties excluded under clause (a)(iii) above is greater than or treasurer equal to $25,000,000, the Borrowing Base shall be adjusted downward to reflect such exclusions by an amount to be determined in good faith by the Administrative Agent. The Administrative Agent shall allocate a Borrowing Base value for each such excluded Property and shall, promptly upon making such allocation, notify the Borrower and each Lender of NRG Energy such allocation. If the aggregate value as reflected in the Talon Reserve Report of Talon Acquisition Properties excluded under clause (a)(iii) above is less than or equal to substantially $25,000,000, the effect contemplated Borrowing Base will not be adjusted. Promptly upon the making by paragraph 3(h)):the Required Lenders of such allocation, the Administrative Agent shall notify the Borrower and each Lender of such allocation. (i) a 13-week forecast 5.5 The Administrative Agent shall be reasonably satisfied that the Security Instruments create first priority, perfected Liens on at least 80% of cash flow the total value of the Talon Acquisition Properties owned by Borrower evaluated in the Talon Reserve Report. The Administrative Agent is hereby authorized and expenditures for NRG Energy and its Subsidiaries for directed to declare this Sixth Amendment to be effective when it has received documents confirming or certifying, to the period commencing satisfaction of the Administrative Agent, compliance with the week of September 2, 2002 (the "CASH FORECAST"), which shall reflect the reasonable estimates by NRG Energy of opening cash balances, operating cash receipts and asset sale and other cash receipts and capital, operating and other expenditures on an as received and as made basis. The Cash Forecast shall include separate forecasts on a consolidating and consolidated basis in a form reasonably acceptable to FTI Policano & Manzo, LLC. Schedules to the Cash Forecast shall include a specific schedule of anticipated payments to Affiliates of NRG Energy and a listing of payments of principal of and interest on the Debt of NRG Energy and its Subsidiaries due during such period (including the dates when due and any applicable grace periods and whether or not such payments are anticipated to be made) and of payments in respect of turbine orders by them due during such period (including whether or not such payments are anticipated to be made); (ii) a schedule of all material assets of NRG Energy and its Subsidiaries that are not subject to any material Liens and any recent material indications of the values thereof; (iii) a listing of all material agreements or instruments that prohibit or limit the ability of NRG Energy or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of the assets conditions set forth in this Section 5 or the previous clause (ii); (iv) waiver of such conditions as permitted hereby. Such declaration shall be final, conclusive and binding upon all parties to the extent not previously delivered pursuant to the Initial Collateral Call Extension Letter, a list, and copies, of Credit Agreement for all tax sharing agreements and arrangements, Debt Instruments, Capital Expenditure Agreements, Lease Agreements or Other Material Agreements (or any agreements or documents relating thereto or entered into or delivered in connection therewith) to which NRG Energy or any of its Subsidiaries are a party which require (A) that NRG Energy or such Subsidiary post cash collateral, letters of credit or other similar credit support or make certain equity contributions as a result of a decline in the credit rating of NRG Energy or the occurrence of any other similar credit event orpurposes.

Conditions Precedent. This Second Collateral Call Extension Letter shall become effective as The obligations of the date first above written when and only whenBanks under this Agreement are subject to the condition that the Banks shall have received, on or before October 11, 2002the Effective Date, the following conditions shall have been satisfieddocuments, matters and things in form and substance satisfactory to the Banks: (a) NRG Energy and each of its Subsidiaries indicated on the signature pages hereto (each such Person being referred to herein 3.1. a copy, certified as a "NRG PARTY"true copy by the general counsel of the Borrower, of the Certificate of Incorporation, Memorandum of Association (if any) shall and Articles of Association of the Borrower and of each Original Subsidiary, such copy to be certified as a true copy by the general counsel of the Borrower, provided that if any of the said documents were received by the Banks upon or before the Closing Date and has not been amended since then and general counsel of Borrower so certifies to the Banks in writing, then such certificates may be provided to the Banks in lieu of such documents; 3.2. copies of resolutions of the Board of Directors of the Borrower and of each Original Subsidiary and to the extent applicable, its respective audit committees and shareholders, evidencing approval, as applicable, of this Agreement and the other Finance Documents to which the Borrower and any Original Subsidiary is party and which have not been executed and delivered to the Banks prior to the date hereof ("the Completion Finance Documents") and authorising named officers of the Borrower and each Original Subsidiary to execute, deliver and perform this Agreement and each of the Signing Agents Completion Finance Documents, together with a copy certificate from the Board of Directors of the Borrower and of each Original Subsidiary certifying, pursuant to Section 282 of the Companies Law, that all requisite approvals in connection with the aforegoing have been duly obtained; 3.3. original executed copies of this Second Collateral Call Extension Letter; (b) Each Agreement, and the other Completion Finance Documents, together with any documents required to be delivered on the date of signature thereof or as conditions precedent to the effectiveness thereof, all such documents to bear counsel's certificate confirming the authority of the Signing Agents shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter signatories thereon on behalf of Lenders representing at least the Required Percentage under Borrower and the relevant Primary Agreement required Original Subsidiaries and otherwise to consent to the Collateral Extension under the terms of such Primary Agreement, and Bane of America Securities Limited, as Killingholme Facility Agent, shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Killingholme Lenders representing at least the Required Percentage of the Killingholme Lenders under the terms of the Killingholme Facility Agreement. (c) NRG Energy shall have delivered to each of the Agents the following financial and other information (which shall in the cases of clauses (i), (ii), (iii), (iv), (v) and (vi) be accompanied by a certificate of the chief financial officer or treasurer of NRG Energy to substantially the effect contemplated by paragraph 3(h)): (i) a 13-week forecast of cash flow and expenditures for NRG Energy and its Subsidiaries for the period commencing with the week of September 2, 2002 (the "CASH FORECAST"), which shall reflect the reasonable estimates by NRG Energy of opening cash balances, operating cash receipts and asset sale and other cash receipts and capital, operating and other expenditures on an as received and as made basis. The Cash Forecast shall include separate forecasts on a consolidating and consolidated basis in a form reasonably and on terms and conditions acceptable to FTI Policano & Manzothe Banks; 3.4. all the Authorisations, LLCif any, listed in Schedule 3.4 hereto; 3.5.1. Schedules a certificate in the form of Schedule 3.5.1 hereto of the Auditors or the Chief Financial Officer or the Chief Executive Officer of the Borrower stating as at March 31, 2004 (in this clause 3.5.1, "the Reference Date"): 3.5.1.1. the aggregate Borrowings (with detailed breakdown), so as to demonstrate compliance with the provisions of clause 15.7.1 below on the Reference Date; 3.5.1.2. all data necessary to demonstrate compliance with the provisions of clause 15.7.2 below on the Reference Date; and 3.5.1.3. all data necessary to demonstrate compliance with clause 15.28 below as at the Reference Date; 3.5.2. a certificate in the form of Schedule 3.5.2 hereto of the Auditors or the Chief Finance Officer or the Chief Executive Officer of the Borrower confirming the truth and completeness of the representations and warranties set out in clause 14 below, subject to the Cash Forecast shall include qualifications set out in Schedule 14.1 hereto; 3.5.3. a specific schedule certificate in the form of anticipated payments to Affiliates Schedule 3.5.3 hereto of NRG Energy and a listing the Auditor or the Chief Finance Officer or Vice-President Finance or the Chief Executive Officer of payments the Borrower confirming compliance with the provision of principal of and interest clause 15.24 below as at the Ratio Determination Date falling on the Debt last day of NRG Energy the first Quarter of 2004 and its Subsidiaries due during such period (including that, according to the dates when due and any applicable grace periods and whether information available to the Borrower, no event has occurred or is likely to occur that would cause the Borrower not such payments are anticipated to be made) and in compliance with the provisions of payments in respect of turbine orders by them due during such period (including whether or not such payments are anticipated to be made); (ii) a schedule of all material assets of NRG Energy and its Subsidiaries that are not subject to any material Liens and any recent material indications of clause 15.24 at the values thereof; (iii) a listing of all material agreements or instruments that prohibit or limit the ability of NRG Energy or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of the assets set forth in the previous clause (ii); (iv) to the extent not previously delivered pursuant to the Initial Collateral Call Extension Letter, a list, and copies, of all tax sharing agreements and arrangements, Debt Instruments, Capital Expenditure Agreements, Lease Agreements or Other Material Agreements (or any agreements or documents relating thereto or entered into or delivered in connection therewith) to which NRG Energy or any of its Subsidiaries are a party which require (A) that NRG Energy or such Subsidiary post cash collateral, letters of credit or other similar credit support or make certain equity contributions as a result of a decline in the credit rating of NRG Energy or the occurrence of any other similar credit event ornext Ratio Determination Date.

Conditions Precedent. This Second Collateral Call Extension Letter shall become effective as 3.1 The agreement of the date first above written when Lender contained in Clause 2 shall be subject to the condition that the Lender shall have received the following documents and only when, evidence in all respects in form and substance satisfactory to the Lender and its legal advisers on or before October 11the date of this Agreement and, 2002in relation to paragraph (n), on such date as determined by the following conditions shall have been satisfiedLender in its sole discretion and notified to the Borrowers: (a) NRG Energy and each of its Subsidiaries indicated on the signature pages hereto (each such Person being referred to herein as a "NRG PARTY") shall have executed and delivered to each certificate of the Signing Agents a copy Secretary of this Second Collateral Call Extension Lettereach Borrower and the Corporate Guarantor confirming the names and offices of all the Directors of that Borrower and the Corporate Guarantor together with its incorporation and constitutional documents; (b) Each true and complete copies of the Signing Agents shall have executed resolutions passed at meetings of the Board of Directors and delivered to NRG Energy a copy Shareholders of each Borrower and the Corporate Guarantor authorising and approving the execution of this Second Collateral Call Extension Letter on behalf of Lenders representing at least the Required Percentage under the relevant Primary Agreement required to consent to the Collateral Extension under the terms of such Primary Supplemental Agreement, the Mortgages, the Thirdone Mortgage Amendment, the General Assignments, the Corporate Guarantee and Bane of America Securities Limited, as Killingholme Facility Agent, shall have executed any other document or action to which it is or is to be a party and delivered authorising its appropriate officer or officers or other representatives to NRG Energy a copy of this Second Collateral Call Extension Letter execute the same on behalf of Killingholme Lenders representing at least the Required Percentage of the Killingholme Lenders under the terms of the Killingholme Facility Agreement.its behalf; (c) NRG Energy shall have delivered the original of any power of attorney issued by each Borrower and the Corporate Guarantor pursuant to the resolutions referred to in Clause 3.1 (b); (d) certified copies of all documents (with a certified translation if an original is not in English) evidencing any other necessary action, approvals or consents with respect to this Supplemental Agreement, the Mortgages, the Thirdone Mortage Amendment, the General Assignments, the Guarantee (including without limitation) all necessary governmental and other official approvals and consents in such pertinent jurisdictions as the Lender deems appropriate; (e) evidence that each Vessel is registered in the ownership of the Agents relevant Borrower under M▇▇▇▇▇▇▇ Islands flag free of any Security Interest other than those created by the following financial and other information Finance Documents; (f) an original of this Agreement, duly executed by all parties; (g) evidence that each Mortgage has been duly registered against the Vessel to which shall it relates as a valid first preferred ship mortgage in accordance with the cases of clauses (i), (ii), (iii), (iv), (v) and (vi) be accompanied by a certificate laws of the chief financial officer or treasurer M▇▇▇▇▇▇▇ Islands; (h) a duly executed original of NRG Energy to substantially the effect contemplated by paragraph 3(h)):Corporate Guarantee; (i) a 13-week forecast duly executed originals of cash flow the General Assignments and expenditures for NRG Energy and its Subsidiaries for the period commencing with the week of September 2, 2002 (the "CASH FORECAST"), which shall reflect the reasonable estimates by NRG Energy of opening cash balances, operating cash receipts and asset sale and all other cash receipts and capital, operating and other expenditures on an as received and as made basis. The Cash Forecast shall include separate forecasts on a consolidating and consolidated basis in a form reasonably acceptable documents to FTI Policano & Manzo, LLC. Schedules be executed pursuant to the Cash Forecast shall include a specific schedule of anticipated payments to Affiliates of NRG Energy and a listing of payments of principal of and interest on the Debt of NRG Energy and its Subsidiaries due during such period (including the dates when due and any applicable grace periods and whether or not such payments are anticipated to be made) and of payments in respect of turbine orders by them due during such period (including whether or not such payments are anticipated to be made)General Assignments; (iij) a schedule of all material assets of NRG Energy and its Subsidiaries that are not subject to any material Liens and any recent material indications certified true copies of the values thereofMOU, the Settlement Agreement and the Addenda (k) the Lender shall have received the restructuring fee referred to in Clause 7.1; (iiiI) a listing evidence that the agent referred to in Clause I 0.4 has accepted its appointment as agent for service of all material agreements or instruments that prohibit or limit the ability of NRG Energy or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of the assets set forth in the previous clause (ii)process under this Supplemental Agreement; (iv) to the extent not previously delivered pursuant to the Initial Collateral Call Extension Letter, a list, and copies, of all tax sharing agreements and arrangements, Debt Instruments, Capital Expenditure Agreements, Lease Agreements or Other Material Agreements (or any agreements or documents relating thereto or entered into or delivered in connection therewith) to which NRG Energy or any of its Subsidiaries are a party which require (A) that NRG Energy or such Subsidiary post cash collateral, letters of credit or other similar credit support or make certain equity contributions as a result of a decline in the credit rating of NRG Energy or the occurrence of any other similar credit event or

Conditions Precedent. This Second Subject to the other terms and conditions hereof, this Amendment shall not become effective until the Agent shall have received each of the following instruments, documents or agreements, each in form and substance satisfactory to the Agent: (a) counterparts of this Amendment duly executed and delivered by Borrower, Parent, Agent and each of the Lenders; (b) Acknowledgements and Consents executed by the Parent and each Guarantor (collectively, the "Guarantor Consents"), consenting to this Amendment and the transactions contemplated hereby; (c) a certificate of the Secretary of CBL Holdings I, Inc. dated as of the date hereof certifying (i) that the Certificate of Incorporation and By-laws of CBL Holdings I, Inc. have not been modified since May 3, 2004; (ii) that the Partnership Agreement and Certificate of Limited Partnership of Borrower have not been modified since May 3, 2004; (iii) that attached thereto is a true and complete copy of Resolutions adopted by the Board of Directors of CBL Holdings I, Inc., authorizing the execution and delivery on behalf of Borrower of this Amendment and the other instruments, documents or agreements executed and delivered by or on behalf of Borrower in connection herewith (all such instruments, documents or agreements executed and delivered in connection herewith by or on behalf of CBL Holdings I, Inc. or Borrower are hereinafter collectively referred to as the "Borrower Amendment Documents"); and (iv) as to the incumbency and genuineness of the signatures of the officers of CBL Holdings I, Inc. executing the Borrower Amendment Documents to which CBL Holdings I, Inc. or Borrower is a party; (d) a certificate of the Secretary of CBL Holdings I, Inc. dated as of the date hereof certifying (i) that the Partnership Agreements, Certificates of Limited Partnership, Articles of Incorporation, Articles of Organization, Bylaws and other organizational documents of each Loan Party owning a Collateral Call Extension Letter Property have not been modified since May 3, 2004; (ii) that attached thereto is a true and complete copy of Resolutions adopted by the Board of Directors of CBL Holdings I, Inc., authorizing the execution and delivery on behalf of each Loan Party owning a Collateral Property, the Guarantor Consents and the other instruments, documents or agreements executed and delivered by or on behalf of such Loan Parties in connection herewith (all such instruments, documents or agreements executed and delivered in connection herewith by or on behalf of CBL Holdings I, Inc. or any Loan Party are hereinafter collectively referred to as the "Loan Party Amendment Documents"); and (iii) as to the incumbency and genuineness of the signatures of the officers of CBL Holdings I, Inc. executing the Loan Party Amendment Documents to which any Loan Party is a party; (e) a certificate of the Secretary of CBL & Associates Properties, Inc. dated as of the date hereof certifying (i) that the Certificate of Incorporation and By-laws of CBL & Associates Properties, Inc. have not been modified since May 3, 2004; (ii) that attached thereto is a true and complete copy of Resolutions adopted by the Board of Directors of CBL & Associates Properties, Inc., authorizing the execution and delivery on behalf of CBL & Associates Properties, Inc. of this Amendment and the other instruments, documents or agreements executed and delivered by CBL & Associates Properties, Inc. in connection herewith (all such instruments, documents or agreements executed and delivered in connection herewith by or on behalf of CBL Holdings I, Inc., Borrower or any Subpartnership are hereinafter collectively referred to as the "Properties Amendment Documents"); and (iii) as to the incumbency and genuineness of the signatures of the officers of CBL & Associates Properties, Inc. executing the Properties Amendment Documents to which CBL & Associates Properties, Inc. is a party; (f) the opinions of Borrower's in-house counsel, addressed to Agent and each Lender and satisfactory in form and substance to Agent, covering such matters relating to the transaction contemplated by this Amendment as Agent may reasonably request; and (g) payment to Agent, for the benefit of Lenders, of all loan fees due in connection with this Amendment. Upon fulfillment of the foregoing conditions precedent, this Amendment shall become effective as of the date first above written when and only when, on or before October 11, 2002, the following conditions shall have been satisfied: (a) NRG Energy and each of its Subsidiaries indicated on the signature pages hereto (each such Person being referred to herein as a "NRG PARTY") shall have executed and delivered to each of the Signing Agents a copy of this Second Collateral Call Extension Letter; (b) Each of the Signing Agents shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Lenders representing at least the Required Percentage under the relevant Primary Agreement required to consent to the Collateral Extension under the terms of such Primary Agreement, and Bane of America Securities Limited, as Killingholme Facility Agent, shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Killingholme Lenders representing at least the Required Percentage of the Killingholme Lenders under the terms of the Killingholme Facility Agreementhereof. (c) NRG Energy shall have delivered to each of the Agents the following financial and other information (which shall in the cases of clauses (i), (ii), (iii), (iv), (v) and (vi) be accompanied by a certificate of the chief financial officer or treasurer of NRG Energy to substantially the effect contemplated by paragraph 3(h)): (i) a 13-week forecast of cash flow and expenditures for NRG Energy and its Subsidiaries for the period commencing with the week of September 2, 2002 (the "CASH FORECAST"), which shall reflect the reasonable estimates by NRG Energy of opening cash balances, operating cash receipts and asset sale and other cash receipts and capital, operating and other expenditures on an as received and as made basis. The Cash Forecast shall include separate forecasts on a consolidating and consolidated basis in a form reasonably acceptable to FTI Policano & Manzo, LLC. Schedules to the Cash Forecast shall include a specific schedule of anticipated payments to Affiliates of NRG Energy and a listing of payments of principal of and interest on the Debt of NRG Energy and its Subsidiaries due during such period (including the dates when due and any applicable grace periods and whether or not such payments are anticipated to be made) and of payments in respect of turbine orders by them due during such period (including whether or not such payments are anticipated to be made); (ii) a schedule of all material assets of NRG Energy and its Subsidiaries that are not subject to any material Liens and any recent material indications of the values thereof; (iii) a listing of all material agreements or instruments that prohibit or limit the ability of NRG Energy or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of the assets set forth in the previous clause (ii); (iv) to the extent not previously delivered pursuant to the Initial Collateral Call Extension Letter, a list, and copies, of all tax sharing agreements and arrangements, Debt Instruments, Capital Expenditure Agreements, Lease Agreements or Other Material Agreements (or any agreements or documents relating thereto or entered into or delivered in connection therewith) to which NRG Energy or any of its Subsidiaries are a party which require (A) that NRG Energy or such Subsidiary post cash collateral, letters of credit or other similar credit support or make certain equity contributions as a result of a decline in the credit rating of NRG Energy or the occurrence of any other similar credit event or

Conditions Precedent. This Second Collateral Call Extension Letter Subject to the other terms and conditions hereof, this Amendment shall not become effective until the Agent shall have received each of the following instruments, documents or agreements, each in form and substance satisfactory to the Agent: (a) counterparts of this Amendment duly executed and delivered by Borrower, Parent, Agent and each of the Lenders; (b) an acknowledgement and Consent executed by the Parent (the “Guarantor Consent”), consenting to this Amendment and the transactions contemplated hereby; (c) a certificate of the Secretary of CBL Holdings I, Inc. dated as of the date hereof certifying (i) that the Certificate of Incorporation and By-laws of CBL Holdings I, Inc. have not been modified since September 24, 2007; (ii) that the Partnership Agreement and Certificate of Limited Partnership of Borrower have not been modified since September 24, 2007; (iii) that attached thereto is a true and complete copy of Resolutions adopted by the Board of Directors of CBL Holdings I, Inc., authorizing the execution and delivery on behalf of Borrower of this Amendment and the other instruments, documents or agreements executed and delivered by or on behalf of Borrower in connection herewith (all such instruments, documents or agreements executed and delivered in connection herewith by or on behalf of CBL Holdings I, Inc. or Borrower are hereinafter collectively referred to as the “Borrower Amendment Documents”); and (iv) as to the incumbency and genuineness of the signatures of the officers of CBL Holdings I, Inc. executing the Borrower Amendment Documents to which CBL Holdings I, Inc. or Borrower is a party; (d) a certificate of the Secretary of CBL & Associates Properties, Inc. dated as of the date hereof certifying (i) that the Certificate of Incorporation and By-laws of CBL & Associates Properties, Inc. have not been modified since September 24, 2007; (ii) that attached thereto is a true and complete copy of Resolutions adopted by the Board of Directors of CBL & Associates Properties, Inc., authorizing the execution and delivery on behalf of CBL & Associates Properties, Inc. of this Amendment and the other instruments, documents or agreements executed and delivered by CBL & Associates Properties, Inc. in connection herewith (all such instruments, documents or agreements executed and delivered in connection herewith by or on behalf of CBL Holdings I, Inc., Borrower or any Subpartnership are hereinafter collectively referred to as the “Properties Amendment Documents”); and (iii) as to the incumbency and genuineness of the signatures of the officers of CBL & Associates Properties, Inc. executing the Properties Amendment Documents to which CBL & Associates Properties, Inc. is a party; (e) the opinion of Borrower’s counsel, addressed to Agent and each Lender and satisfactory in form and substance to Agent, covering such matters relating to the transaction contemplated by this Amendment as Agent may reasonably request; and (f) payment to Agent, for the benefit of Lenders, of all loan fees due in connection with this Amendment. Upon fulfillment of the foregoing conditions precedent, this Amendment shall become effective as of the date first above written when and only when, on or before October 11, 2002, the following conditions shall have been satisfied: (a) NRG Energy and each of its Subsidiaries indicated on the signature pages hereto (each such Person being referred to herein as a "NRG PARTY") shall have executed and delivered to each of the Signing Agents a copy of this Second Collateral Call Extension Letter; (b) Each of the Signing Agents shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Lenders representing at least the Required Percentage under the relevant Primary Agreement required to consent to the Collateral Extension under the terms of such Primary Agreement, and Bane of America Securities Limited, as Killingholme Facility Agent, shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Killingholme Lenders representing at least the Required Percentage of the Killingholme Lenders under the terms of the Killingholme Facility Agreementhereof. (c) NRG Energy shall have delivered to each of the Agents the following financial and other information (which shall in the cases of clauses (i), (ii), (iii), (iv), (v) and (vi) be accompanied by a certificate of the chief financial officer or treasurer of NRG Energy to substantially the effect contemplated by paragraph 3(h)): (i) a 13-week forecast of cash flow and expenditures for NRG Energy and its Subsidiaries for the period commencing with the week of September 2, 2002 (the "CASH FORECAST"), which shall reflect the reasonable estimates by NRG Energy of opening cash balances, operating cash receipts and asset sale and other cash receipts and capital, operating and other expenditures on an as received and as made basis. The Cash Forecast shall include separate forecasts on a consolidating and consolidated basis in a form reasonably acceptable to FTI Policano & Manzo, LLC. Schedules to the Cash Forecast shall include a specific schedule of anticipated payments to Affiliates of NRG Energy and a listing of payments of principal of and interest on the Debt of NRG Energy and its Subsidiaries due during such period (including the dates when due and any applicable grace periods and whether or not such payments are anticipated to be made) and of payments in respect of turbine orders by them due during such period (including whether or not such payments are anticipated to be made); (ii) a schedule of all material assets of NRG Energy and its Subsidiaries that are not subject to any material Liens and any recent material indications of the values thereof; (iii) a listing of all material agreements or instruments that prohibit or limit the ability of NRG Energy or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of the assets set forth in the previous clause (ii); (iv) to the extent not previously delivered pursuant to the Initial Collateral Call Extension Letter, a list, and copies, of all tax sharing agreements and arrangements, Debt Instruments, Capital Expenditure Agreements, Lease Agreements or Other Material Agreements (or any agreements or documents relating thereto or entered into or delivered in connection therewith) to which NRG Energy or any of its Subsidiaries are a party which require (A) that NRG Energy or such Subsidiary post cash collateral, letters of credit or other similar credit support or make certain equity contributions as a result of a decline in the credit rating of NRG Energy or the occurrence of any other similar credit event or

Conditions Precedent. This Second Collateral Call Extension Letter Lender's agreement to make the loan to Issuer hereunder and to disburse the Loan Proceeds shall become effective as be subject to the condition precedent that Lender shall have received all of the date first above written when following, each in form and only when, on or before October 11, 2002, the following conditions shall have been satisfiedsubstance satisfactory to Lender: (a) NRG Energy this Loan Agreement, properly executed by Lender, Issuer and Borrower, and each of its Subsidiaries indicated on the signature pages Exhibits hereto (each such Person being referred to herein as a "NRG PARTY") shall have executed and delivered to each of the Signing Agents a copy of this Second Collateral Call Extension Letterproperly completed; (b) Each of the Signing Agents shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Lenders representing at least the Required Percentage under the relevant Primary Agreement required to consent to the Collateral Extension under the terms of such Primary Tax Agreement, properly executed by Issuer and Bane of America Securities Limited, as Killingholme Facility Agent, shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Killingholme Lenders representing at least the Required Percentage of the Killingholme Lenders under the terms of the Killingholme Facility Agreement.Borrower; (c) NRG Energy shall have delivered to each the Escrow Agreement, properly executed on behalf of the Agents the following financial Issuer, Lender, Borrower and other information Escrow Agent; (which shall in the cases of clauses (i), (ii), (iii), (iv), (vd) and (vi) be accompanied by a certificate of the chief financial officer Secretary or treasurer an Assistant Secretary of NRG Energy Borrower, certifying as to substantially (i) the effect contemplated resolutions of the board of directors and, if required, the shareholders of Borrower, authorizing the execution, delivery and performance of this Loan Agreement, the Escrow Agreement and the Tax Agreement and any related documents, (ii) the bylaws of Borrower, and (iii) the signatures of the officers or agents of Borrower authorized to execute and deliver this Loan Agreement, the Escrow Agreement and the Tax Agreement and other instruments, agreements and certificates on behalf of Borrower; (e) a copy of the Certificate of Incorporation of Borrower certified by paragraph 3(h)):the Secretary of State of the State of Delaware; (f) a Certificate of Good Standing issued by the Secretary of State of the State of Delaware to be dated not more than 10 days prior to the date of Closing; (g) a Certificate of Qualification issued by the Secretary of State of the State to be dated not more than 10 days prior to the date of Closing; (h) a Certificate of Status - Foreign Corporation issued by the Secretary of State of the State to be dated not more than 10 days prior to the date of Closing; (i) certificates of the insurance required hereunder, containing a 13-week forecast lender's loss payable clause or endorsement in favor of cash flow Lender and expenditures for NRG Energy and its Subsidiaries for naming the period commencing with the week of September 2, 2002 (the "CASH FORECAST"), which shall reflect the reasonable estimates by NRG Energy of opening cash balances, operating cash receipts and asset sale and other cash receipts and capital, operating and other expenditures on Lender as an as received and as made basis. The Cash Forecast shall include separate forecasts on a consolidating and consolidated basis in a form reasonably acceptable to FTI Policano & Manzo, LLC. Schedules to the Cash Forecast shall include a specific schedule of anticipated payments to Affiliates of NRG Energy and a listing of payments of principal of and interest on the Debt of NRG Energy and its Subsidiaries due during such period (including the dates when due and any applicable grace periods and whether or not such payments are anticipated to be made) and of payments in respect of turbine orders by them due during such period (including whether or not such payments are anticipated to be made)additional insured; (iij) a schedule completed and executed Form 8038 or evidence of all material assets of NRG Energy and its Subsidiaries that are not subject to any material Liens and any recent material indications of filing thereof with the values thereofInternal Revenue Service; (iiik) a listing resolution or evidence of other official action taken by or on behalf of Issuer to authorize the transactions contemplated hereby; (l) evidence that the financing of the Equipment has been approved by the "applicable elected representative" (as defined in Section 147(f) of the Code) of the State, after a public hearing held upon reasonable notice; (m) a true and correct copy of any and all material agreements leases pursuant to which Borrower is leasing the property where the Equipment will be located, together with a landlord's disclaimer and consent with respect to each such lease; (n) as applicable, financing statements executed by Borrower and the User, as debtor, and naming Issuer, as secured party, and Lender, as assignee, and/or the original certificate of title or instruments that prohibit or limit the ability manufacturer's certificate of NRG Energy or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon origin and title application if any of the assets set forth in the previous clause (ii)Equipment is subject to certificate of title laws; (ivo) current searches of appropriate filing offices showing that (i) no state or federal tax liens have been filed and remain in effect against Borrower, (ii) no financing statements have been filed and remain in effect against Borrower relating to the extent not previously delivered Equipment except those financing statements filed by Lender and (iii) Lender has duly filed all financing statements necessary to perfect the security interest created pursuant to this Loan Agreement; (p) an opinion of counsel to Borrower, addressed to Lender and Issuer, in the Initial Collateral Call Extension Letterform attached hereto as Exhibit C; (q) an opinion of counsel to Issuer, a listaddressed to Lender, in form and copiessubstance satisfactory to Lender; (r) an opinion of special counsel, addressed to Issuer and Lender, in form and substance satisfactory to Issuer and Lender; (s) payment of all tax sharing agreements Lender's fees, commissions and arrangementsexpenses required by Section 12.01 hereof; (t) payment of Issuer's fees, Debt Instruments, Capital Expenditure Agreements, Lease Agreements or Other Material Agreements (or any agreements or documents relating thereto or entered into or delivered commissions and expenses incurred in connection therewithwith this Loan Agreement and the transactions contemplated hereby; (u) an investor letter of representation executed by Lender and addressed to which NRG Energy or any of its Subsidiaries are a party which require (A) that NRG Energy or such Subsidiary post cash collateralIssuer and Borrower, letters of credit or other similar credit support or make certain equity contributions as a result of a decline in the credit rating of NRG Energy or the occurrence of any other similar credit event orform attached hereto as Exhibit D;

Conditions Precedent. This Second Collateral Call Extension Letter shall become effective as Prior to or at the time of the date first above written when and only when, on or before October 11, 2002any conveyance of an Engine pursuant to Section 11.04(a) hereof, the following conditions shall have been satisfiedLessee, at its own cost and expense will: (a) NRG Energy and each of its Subsidiaries indicated on the signature pages hereto (each such Person being referred to herein as a "NRG PARTY") shall have executed and delivered to each of the Signing Agents a copy of this Second Collateral Call Extension Letter; (b) Each of the Signing Agents shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Lenders representing at least the Required Percentage under the relevant Primary Agreement required to consent to the Collateral Extension under the terms of such Primary Agreement, and Bane of America Securities Limited, as Killingholme Facility Agent, shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Killingholme Lenders representing at least the Required Percentage of the Killingholme Lenders under the terms of the Killingholme Facility Agreement. (c) NRG Energy shall have delivered to each of the Agents the following financial and other information (which shall in the cases of clauses (i), (ii), (iii), (iv), (v) and (vi) be accompanied by a certificate of the chief financial officer or treasurer of NRG Energy to substantially the effect contemplated by paragraph 3(h)): (i) furnish the Indenture Trustee with an original of, and the Lessor with a 13-week forecast copy of, a full warranty b▇▇▇ of cash flow sale, in form and expenditures for NRG Energy and its Subsidiaries for the period commencing with the week of September 2, 2002 (the "CASH FORECAST"), which shall reflect the reasonable estimates by NRG Energy of opening cash balances, operating cash receipts and asset sale and other cash receipts and capital, operating and other expenditures on an as received and as made basis. The Cash Forecast shall include separate forecasts on a consolidating and consolidated basis in a form reasonably acceptable to FTI Policano & Manzo, LLC. Schedules substance satisfactory to the Cash Forecast shall include a specific schedule Lessor, with respect to such Replacement Engine together with an assignment in form and substance satisfactory to the Lessor of anticipated payments to Affiliates of NRG Energy any and all manufacturer's warranties applicable thereto and a listing of payments of principal of consent reasonably satisfactory to the Lessor and interest on the Debt of NRG Energy and its Subsidiaries due during Indenture Trustee from such period (including the dates when due and any applicable grace periods and whether or not manufacturer to such payments are anticipated to be made) and of payments in respect of turbine orders by them due during such period (including whether or not such payments are anticipated to be made)assignment; (ii) cause a schedule Lease Supplement covering such Replacement Engine to be duly executed by the Lessee and filed for recordation pursuant to the Transportation Code, or the applicable laws, rules and regulations of all material assets of NRG Energy and its Subsidiaries that are not subject to any material Liens and any recent material indications other jurisdiction in which the Aircraft may then be registered as permitted by Section 6.03(b) of the values thereofParticipation Agreement and, if the Engine being replaced was registered under the applicable laws of the jurisdiction in which the Aircraft is then registered, the Replacement Engine shall be registered in the same fashion; (iii) furnish the Lessor and the Indenture Trustee with a listing certificate of all material agreements or instruments a nationally recognized aircraft appraiser reasonably satisfactory to the Lessor certifying that prohibit or limit such Replacement Engine has a value and utility at least equal to, and is in as good operating condition as, the ability Engine replaced, assuming such Engine was in at least the condition and repair required by the terms of NRG Energy or any this Lease immediately prior to the occurrence of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any such Event of the assets set forth in the previous clause (ii)Loss; (iv) furnish the Lessor with such evidence of compliance with the insurance provisions of Article 13 hereof with respect to such Replacement Engine as the extent not previously delivered Lessor or the Indenture Trustee may reasonably request; (v) comply with the provisions of Section 9.08 of the Indenture; (vi) cause an Indenture and Security Agreement Supplement with respect to such Replacement Engine to be duly executed by the Lessor and the Indenture Trustee and recorded pursuant to the Initial Collateral Call Extension LetterTransportation Code, or the applicable laws, rules and regulations of any other jurisdiction in which the Aircraft may be registered as permitted by Section 6.03(b) of the Participation Agreement in order that the Indenture shall constitute a listfirst priority duly perfected Lien and security interest on and in respect of such Replacement Engine; (vii) take such other action, including the filing of UCC financing statements naming the Indenture Trustee as Secured Party with the Secretary of State of Connecticut and copiesa notice filing with the Secretary of State of Tennessee, as the Lessor or the Indenture Trustee may reasonably request in order that such Replacement Engine be duly and properly titled in the Lessor, leased under this Lease and subjected to the Lien of all tax sharing agreements the Indenture to the same extent as the replaced Engine; (viii) furnish the Lessor, the Owner Participant and arrangementsthe Indenture Trustee with an opinion (reasonably satisfactory in form and substance to the Lessor, Debt Instruments, Capital Expenditure Agreements, Lease Agreements or Other Material Agreements the Owner Participant and the Indenture Trustee) of counsel to the Lessee (or any agreements or documents relating thereto or entered into or delivered in connection therewithwhich may be the Lessee's General Counsel) addressed to which NRG Energy or any of its Subsidiaries are a party which require the Indenture Trustee and the Owner Participant to the effect that (A) the Lessor has good title to such Replacement Engine, and (B) such Replacement Engine has been validly subjected to the Lien of the Indenture (with the effect and result that NRG Energy or the Indenture constitutes a first priority duly perfected security interest and Lien on such Subsidiary post cash collateral, letters Replacement Engine); and (ix) take such other action as the Indenture Trustee may reasonably request in order that such Replacement Engine be duly and properly subjected to the Lien of credit or other similar credit support or make certain equity contributions the Indenture to the same extent as a result of a decline in the credit rating of NRG Energy or the occurrence of any other similar credit event orreplaced Engine.

Conditions Precedent. This Second Collateral Call Extension Letter The effectiveness of this Eighth Amendment is subject to the following: 6.1. Administrative Agent shall become effective as have received executed counterparts of this Eighth Amendment from the Credit Parties and all Lenders (including the Additional Lender and all Exiting Lenders). 6.2. Administrative Agent shall have received a certificate of the date first above written when Secretary or an Assistant Secretary of the Borrower and only wheneach Guarantor setting forth (i) resolutions of its board of directors (or comparable governing body) with respect to the authorization of the Borrower or such Guarantor to execute and deliver this Eighth Amendment and to enter into the transactions contemplated hereby (including, on or before October 11, 2002but not limited to, the following conditions shall have been satisfied: (a) NRG Energy and each of its Subsidiaries indicated on the signature pages hereto (each such Person being referred to herein as a "NRG PARTY") shall have executed and delivered to each extension of the Signing Agents a copy of this Second Collateral Call Extension Letter; (b) Each of the Signing Agents shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Lenders representing at least the Required Percentage under the relevant Primary Agreement required to consent to the Collateral Extension under the terms of such Primary Agreement, and Bane of America Securities Limited, as Killingholme Facility Agent, shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Killingholme Lenders representing at least the Required Percentage of the Killingholme Lenders under the terms of the Killingholme Facility Agreement. (c) NRG Energy shall have delivered to each of the Agents the following financial and other information (which shall in the cases of clauses (iMaturity Date), (ii)) the officers of the Borrower or such Guarantor (y) who are authorized to sign the Loan Documents to which the Borrower or such Guarantor is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii)) specimen signatures of such authorized officers, and (iv)) the articles or certificate of incorporation and bylaws (or comparable organizational documents for any Credit Parties that are not corporations) of the Borrower and such Guarantor, certified as being true and complete. The Administrative Agent and the Lenders may conclusively rely on such certificate until the Administrative Agent receives notice in writing from the Borrower to the contrary. 6.3. Administrative Agent shall have received certificates of the appropriate State agencies with respect to the existence, qualification and good standing of the Borrower and each Guarantor. 6.4. To the extent requested by the Additional Lender joining into the Credit Agreement pursuant to this Eighth Amendment, the Administrative Agent shall have received a duly executed Note payable to such Additional Lender, dated as of Eighth Amendment Effective Date. 6.5. Administrative Agent shall have received from each party thereto duly executed counterparts (vin such number as may be requested by the Administrative Agent) of all documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements and deeds of trust or amendments and supplements to existing deeds of trust securing the Credit Agreement, reasonably requested by the Administrative Agent to be filed, registered or recorded to create or continue, as applicable, the Liens granted by the Borrower and each Guarantor on Properties pursuant to the Security Instruments. In connection with the execution and delivery of such documents and instruments, the Administrative Agent shall be reasonably satisfied that the Security Instruments will, when such documents or instruments are properly recorded (or when applicable financing statements related thereto are properly filed or such other actions needed to perfect are taken) continue to perfect the first priority, perfected Liens (subject only to Excepted Liens and other Liens permitted by Section 9.03 of the Credit Agreement) on (A) at least 80% of the PV-9 of the Oil and Gas Properties evaluated in the most recent Reserve Report delivered pursuant to Section 8.11 of the Credit Agreement and (viB) all other Property purported to be accompanied by a certificate pledged as collateral pursuant to the Security Instruments. 6.6. Administrative Agent shall have received an opinion of the chief financial officer or treasurer of NRG Energy to substantially the effect contemplated by paragraph 3(h)): (i) a 13-week forecast of cash flow ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP in form and expenditures for NRG Energy and its Subsidiaries for the period commencing with the week of September 2, 2002 (the "CASH FORECAST"), which shall reflect the reasonable estimates by NRG Energy of opening cash balances, operating cash receipts and asset sale and other cash receipts and capital, operating and other expenditures on an as received and as made basis. The Cash Forecast shall include separate forecasts on a consolidating and consolidated basis in a form substance reasonably acceptable to FTI Policano & Manzo, LLC. Schedules to the Cash Forecast shall include a specific schedule of anticipated payments to Affiliates of NRG Energy and a listing of payments of principal of and interest on the Debt of NRG Energy Administrative Agent and its Subsidiaries due during such period (including the dates when due counsel, and any applicable grace periods and whether or not such payments are anticipated to be made) and of payments in respect of turbine orders by them due during such period (including whether or not such payments are anticipated to be made); (ii) a schedule of all material assets of NRG Energy ▇▇▇▇▇ Lord LLP in form and substance reasonably acceptable to the Administrative Agent and its Subsidiaries that are not subject counsel. 6.7. Administrative Agent shall have received all fees and other amounts due and payable to the Administrative Agent or any material Liens Lenders in connection with this Eighth Amendment. 6.8. Administrative Agent shall have received such other documents as Administrative Agent or special counsel to Administrative Agent may reasonably request. Administrative Agent shall notify Borrower and any recent material indications the Lenders of the values thereof; (iii) a listing effectiveness of all material agreements or instruments that prohibit or limit the ability of NRG Energy or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of the assets set forth in the previous clause (ii); (iv) to the extent not previously delivered pursuant to the Initial Collateral Call Extension Letter, a listthis Eighth Amendment, and copies, of all tax sharing agreements such notice shall be conclusive and arrangements, Debt Instruments, Capital Expenditure Agreements, Lease Agreements or Other Material Agreements (or any agreements or documents relating thereto or entered into or delivered in connection therewith) to which NRG Energy or any of its Subsidiaries are a party which require (A) that NRG Energy or such Subsidiary post cash collateral, letters of credit or other similar credit support or make certain equity contributions as a result of a decline in the credit rating of NRG Energy or the occurrence of any other similar credit event orbinding.

Conditions Precedent. This Second Collateral Call Extension Letter shall (a) A Request for a Loan to be used in and towards the cost of acquiring a vessel which a Borrower wishes to become effective as an Additional Vessel may not be given until the Facility Agent has notified that Borrower and the Lenders that it has received satisfactory evidence that the vessel to be acquired will become an Additional Vessel at the Applicable Time (being not more than five Business Days after the date of the date first above written Request or such shorter period as the Facility Agent may agree), in form and substance satisfactory to the Facility Agent. The Facility Agent must give this notification promptly upon being so satisfied. (b) Other than to the extent that the Majority Lenders notify the Facility Agent in writing to the contrary before the Facility Agent gives the notification described in paragraph (a) above, the Lenders authorise (but do not require) the Facility Agent to give that notification. The Facility Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification. (c) A Loan shall be drawn down when and only when, on or before October 11, 2002, the following conditions shall have been satisfied: (a) NRG Energy and each of its Subsidiaries indicated on the signature pages hereto (each such Person being referred to herein as a "NRG PARTY") shall have executed and delivered to each Facility Agent has received all of the Signing Agents a copy documents and evidence set out in Part 1 of this Second Collateral Call Extension Letter; Schedule 2 (bInitial Conditions Precedent Documents) Each of the Signing Agents shall have executed in form and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Lenders representing at least the Required Percentage under the relevant Primary Agreement required to consent substance satisfactory to the Collateral Extension under the terms of such Primary Agreement, and Bane of America Securities Limited, as Killingholme Facility Agent, shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Killingholme Lenders representing at least the Required Percentage of the Killingholme Lenders under the terms of the Killingholme Facility Agreement. (cd) NRG Energy A Loan to be used in and towards financing or refinancing the cost of acquiring an Additional Vessel shall have delivered to each of the Agents the following financial and other information (which shall in the cases of clauses (i), (ii), (iii), (iv), (v) and (vi) not be accompanied by a certificate of the chief financial officer or treasurer of NRG Energy to substantially the effect contemplated by paragraph 3(h)):drawn down until: (i) the owner (or the person to become the owner) of the relevant Additional Vessel (if not already a 13-week forecast of cash flow Borrower and expenditures for NRG Energy a Guarantor) has become a Borrower and its Subsidiaries for the period commencing a Guarantor in accordance with the week of September 2, 2002 Clause 26 (the "CASH FORECAST"), which shall reflect the reasonable estimates by NRG Energy of opening cash balances, operating cash receipts and asset sale and other cash receipts and capital, operating and other expenditures on an as received and as made basis. The Cash Forecast shall include separate forecasts on a consolidating and consolidated basis in a form reasonably acceptable to FTI Policano & Manzo, LLC. Schedules Changes to the Cash Forecast shall include a specific schedule of anticipated payments to Affiliates of NRG Energy and a listing of payments of principal of and interest on the Debt of NRG Energy and its Subsidiaries due during such period (including the dates when due and any applicable grace periods and whether or not such payments are anticipated to be madeObligors) and the Facility Agent has received all of payments the documents and evidence set out in respect Part 3 of turbine orders by them due during such period Schedule 2 (including whether or not such payments are anticipated Additional Obligor Conditions Precedent) in form and substance satisfactory to be made)the Facility Agent; (ii) a schedule of the Facility Agent has received all material assets of NRG Energy and its Subsidiaries that are not subject to any material Liens and any recent material indications of the values thereofdocuments and evidence set out in Paragraph 1 (Borrowers) of Part 2 of Schedule 2 (Additional Vessel Conditions Precedent) in form and substance satisfactory to the Facility Agent; (iii) a listing of in relation to that Additional Vessel, the Facility Agent’s confirmation to the Lenders that it has received evidence reasonably satisfactory to it that it will receive, on the Utilisation Date or the Delivery Date (whichever is the later), all material agreements or instruments that prohibit or limit the ability of NRG Energy or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of the assets documents and evidence set forth out in the previous clause Part 2 of Schedule 2 (Additional Vessel Conditions Precedent) (other than as already delivered under paragraph (ii);) above) in form and substance satisfactory to the Facility Agent; and (iv) in relation to that Additional Vessel, the Facility Agent’s confirmation to the extent Lenders that it has received evidence reasonably satisfactory to it that it will receive, promptly following the Delivery Date, all of the documents and evidence set out in Schedule 4 (Conditions subsequent to drawing). (e) A Loan may not previously delivered be drawn by GSLS as Borrower until the Parent has granted security over the entire issued share capital of GSLS pursuant to a share charge in form and substance satisfactory to the Initial Collateral Call Extension Letter, a list, and copies, of all tax sharing agreements and arrangements, Debt Instruments, Capital Expenditure Agreements, Lease Agreements or Other Material Agreements (or any agreements or documents relating thereto or entered into or delivered in connection therewith) to which NRG Energy or any of its Subsidiaries are a party which require (A) that NRG Energy or such Subsidiary post cash collateral, letters of credit or other similar credit support or make certain equity contributions as a result of a decline in the credit rating of NRG Energy or the occurrence of any other similar credit event orFacility Agent.

Conditions Precedent. This Second Collateral Call Extension The obligation of Lender to fund the Term Loan, to fund the initial Revolving Loan, and to issue or cause to be issued any initial Letter shall become effective as of Credit, is subject to the date first above written when and only when, satisfaction or waiver on or before October 11, 2002, the date hereof of the following conditions shall have been satisfiedprecedent: (a) NRG Energy and each of its Subsidiaries indicated on the signature pages hereto (each such Person being referred to herein as a "NRG PARTY") Lender shall have executed and delivered to received each of the Signing Agents a copy of this Second Collateral Call Extension Letteragreements, opinions, reports, approvals, consents, certificates, registrations and other documents set forth on the closing document list attached hereto (including the documents) as Schedule 17(a) (the "CLOSING AGENDA") in each case in form and substance satisfactory to Lender; (b) Each of the Signing Agents Since September 30, 2004, no event shall have executed and delivered occurred which has had or could reasonably be expected to NRG Energy have a copy of this Second Collateral Call Extension Letter Material Adverse Effect on behalf of Lenders representing at least the Required Percentage under the relevant Primary Agreement required to consent to the Collateral Extension under the terms of such Primary Agreement, and Bane of America Securities Limitedany Obligor, as Killingholme Facility Agent, shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Killingholme Lenders representing at least the Required Percentage of the Killingholme Lenders under the terms of the Killingholme Facility Agreement.determined by Lender in its sole discretion; (c) NRG Energy Lender shall have delivered received payment in full of all fees and expenses payable to each it by Borrower or any other Person in connection herewith, on or before disbursement of the Agents initial Loans hereunder; (d) Lender shall have determined that, immediately after giving effect to (A) the following financial making of the initial Loans, including without limitation the Term Loan and other information (which shall in the cases of clauses (i)Revolving Loans, if any, requested to be made on the date hereof, (ii)B) the issuance of any initial Letter of Credit, if any, requested to be made on such date, (iii)C) the payment of all fees due upon such date, (iv)D) the payment or reimbursement by Borrower of Lender for all closing costs and expenses incurred in connection with the transactions contemplated hereby, (v) and (viE) be accompanied any reserves maintained by a certificate Lender, Borrower has Excess Availability of not less than One Million Canadian Dollars (Cdn.$1,000,000) ; (e) Satisfactory completion of Lender's due diligence and credit investigation, including an examination by Lender and/or an independent firm of the chief books and records and an assessment of the adequacy of systems and procedures to facilitate Lender's effective ongoing monitoring and assessment of its collateral position; (f) Satisfactory review by Lender of the most recent management prepared interim statements of Borrower and Guarantor evidencing no material changes that would result in material amendment to the financial officer forecasts presented; (g) Guarantor's initial public offering to have been completed prior to the Closing Date and shall have generated no less than net proceeds of Fifteen Million Canadian Dollars (Cdn.$15,000,000); (h) Guarantor shall have provided the Borrower with a capital infusion on or treasurer prior to the Closing Date in an amount not less than Ten Million Three Hundred and Fifty Thousand Canadian Dollars (Cdn.$10,350,000) or such higher amount as may be required to complete the acquisition of NRG Energy to substantially the effect contemplated by paragraph 3(h)):▇▇▇▇▇▇ Road assets from ▇▇▇▇▇▇ Steel Tube Co., Ltd. after including financing available hereunder. (i) Delivery of a 13-week forecast lease agreement between 1387746 Ontario Inc. (owner of cash flow and expenditures for NRG Energy and its Subsidiaries for the period commencing with the week of September 2premises located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, 2002 (the "CASH FORECAST")Mississauga, which shall reflect the reasonable estimates by NRG Energy of opening cash balances, operating cash receipts and asset sale and other cash receipts and capital, operating and other expenditures on an as received and as made basis. The Cash Forecast shall include separate forecasts on a consolidating and consolidated basis in a form reasonably acceptable to FTI Policano & Manzo, LLC. Schedules to the Cash Forecast shall include a specific schedule of anticipated payments to Affiliates of NRG Energy and a listing of payments of principal of and interest on the Debt of NRG Energy and its Subsidiaries due during such period (including the dates when due and any applicable grace periods and whether or not such payments are anticipated to be madeOntario) and of payments in respect of turbine orders by them due during such period (including whether or not such payments are anticipated Borrower on terms satisfactory to be made)Lender; (ii) a schedule of all material assets of NRG Energy and its Subsidiaries that are not subject to any material Liens and any recent material indications of the values thereof; (iii) a listing of all material agreements or instruments that prohibit or limit the ability of NRG Energy or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of the assets set forth in the previous clause (ii); (iv) to the extent not previously delivered pursuant to the Initial Collateral Call Extension Letter, a list, and copies, of all tax sharing agreements and arrangements, Debt Instruments, Capital Expenditure Agreements, Lease Agreements or Other Material Agreements (or any agreements or documents relating thereto or entered into or delivered in connection therewith) to which NRG Energy or any of its Subsidiaries are a party which require (A) that NRG Energy or such Subsidiary post cash collateral, letters of credit or other similar credit support or make certain equity contributions as a result of a decline in the credit rating of NRG Energy or the occurrence of any other similar credit event or

Conditions Precedent. This Second Collateral Call Extension Letter The modifications to be effected pursuant to Section 1 above shall become effective as of the date first written above written when and only when, on or before October 11, 2002, upon receipt by the following conditions shall have been satisfied: (a) NRG Energy and each Trustee of its Subsidiaries indicated on the signature pages hereto (each such Person being referred to herein as a "NRG PARTY") shall have executed and delivered to each of the Signing Agents following: (i) a copy Responsible Officer’s certificate of the Issuer (A) evidencing the authorization by Issuer Resolution of the execution and delivery of this Second Collateral Call Extension Letter; (b) Each of the Signing Agents shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Lenders representing at least the Required Percentage under the relevant Primary Agreement required to consent to Supplemental Indenture, the Collateral Extension under Management Agreement, the terms of such Primary Collateral Administration Agreement, the EU/UK Retention Agreement, the Loan Agreement, and Bane the execution, authentication and delivery of America Securities Limitedthe Replacement Debt applied for by it and specifying the Stated Maturity, as Killingholme Facility Agentprincipal amount and Interest Rate of each Class of Replacement Debt to be authenticated and delivered, shall have executed and delivered to NRG Energy a (B) certifying that (1) the attached copy of this Second Collateral Call Extension Letter the Issuer Resolution is a true and complete copy thereof, (2) such Issuer Resolution has not been rescinded and is in full force and effect on behalf of Killingholme Lenders representing at least the Required Percentage and as of the Killingholme Lenders under Refinancing Date and (3) the terms of Officers authorized to execute and deliver such documents hold the Killingholme Facility Agreement. (c) NRG Energy shall offices and have delivered to each of the Agents the following financial and other information (which shall in the cases of clauses (i), signatures indicated thereon; (ii), ) from the Issuer either (iii), (iv), (vA) and (vi) be accompanied by a certificate of the chief financial officer Issuer or treasurer other official document evidencing the due authorization, approval or consent of NRG Energy any governmental body or bodies, at the time having jurisdiction in the premises, together with an Opinion of Counsel of the Issuer that no other authorization, approval or consent of any governmental body is required for the valid issuance or incurrence of the Replacement Debt, or (B) an Opinion of Counsel of the Issuer that no other authorization, approval or consent of any governmental body is required for the valid issuance or incurrence of such Replacement Debt except as have been given (provided that the opinions delivered pursuant to substantially clause (iii) below may satisfy the effect contemplated by paragraph 3(hrequirement)): ; (iii) opinions of (i) a 13-week forecast of cash flow and expenditures for NRG Energy and its Subsidiaries for the period commencing with the week of September 2Dechert LLP, 2002 (the "CASH FORECAST"), which shall reflect the reasonable estimates by NRG Energy of opening cash balances, operating cash receipts and asset sale and other cash receipts and capital, operating and other expenditures on an as received and as made basis. The Cash Forecast shall include separate forecasts on a consolidating and consolidated basis in a form reasonably acceptable to FTI Policano & Manzo, LLC. Schedules special U.S. counsel to the Cash Forecast shall include a specific schedule of anticipated payments to Affiliates of NRG Energy Issuer and a listing of payments of principal of and interest on the Debt of NRG Energy and its Subsidiaries due during such period (including the dates when due and any applicable grace periods and whether or not such payments are anticipated to be made) and of payments in respect of turbine orders by them due during such period (including whether or not such payments are anticipated to be made); Collateral Manager, (ii) a schedule of all material assets of NRG Energy ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel to the Trustee, and its Subsidiaries that are not subject to any material Liens and any recent material indications of the values thereof; (iii) ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, P.A., Delaware counsel to the Issuer, in each case dated the Refinancing Date, in form and substance satisfactory to the Issuer; (iv) a listing Responsible Officer’s certificate of all material agreements the Issuer stating that, to the best of the signing Responsible Officer’s knowledge, the Issuer is not in default under the Original Indenture and that the issuance and incurrence of the Replacement Debt applied for by it shall not result in a default or instruments that prohibit or limit the ability a breach of NRG Energy or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of the assets set forth in the previous clause (ii); (iv) to the extent not previously delivered pursuant to the Initial Collateral Call Extension Letterterms, conditions or provisions of, or constitute a list, and copies, of all tax sharing agreements and arrangements, Debt Instruments, Capital Expenditure Agreements, Lease Agreements or Other Material Agreements (or any agreements or documents relating thereto or entered into or delivered in connection therewith) to which NRG Energy or any of its Subsidiaries are a party which require (A) that NRG Energy or such Subsidiary post cash collateral, letters of credit or other similar credit support or make certain equity contributions as a result of a decline in the credit rating of NRG Energy or the occurrence of any other similar credit event ordefault under,

Conditions Precedent. This Second Collateral Call Extension Letter shall become effective as The obligation of the date first above written when Lender to make any Advance shall be subject to the condition precedent that the Borrower shall be in compliance with the conditions contained in Section 3.02 below and only when, the further condition precedent that the Lender shall have received on or before October 11the date of the Advance the following, 2002, each duly executed and satisfactory to the following conditions shall have been satisfiedLender in form and substance: (a) NRG Energy and each of its Subsidiaries indicated on the signature pages hereto (each such Person being referred to herein as a "NRG PARTY") shall have executed and delivered to each of the Signing Agents a copy of this Second Collateral Call Extension LetterThe Loan Documents; (b) Each The Organizational Documents certified by the Secretary of the Signing Agents shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Lenders representing at least the Required Percentage under the relevant Primary Agreement required to consent to the Collateral Extension under the terms of such Primary Agreement, and Bane of America Securities LimitedBorrower or any Credit Party, as Killingholme Facility Agent, shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Killingholme Lenders representing at least the Required Percentage of the Killingholme Lenders under the terms of the Killingholme Facility Agreement.applicable; (c) NRG Energy shall have delivered Copies of such Leases requested by Lender; (d) Due diligence and underwriting materials, in form and content satisfactory to Lender in its sole discretion, to be used by Lender to underwrite the market value of the Properties; (e) With respect to each Property, an extended coverage ALTA Mortgagee’s Policy of Title Insurance issued by the Title Company in such form as Lender reasonably requires and containing such endorsements as Lender reasonably requires; (f) Appropriate searches conducted in the required offices in the applicable jurisdictions showing no tax liens, bankruptcies, judgments or other liens affecting the Credit Parties or the Properties; (g) Evidence of policies or certificates of property insurance (including rent loss insurance) and comprehensive general liability insurance required by Lender in its sole discretion, with all such insurance in full force and effect; (h) Flood Certificates issued by a national flood plain search company on FEMA Form No. 81-93 in accordance with the provisions of the Agents National Flood Insurance Act of 1968, the following financial Flood Disaster Protection Act of 1973 and other information the National Flood Insurance Reform Act of 1994 certifying that each Property is not located in a special flood hazard area (which shall in as determined by the cases of clauses (iFederal Emergency Management Agency), (ii), (iii), (iv), (v) and (vi) be accompanied by a certificate of the chief financial officer or treasurer of NRG Energy to substantially the effect contemplated by paragraph 3(h)):; (i) a 13-week forecast Such financial statements of cash flow and expenditures for NRG Energy and its Subsidiaries for the period commencing with Credit Parties as the week of September 2, 2002 (the "CASH FORECAST"), which shall reflect the reasonable estimates by NRG Energy of opening cash balances, operating cash receipts and asset sale and other cash receipts and capital, operating and other expenditures on an as received and as made basis. The Cash Forecast shall include separate forecasts on a consolidating and consolidated basis in a form Lender may reasonably acceptable to FTI Policano & Manzo, LLC. Schedules to the Cash Forecast shall include a specific schedule of anticipated payments to Affiliates of NRG Energy and a listing of payments of principal of and interest on the Debt of NRG Energy and its Subsidiaries due during such period (including the dates when due and any applicable grace periods and whether or not such payments are anticipated to be made) and of payments in respect of turbine orders by them due during such period (including whether or not such payments are anticipated to be made)require; (iij) a schedule of all material assets of NRG Energy A closing statement prepared by the Title Company and its Subsidiaries that are not subject to any material Liens and any recent material indications of the values thereofapproved by Lender; (iiik) a listing Payment of the Origination Fee to Lender; and (l) Payment of all material agreements or instruments that prohibit or limit of Lender’s fees and costs associated with the ability of NRG Energy or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of the assets set forth in the previous clause (ii); (iv) to the extent not previously delivered pursuant to the Initial Collateral Call Extension Letter, a list, and copies, of all tax sharing agreements and arrangements, Debt Instruments, Capital Expenditure Agreements, Lease Agreements or Other Material Agreements (or any agreements or documents relating thereto or entered into or delivered in connection therewith) to which NRG Energy or any of its Subsidiaries are a party which require (A) that NRG Energy or such Subsidiary post cash collateral, letters of credit or other similar credit support or make certain equity contributions as a result of a decline in the credit rating of NRG Energy or the occurrence of any other similar credit event orRevolving Credit Facility.

Conditions Precedent. This Second Collateral Call Extension Letter shall become effective ☐ The borrowing under the First Out First Lien Term Loan on the Backstop Closing Date (or, as applicable, the consummation of the date first above written when and only when, on or before October 11, 2002, the following conditions shall have been satisfied: (a) NRG Energy and each of its Subsidiaries indicated First-Out Closing on the signature pages hereto Closing Date), and the effectiveness, incurrence, and availability (each such Person being referred to herein as a "NRG PARTY"applicable) shall have executed and delivered to of each of the Signing Agents a copy of this Second Collateral Call Extension Letter; (b) Each applicable First Lien Credit Facilities, shall be subject solely to the satisfaction or waiver of the Signing Agents shall have executed and delivered to NRG Energy a copy conditions set forth in Section 10 of this Second Collateral Call Extension Letter on behalf of Lenders representing at least the Required Percentage under TSA. ☐ Notwithstanding anything in the relevant Primary Agreement required to consent TSA, the Definitive Documents or any other letter agreement or other undertaking concerning the Transactions to the Collateral Extension under the terms of such Primary Agreementcontrary, and Bane of America Securities Limited, as Killingholme Facility Agent, shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Killingholme Lenders representing at least the Required Percentage of the Killingholme Lenders under the terms of the Killingholme Facility Agreement. (c) NRG Energy Definitive Documents shall have delivered to each be in forms such that they do not impair the availability of the Agents First Lien Credit Facilities on the following financial and other information (which shall applicable Closing Date, as contemplated by this Term Sheet, if the conditions set forth in Section 10 of the TSA are satisfied. Notwithstanding anything herein or in the cases TSA to the contrary, to the extent any lien search, guaranty or any collateral (or the creation or perfection of clauses any security interest therein) is not or cannot be provided and/or perfected on the Backstop Closing Date or other applicable Closing Date (iother than (x) delivery of stock or other equity certificates of Borrower (by ▇▇▇▇▇▇▇▇ Broadcast Group, LLC), subsidiaries of the Borrower or other Loan Parties which are subsidiaries of the Borrower (ii), (iii), (iv), (vto the extent required hereunder) and (viy) the perfection of security interests in assets with respect to which a lien may be accompanied perfected by the filing of a certificate financing statement under the Uniform Commercial Code) after the Borrower’s use of commercially reasonable efforts to do so, then the provision of such lien search, guaranty or collateral (or the creation or perfection of any security interest therein) shall not constitute a condition precedent to the availability of the chief financial officer applicable First Lien Credit Facilities on the Backstop Closing Date or treasurer of NRG Energy other applicable Closing Date, but instead shall be required to substantially be delivered within 90 days after the effect contemplated applicable Closing Date (or such later date as may be reasonably agreed by paragraph 3(h)): (i) a 13-week forecast of cash flow and expenditures for NRG Energy and its Subsidiaries the collateral agent for the period commencing with the week of September 2, 2002 (the "CASH FORECAST"First Lien Credit Facilities), which shall reflect the reasonable estimates by NRG Energy of opening cash balances, operating cash receipts and asset sale and other cash receipts and capital, operating and other expenditures on an as received and as made basis. The Cash Forecast shall include separate forecasts on a consolidating and consolidated basis in a form reasonably acceptable to FTI Policano & Manzo, LLC. Schedules to the Cash Forecast shall include a specific schedule of anticipated payments to Affiliates of NRG Energy and a listing of payments of principal of and interest on the Debt of NRG Energy and its Subsidiaries due during such period (including the dates when due and any applicable grace periods and whether or not such payments are anticipated to be made) and of payments in respect of turbine orders by them due during such period (including whether or not such payments are anticipated to be made); (ii) a schedule of all material assets of NRG Energy and its Subsidiaries that are not subject to any material Liens and any recent material indications of the values thereof; (iii) a listing of all material agreements or instruments that prohibit or limit the ability of NRG Energy or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of the assets set forth in the previous clause (ii); (iv) to the extent not previously delivered pursuant to the Initial Collateral Call Extension Letter, a list, and copies, of all tax sharing agreements and arrangements, Debt Instruments, Capital Expenditure Agreements, Lease Agreements or Other Material Agreements (or any agreements or documents relating thereto or entered into or delivered in connection therewith) to which NRG Energy or any of its Subsidiaries are a party which require (A) that NRG Energy or such Subsidiary post cash collateral, letters of credit or other similar credit support or make certain equity contributions as a result of a decline in the credit rating of NRG Energy or the occurrence of any other similar credit event or.

Conditions Precedent. This Second Collateral Call Extension Letter 5.1 The Lender's agreement to consent to the Borrowers' requests referred to in Recital F hereof is subject to the condition that the Lender shall become effective as of have received the date first above written when following in form and only whensubstance satisfactory to the Lender, in all respects on or before October 11, 2002, the following conditions shall have been satisfiedprior to 31 January 2012: (a) NRG Energy certificate of incumbency of each Borrower and each the Seanergy Holdings Guarantor signed by its secretary or a director thereof, stating, inter alia, the officers and/or directors of same and that no amendment has been effected to its Subsidiaries indicated on Articles of Incorporation and By-Laws or its Memorandum and Articles of Association, as the signature pages hereto (each such Person being referred to herein as a "NRG PARTY") shall have executed and delivered to each case may be, from the date of the Signing Agents a copy Financial Agreement until the date of this Second Collateral Call Extension Lettersuch certificate, or advising of any change thereto by attaching the relevant amendment to the certificate; (b) Each certificate of incumbency of MCS signed by its secretary or a director thereof stating, inter alia, the Signing Agents shall have executed officers and/or directors of MCS and delivered to NRG Energy a copy attaching its Memorandum of this Second Collateral Call Extension Letter on behalf of Lenders representing at least the Required Percentage under the relevant Primary Agreement required to consent to the Collateral Extension under the terms of such Primary Agreement, Association and Bane of America Securities Limited, as Killingholme Facility Agent, shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Killingholme Lenders representing at least the Required Percentage of the Killingholme Lenders under the terms of the Killingholme Facility Agreement.Bye-Laws thereof together with all amendments thereto; (c) NRG Energy shall have certificate or other evidence in respect of the existence and good standing of each Borrower, the Seanergy Holdings Guarantor and MCS dated not more than fifteen (15) days before the date of this Addendum No. 4; (d) minutes of meeting of the directors and shareholders, or resolutions of the directors and shareholders of each Borrower and resolutions of the directors of the Seanergy Holdings Guarantor at which there was approved the entry into execution delivery and performance of this Addendum No. 4, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto to which the relevant Borrower is a party; (e) evidence of the due authority of any person signing this Addendum No. 4, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto on behalf of each Borrower and the Seanergy Holdings Guarantor; (f) the Supplemental Security Documents referred to in Clause 4, all duly executed, delivered to each the Lender and where appropriate duly registered with the relevant authorities; (g) the original share certificates in respect of all issued shares of MCS; (h) prepayment of the Agents the following financial and other information Revolving Facility by an amount of Three million Two hundred thousand Dollars (which shall in the cases of clauses (i$3,200,000), (ii), (iii), (iv), (v) and (vi) be accompanied by a certificate of the chief financial officer or treasurer of NRG Energy to substantially the effect contemplated by paragraph 3(h)):; (i) a 13-week forecast confirmation from any agents for service of cash flow process nominated in this Addendum No. 4 and expenditures for NRG Energy and its Subsidiaries elsewhere in the Supplemental Security Documents for the period commencing acceptance of any notice of service of process that they consent to such nomination; (j) opinions from lawyers appointed by the Lender at the Borrowers' expense as to all such aspects of law as the Lender shall deem relevant for this Addendum No. 4 and the Supplemental Security Documents and any other documents executed pursuant thereto or hereto; (k) evidence that the present majority shareholders of the Seanergy Holdings Guarantor through their affiliated entities have proceeded with an equity contribution of Ten million Dollars ($10,000,000) in the week of September 2, 2002 Seanergy Holdings Guarantor; (the "CASH FORECAST"), which shall reflect the reasonable estimates by NRG Energy of opening cash balances, operating cash receipts and asset sale and other cash receipts and capital, operating and other expenditures on an as received and as made basis. The Cash Forecast shall include separate forecasts on a consolidating and consolidated basis in a form reasonably acceptable to FTI Policano & Manzo, LLC. Schedules l) payment to the Cash Forecast shall include a specific schedule Lender of anticipated payments to Affiliates an amount of NRG Energy and a listing of payments of principal of and interest on the Debt of NRG Energy and its Subsidiaries due during such period Ten thousand Euros (including the dates when due and any applicable grace periods and whether or not such payments are anticipated to be made€10,000) and of payments plus value added tax thereon in respect of turbine orders by them due during such period (including whether or not such payments are anticipated to be made);legal fees of the Greek and English legal advisors of the Lender in respect of this Addendum No. 4 and the Supplemental Security Documents; and (iim) a schedule of all material assets of NRG Energy and its Subsidiaries that are not subject payment to any material Liens and any recent material indications the Lender of the values thereof; (iii) a listing of all material agreements or instruments that prohibit or limit the ability of NRG Energy or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any fees of the assets set forth M▇▇▇▇▇▇▇ Islands, Bahamian, British Virgin Islands and Bermuda legal counsels of the Lender. PROVIDED HOWEVER THAT the Lender may in the previous clause (ii); (iv) its absolute discretion consent to the extent Borrowers' request referred to in Recital G hereof notwithstanding that all the conditions specified in this Clause 5.1 have not previously delivered pursuant been fulfilled and in this event the Borrowers hereby covenant to procure the Initial Collateral Call Extension Letter, a list, and copies, fulfilment of all tax sharing agreements and arrangements, Debt Instruments, Capital Expenditure Agreements, Lease Agreements such conditions within ten (10) days after the Effective Date or Other Material Agreements (or any agreements or documents relating thereto or entered into or delivered in connection therewith) to which NRG Energy or any of its Subsidiaries are a party which require (A) that NRG Energy or at such Subsidiary post cash collateral, letters of credit or other similar credit support or make certain equity contributions as a result of a decline in time specified by the credit rating of NRG Energy or the occurrence of any other similar credit event orLender.

Conditions Precedent. This Second Collateral Call Extension Letter shall become effective as of the date first above written when and only when, on or before October 11, 2002, the following conditions shall have been satisfied: (a) NRG Energy and each of its Subsidiaries indicated on the signature pages hereto (each such Person being referred to herein as a "NRG PARTY") shall have executed and delivered to each The obligations of the Signing Agents a copy of this Second Collateral Call Extension Letter; (b) Each of the Signing Agents shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Lenders representing at least the Required Percentage JLMs under the relevant Primary Agreement required to consent OMA are subject to the Collateral Extension under the terms satisfaction of such Primary Agreementvarious conditions precedent, and Bane of America Securities Limited, as Killingholme Facility Agent, shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Killingholme Lenders representing at least the Required Percentage of the Killingholme Lenders under the terms of the Killingholme Facility Agreement. including (c) NRG Energy shall have delivered to each of the Agents the following financial and other information (which shall in the cases of clauses (i), (ii), (iii), (iv), (v) and (vi) be accompanied by a certificate of the chief financial officer or treasurer of NRG Energy to substantially the effect contemplated by paragraph 3(h)but not limited to): (i) (Prospectus) the Prospectus being lodged with ASIC; (ii) (ASX instruments) all ASX instruments required to enable the Issuer to make the Offer being received by the Issuer on or prior to the date on which the Prospectus is lodged with ASIC (Lodgement Date); (iii) (Due diligence report) delivery to the JLMs on or prior to the Lodgement Date, of the due diligence report and various sign offs, reports and opinions from management of the Issuer and certain advisers; (iv) (APRA confirmation) the Issuer providing, prior to lodgement of the Prospectus with ASIC, confirmation to the JLMs that it has received a 13-week forecast letter from APRA containing various approvals and confirmations; (v) (Private tax ruling) before lodgement of cash flow and expenditures for NRG Energy and its Subsidiaries the Prospectus with ASIC, the Australian Tax Officer (ATO) has issued to the Issuer a private tax ruling confirming the Australian tax treatment of PERLS XVI for the period commencing Issuer; and (vi) (TMD) the Issuer making a TMD publicly available in accordance with section 994B(9) of the week Corporations Act and providing a copy of September 2, 2002 (the "CASH FORECAST"), which shall reflect the reasonable estimates by NRG Energy of opening cash balances, operating cash receipts and asset sale and other cash receipts and capital, operating and other expenditures on an as received and as made basis. The Cash Forecast shall include separate forecasts on a consolidating and consolidated basis in a form reasonably acceptable to FTI Policano & Manzo, LLC. Schedules TMD to the Cash Forecast shall include JLMs on or prior to the Lodgement Date. (b) The JLMs will have no obligations in relation to settlement support and payment of bookbuild proceeds until certain conditions have been met by the Issuer, including (but not limited to): (i) (Completion certificate) a specific schedule of anticipated payments duly executed completion certificate is delivered to Affiliates of NRG Energy and a listing of payments of principal of and interest each JLM by 9:00am on the Debt of NRG Energy and its Subsidiaries due during such period settlement date for the Offer (including the dates when due and any applicable grace periods and whether or not such payments are anticipated to be made) and of payments in respect of turbine orders by them due during such period (including whether or not such payments are anticipated to be madeSettlement Date); (ii) (Public class ruling) the Issuer having applied to the ATO for a schedule tax ruling prior to the Lodgement Date to confirm that investors in PERLS XVI will not be denied franking credits in respect of all material assets their holdings of NRG Energy PERLS XVI (and its Subsidiaries that are the Issuer has not subject to any material Liens withdrawn the application and any recent material indications of the values thereofATO has not refused the ruling on or before the Settlement Date); (iii) a listing of all material agreements or instruments that prohibit or limit (Exposure Period) the ability of NRG Energy or any of its Subsidiaries period referred to create, incur, assume or suffer to exist any Lien upon any in section 727(3) of the assets set forth in the previous clause Corporations Act has expired (iiincluding any extension by ASIC); (iv) (Margin replacement prospectus) lodgement by the Issuer of the replacement prospectus with ASIC; and (v) (ASX quotation) ASX indicating in writing that it will grant official quotation of the PERLS XVI on ASX, subject only to customary pre-quotation conditions, on or before 9.00am on the extent not previously delivered pursuant to the Initial Collateral Call Extension Letter, a list, and copies, of all tax sharing agreements and arrangements, Debt Instruments, Capital Expenditure Agreements, Lease Agreements or Other Material Agreements (or any agreements or documents relating thereto or entered into or delivered in connection therewith) to which NRG Energy or any of its Subsidiaries are a party which require (A) that NRG Energy or such Subsidiary post cash collateral, letters of credit or other similar credit support or make certain equity contributions as a result of a decline in the credit rating of NRG Energy or the occurrence of any other similar credit event orSettlement Date.

Conditions Precedent. This Second Collateral Call Extension Letter shall become effective as The obligation of the date first above written when and only whenCollateral Agent to release funds in theany Disbursement Account to the Borrower in accordance with Section 2.10(c) is subject to the satisfaction, on or before October 11waiver in accordance with Section 9.5, 2002, of the following conditions shall have been satisfiedprecedent: (a) NRG Energy and each of its Subsidiaries indicated on the signature pages hereto (each such Person being referred to herein as a "NRG PARTY") shall have executed and delivered to each of the Signing Agents a copy of this Second Collateral Call Extension Letter; (b) Each of the Signing Agents shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Lenders representing at least the Required Percentage under the relevant Primary Agreement required to consent to the Collateral Extension under the terms of such Primary Agreement, and Bane of America Securities Limited, as Killingholme Facility Agent, shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Killingholme Lenders representing at least the Required Percentage of the Killingholme Lenders under the terms of the Killingholme Facility Agreement. (c) NRG Energy shall have delivered to each of the Agents the following financial and other information (which shall in the cases of clauses (i), (ii), (iii), (iv), (v) and (vi) be accompanied by a certificate of the chief financial officer or treasurer of NRG Energy to substantially the effect contemplated by paragraph 3(h)): (i) a 13-week forecast of cash flow each Credit Document shall be in full force and expenditures for NRG Energy and its Subsidiaries for the period commencing with the week of September 2effect, 2002 (the "CASH FORECAST"), which shall reflect the reasonable estimates by NRG Energy of opening cash balances, operating cash receipts and asset sale and other cash receipts and capital, operating and other expenditures on an as received and as made basis. The Cash Forecast shall include separate forecasts on a consolidating terms and consolidated basis in a form provisions reasonably acceptable to FTI Policano & Manzo, LLC. Schedules satisfactory to the Cash Forecast Administrative Agent (provided that the terms and provisions set forth in the Credit Documents as of the Closing Date shall include a specific schedule of anticipated payments be deemed satisfactory to Affiliates of NRG Energy the Administrative Agent) and a listing of payments of principal of and interest on no provision thereof shall have been amended, restated, supplemented, modified or waived in any respect determined by the Debt of NRG Energy and its Subsidiaries due during such period (including the dates when due and any applicable grace periods and whether or not such payments are anticipated Administrative Agent to be made) and material, in each case, without the consent of payments in respect of turbine orders by them due during such period (including whether or not such payments are anticipated to be made);the Administrative Agent. (ii) the Administrative Agent shall have received a fully executed Funds Release Request together with a Borrowing Base Certificate no later than 12:00 p.m. two (2) Business Days prior to the date on which Borrower proposes to use the requested funds to purchase additional Eligible Receivables (the “Release Date”), evidencing sufficient Facility Availability with respect to the requested funds together with an updated schedule of all material assets of NRG Energy Receivables including the Receivables to be purchased on the Release Date, such schedule to (A) be in an electronic file format reasonably satisfactory to the Administrative Agent and its Subsidiaries that are not subject (B) set forth the information required to any material Liens be provided under the Backup Servicing Agreement (including, without limitation, and any recent material indications with respect to each Contract, (1) the account number; (2) Obligor name, (3) the outstanding principal balance of the values thereofReceivable evidenced by such Contract), (4) the Remaining Funded Amount of such Receivable and (5) any other information reasonably requested by the Administrative Agent with respect to such Release Date; (iii) as of such Release Date, the representations and warranties made by the applicable Credit Parties contained herein and in the other Credit Documents to which it is a listing of party shall be true and correct in all material agreements or instruments respects on and as of that prohibit or limit Release Date to the ability same extent as though made on and as of NRG Energy or any that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of the assets set forth in the previous clause (ii)such earlier date; (iv) as of such Release Date, after giving effect to the requested release of funds from the applicable Disbursement Account, no event shall have occurred and be continuing or would result from such release of funds from thesuch Disbursement Account to the Borrower that would constitute an Event of Default or a Default; (v) as of such Release Date, the Collateral Agent shall have received a fully executed Assignment; (vi) the Administrative Agent shall have approved all material changes made to the Credit Policies and the Servicing Policy in accordance with the terms set forth herein; (vii) if any Receivables originated by an Additional Bank Partner Originator are to be pledged in connection with the release made on such Release Date, the Administrative Agent shall have received a fully executed copy of the related Additional Bank Partner Originator Program Agreements and the Additional Bank Partner Originator Call Letter; (viii) in accordance with the terms of the Backup Servicing Agreement, the Borrower shall have delivered, or caused to be delivered, to the Backup Servicer, imaged copies of the Verified Documents and the related Receivables Report, and (to the extent not previously delivered required pursuant to the Initial Backup Servicing Agreement) the Administrative Agent shall have received a Verification Report and the Verified Receivables Report from the Backup Servicer, which Verification Report and Verified Receivables Report is acceptable to the Administrative Agent in its sole discretion; (ix) no Closing Date Material Adverse Change shall have occurred; (x) no Tier 2 Collateral Call Extension Letter, a list, Performance Trigger shall have occurred and copies, of all tax sharing agreements and arrangements, Debt Instruments, Capital Expenditure Agreements, Lease Agreements or Other Material Agreements (or any agreements or documents relating thereto or entered into or delivered in connection therewith) to which NRG Energy or any of its Subsidiaries are a party which require be continuing unless (A) that NRG Energy or such Subsidiary post cash collateral, letters of credit or other similar credit support or make certain equity contributions Tier 2 Collateral Performance Trigger occurred solely as a result of a decline breach of item 2, 5, 6 or 9 of Appendix E-2 and (B) the Credit Card Receivables pledged hereunder as of the Release Date do not exceed the Credit Card Receivables Threshold; (xi) no Regulatory Trigger Event shall have occurred; (xii) immediately after the release of the requested funds to Borrower and the purchase by the Borrower of additional Eligible Receivables on such Release Date, no Borrowing Base Deficiency shall exist; and (xiii) none of the Receivables to be sold to the Borrower on such Release Date and reflected on the Borrowing Base Certificate delivered pursuant to clause (ii) above were originated in any state or jurisdiction with respect to which any Governmental Authority has instituted any inquiry, investigation, action or proceeding against any Credit Party, any Originator, any Bank Partner Originator or any sub-servicer relating to such Person’s authority to originate, hold, own, service, pledge or enforce any Receivable with respect to the residents of such state. Any Agent shall be entitled, but not obligated, to request and receive, prior to the release of any funds from theany Disbursement Account to the Borrower, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, in the credit rating good faith judgment of NRG Energy or such Agent, such request is warranted under the occurrence of any other similar credit event orcircumstances.

Conditions Precedent. This Second Collateral Call Extension Letter shall become effective as 2.1.1 Obligations conditional The obligations of the date first above written when and only when, on or before October 11, 2002Sole Sponsor, the following conditions shall have been satisfiedSole Global Coordinator and the Hong Kong Underwriters under this Agreement are conditional upon: (a) NRG Energy and each of its Subsidiaries indicated on the signature pages hereto (each such Person being referred to herein as a "NRG PARTY") shall have executed and delivered to each of the Signing Agents a copy of this Second Collateral Call Extension Letter; (b) Each of the Signing Agents shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Lenders representing at least the Required Percentage under the relevant Primary Agreement required to consent to the Collateral Extension under the terms of such Primary Agreement, and Bane of America Securities Limited, as Killingholme Facility Agent, shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Killingholme Lenders representing at least the Required Percentage of the Killingholme Lenders under the terms of the Killingholme Facility Agreement. (c) NRG Energy shall have delivered to each of the Agents the following financial and other information (which shall in the cases of clauses (i), (ii), (iii), (iv), (v) and (vi) be accompanied by a certificate of the chief financial officer or treasurer of NRG Energy to substantially the effect contemplated by paragraph 3(h)): (i) a 13-week forecast the Sole Sponsor and the Sole Global Coordinator, on behalf of cash flow the Hong Kong Underwriters, receiving (a) each of the documents listed in Part A of Schedule 2 in the form and expenditures for NRG Energy and its Subsidiaries for the period commencing with the week of September 2, 2002 (the "CASH FORECAST"), which shall reflect the reasonable estimates by NRG Energy of opening cash balances, operating cash receipts and asset sale and other cash receipts and capital, operating and other expenditures on an as received and as made basis. The Cash Forecast shall include separate forecasts on a consolidating and consolidated basis in a form reasonably acceptable substance satisfactory to FTI Policano & Manzo, LLC. Schedules to the Cash Forecast shall include a specific schedule of anticipated payments to Affiliates of NRG Energy and a listing of payments of principal of and interest them not later than 7:00 p.m. on the Debt Business Day before the Prospectus Date; and (b) each of NRG Energy the documents listed in Part B of Schedule 2 in the form and its Subsidiaries due during such period (including substance satisfactory to them not later than 7:00 p.m. on the dates when due and any applicable grace periods and whether or not such payments are anticipated to be made) and of payments in respect of turbine orders by them due during such period (including whether or not such payments are anticipated to be made)Business Day before the Listing Date; (ii) a schedule the Registrar of all material assets Companies in Hong Kong registering one copy of NRG Energy and its Subsidiaries that are not subject to any material Liens and any recent material indications each of the values thereofProspectus and the Application Forms, duly certified by two Directors (or by their agents duly authorised in writing) as having been approved by resolutions of the Board and having endorsed thereon or attached thereto all necessary consents and other documents as required by the provisions of section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance not later than 7:00 p.m. or such other time as agreed by the Registrar of Companies in Hong Kong on the Business Day before the Prospectus Date; (iii) a the Listing Committee granting or agreeing to grant the listing of all material agreements of, and the permission to deal in, the Shares in issue and to be issued pursuant to the Global Offering or instruments that prohibit otherwise described in the Prospectus (either unconditionally or limit the ability of NRG Energy or any of its Subsidiaries subject to create, incur, assume or suffer to exist any Lien upon any allotment and issue of the assets set forth relevant Offer Shares, despatch or availability for collection of share certificate in respect of the Offer Shares and/or such other conditions as may be acceptable to the Sole Global Coordinator (on behalf of the Hong Kong Underwriters)) not later than 23 February 2018 (or such later date as the Company and the Sole Global Coordinator (on behalf of the Hong Kong Underwriters) may agree) and such listing of, and the permission to deal in, the Shares not subsequently having been revoked prior to the commencement of dealings in the previous clause (ii)Shares on the Stock Exchange; (iv) the Offer Price being duly determined as provided herein and the Price Determination Agreement having been executed by the Company and the Sole Global Coordinator (for itself and on behalf of the Underwriters) on the Price Determination Date and such agreement not subsequently having been terminated in accordance with its terms or otherwise; (v) the execution and delivery of the International Underwriting Agreement and the Stock Borrowing Agreement by the parties thereto on or before the Price Determination Date; (vi) the International Underwriting Agreement, becoming, and continuing to be, unconditional in accordance with its terms (other than any condition for this Agreement to become unconditional) and not having been terminated in accordance with its terms or otherwise; and (vii) all Warranties and other statements of the extent not previously Warrantors herein and in any document delivered pursuant to Clause 2.1.1(i) above being true and correct and not misleading at and as of each of the Initial Collateral Call Extension Letter, a list, and copies, of all tax sharing agreements and arrangements, Debt Instruments, Capital Expenditure Agreements, Lease Agreements or Other Material Agreements (or any agreements or documents relating thereto or entered into or delivered dates specified in connection therewith) to which NRG Energy or any of its Subsidiaries are a party which require (A) that NRG Energy or such Subsidiary post cash collateral, letters of credit or other similar credit support or make certain equity contributions as a result of a decline in the credit rating of NRG Energy or the occurrence of any other similar credit event orClause 5.2.3.

Conditions Precedent. This Second Collateral Call Extension Letter shall become effective as 6.1 Disbursement of the date first above written when and only when, on or before October 11, 2002, Loan will be subject to the Loan Trustee having received the following conditions shall have been satisfieddocuments, in form and substance satisfactory to it, at least three Banking days prior to the Disbursement Date: (a) NRG Energy the Loan Agreement duly signed, certified copies of all necessary corporate resolutions to issue the bonds and each of its Subsidiaries indicated on sign the signature pages hereto (each such Person being referred to herein as a "NRG PARTY") shall have executed and delivered to each Loan Agreement, certified copies of the Signing Agents a copy Articles of this Second Collateral Call Extension Letter; (b) Each Association of the Signing Agents shall have executed Borrower and delivered documentation evidencing the individuals authorised to NRG Energy a copy of this Second Collateral Call Extension Letter sign on behalf of Lenders representing at least the Required Percentage under the relevant Primary Agreement required to consent Borrower, to the Collateral Extension under extent necessary, certified copies of authorisations required for the terms validity of such Primary and execution, delivery and performance by and the enforceability against the Borrower of the Loan Agreement, and Bane of America Securities Limitedconfirmation that the subscription documents have been controlled by the Exchange, as Killingholme Facility Agent, shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Killingholme Lenders representing at least the Required Percentage of the Killingholme Lenders under the terms of the Killingholme Facility Agreement. (c) NRG Energy shall have delivered to each of the Agents the following financial and other information (which shall in the cases of clauses (i), (ii), (iii), (iv), (v) and (vi) be accompanied by a certificate of the chief financial officer or treasurer of NRG Energy to substantially the effect contemplated by paragraph 3(h)): (i) a 13-week forecast of cash flow and expenditures for NRG Energy and its Subsidiaries for the period commencing with the week of September 2, 2002 (the "CASH FORECAST"), which shall reflect the reasonable estimates by NRG Energy of opening cash balances, operating cash receipts and asset sale and other cash receipts and capital, operating and other expenditures on an as received and as made basis. The Cash Forecast shall include separate forecasts on a consolidating and consolidated basis in a form reasonably acceptable to FTI Policano & Manzo, LLC. Schedules to the Cash Forecast shall include a specific schedule of anticipated payments to Affiliates of NRG Energy and a listing of payments of principal of and interest on the Debt of NRG Energy and its Subsidiaries due during such period (including the dates when due and any applicable grace periods and whether or not such payments are anticipated to be made) and of payments in respect of turbine orders by them due during such period (including whether or not such payments are anticipated to be made); (ii) a schedule of all material assets of NRG Energy and its Subsidiaries that are not subject to any material Liens and any recent material indications confirmation from the manager of the values thereof;Loan that the subscription documents have been controlled and that a prospectus is not required according to Norwegian Law, (iiie) confirmation that the Loan has been registered in a listing of all material agreements or instruments that prohibit or limit Securities Depository, the ability of NRG Energy or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of the assets agreement set forth in Clause 17.1, duly signed, written confirmation from the previous clause (ii);manager that the proceeds from the Loan will be transferred to the Escrow Account, and 6.2 The Loan Trustee is entitled to accept a delay in receiving documents according to the above. 6.3 Subject to the conditions set out above the bonds will be made available to the Borrower and the proceeds from the Loan shall be transferred to the Escrow Account at the Disbursement Date. 6.4 Provided that the proceeds the Senior Bond Issue also has been transferred to the Escrow Account, NOK 50,000,000 for both the Loan and the Senior Bond Issue shall be released from the Escrow Account related to the acquire of the Company Shares concurrently with the Loan Trustee receiving: (iva) evidence (from an external legal advisor) for establishment of the security over the Borrower’s pecuniary claim which arise in connection with the acquisition of the Company Shares, a statement (from an external legal advisor) confirming that the approval form the Financial Supervisory Service (the in South-Korea has been given, written confirmation that the subscription for the new issue of Company Shares has been made, and that this subscription has been made at least 15 days the report of new share issuance has been accepted by the and written confirmation the Borrower that it will register the pledge in the existing shares the shares transfer form Moon) in the shareholders registry as soon as the Company’s annual meeting is held. 6.5 The remaining shall be released from the Escrow Account related to delivery of the Company Shares concurrently with the Loan Trustee receiving: (a) duly executed Security Documents related to the extent not previously delivered pursuant Pledge, and legal satisfactory to the Initial Collateral Call Extension Letter, a list, and copies, of all tax sharing agreements and arrangements, Debt Instruments, Capital Expenditure Agreements, Lease Agreements or Other Material Agreements (or any agreements or documents relating thereto or entered into or delivered in connection therewith) Loan Trustee regarding the Security Documents related to which NRG Energy or any of its Subsidiaries are a party which require (A) that NRG Energy or such Subsidiary post cash collateral, letters of credit or other similar credit support or make certain equity contributions as a result of a decline in the credit rating of NRG Energy or the occurrence of any other similar credit event orPledge.

Conditions Precedent. This Second Collateral Call Extension Letter The effectiveness of this Amendment is subject to Lender having received the following, all of which shall become effective as of the date first above written when be in form and only when, on or before October 11, 2002, the following conditions shall have been satisfiedsubstance satisfactory to Lender and its counsel: (a) NRG Energy This Forbearance Agreement, duly executed by Borrower and each of its Subsidiaries indicated on the signature pages hereto (each such Person being referred to herein as a "NRG PARTY") shall have executed and delivered to each of the Signing Agents a copy of this Second Collateral Call Extension LetterSubsidiary Guarantor; (b) Each of The Supplemental Loan Note, duly executed by the Signing Agents shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Lenders representing at least the Required Percentage under the relevant Primary Agreement required to consent to the Collateral Extension under the terms of such Primary Agreement, and Bane of America Securities Limited, as Killingholme Facility Agent, shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Killingholme Lenders representing at least the Required Percentage of the Killingholme Lenders under the terms of the Killingholme Facility Agreement.Borrower; (c) NRG Energy The Mortgages described in clauses (a)(ii) and (b)(ii) of the definition of such term; (d) An Amended and Restated Intercreditor and Collateral Sharing Agreement; (e) Evidence that Borrower has consummated (i) the Supplemental MELF Financing (as defined in the Credit Agreement) and (ii) the Accredited Investor SubDebt in an aggregate principal amount equal to at least $2,000,000; (f) Copies of a fully executed Wavier and Seventh Amendment to Credit Agreement in connection with the Senior Credit Agreement, which shall have delivered be on terms and conditions satisfactory to the Lender (the “Senior Facility Seventh Amendment”); (g) Evidence that each of the Agents the following financial MELF and other information Liberty and Liberty II (which shall as each are defined in the cases of clauses Senior Facility Seventh Amendment) have (i)) waived any all defaults or events of default through the Forbearance Period under the MELF Financing and the Liberty Leases, respectively, (ii), ) have and (iii), ii) agreed to defer payments of principal and interest under the MELF Financing (iv), (vother than interest accruing on the Supplemental MELF Financing) and all payments (viother than Operating Expenses) be accompanied by a certificate under the Liberty Leases; (h) Evidence of liability and casualty insurance of the chief financial officer or treasurer of NRG Energy to substantially the effect contemplated by paragraph 3(h)):Loan Parties, together with applicable lender loss payee and additional insured endorsements; (i) a 13The Most-week forecast Recent Budget; (j) The Lender shall have received payment of cash flow and expenditures for NRG Energy and its Subsidiaries for the period commencing with the week of September 2, 2002 (the "CASH FORECAST"), which shall reflect the reasonable estimates by NRG Energy of opening cash balances, operating cash receipts and asset sale and other cash receipts and capital, operating and other expenditures on i) an as received and as made basis. The Cash Forecast shall include separate forecasts on a consolidating and consolidated basis in a form reasonably acceptable to FTI Policano & Manzo, LLC. Schedules to the Cash Forecast shall include a specific schedule of anticipated payments to Affiliates of NRG Energy and a listing of payments of principal of and interest on the Debt of NRG Energy and its Subsidiaries due during such period (including the dates when due and any applicable grace periods and whether or not such payments are anticipated to be made) and of payments origination fee in respect of turbine orders by them due during such period (including whether or not such payments are anticipated the Supplemental Loan in an amount equal to be made); $30,000 and (ii) a schedule of fees and expenses (including legal fees) incurred in connection with this Agreement; and (k) The Lender shall have received such other documents, resolutions, opinions and certificates as Lender or its counsel may request all material assets of NRG Energy in form and substance satisfactory to Lender and its Subsidiaries that are not subject to any material Liens and any recent material indications of the values thereof; (iii) a listing of all material agreements or instruments that prohibit or limit the ability of NRG Energy or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of the assets set forth in the previous clause (ii); (iv) to the extent not previously delivered pursuant to the Initial Collateral Call Extension Letter, a list, and copies, of all tax sharing agreements and arrangements, Debt Instruments, Capital Expenditure Agreements, Lease Agreements or Other Material Agreements (or any agreements or documents relating thereto or entered into or delivered in connection therewith) to which NRG Energy or any of its Subsidiaries are a party which require (A) that NRG Energy or such Subsidiary post cash collateral, letters of credit or other similar credit support or make certain equity contributions as a result of a decline in the credit rating of NRG Energy or the occurrence of any other similar credit event orcounsel.

Conditions Precedent. This Second Collateral Call Extension Letter shall become effective as of the date first above written when and only when, on or before October 11, 2002, the following conditions shall have been satisfied: (a) NRG Energy and each of its Subsidiaries indicated on the signature pages hereto (each such Person being referred to herein as a "NRG PARTY") shall have executed and delivered to each The obligations of the Signing Agents a copy of this Second Collateral Call Extension Letter; (b) Each of the Signing Agents shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Lenders representing at least the Required Percentage JLMs under the relevant Primary Agreement required to consent OMA are subject to the Collateral Extension under the terms satisfaction of such Primary Agreementvarious conditions precedent, and Bane of America Securities Limited, as Killingholme Facility Agent, shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Killingholme Lenders representing at least the Required Percentage of the Killingholme Lenders under the terms of the Killingholme Facility Agreement. including (c) NRG Energy shall have delivered to each of the Agents the following financial and other information (which shall in the cases of clauses (i), (ii), (iii), (iv), (v) and (vi) be accompanied by a certificate of the chief financial officer or treasurer of NRG Energy to substantially the effect contemplated by paragraph 3(h)but not limited to): (i) (Prospectus) the Prospectus being lodged with ASIC; (ii) (ASX instruments) all ASX instruments required to enable the Issuer to make the Offer being received by the Issuer on or prior to the date on which the Prospectus is lodged with ASIC (Lodgement Date); (iii) (Redemption notice) the redemption notice to PERLS VII holders being issued by the Issuer on or prior to the Lodgement Date; (iv) (Due diligence report) delivery to the JLMs on or prior to the Lodgement Date, of the due diligence report and various sign offs, reports and opinions from management of the Issuer and certain advisers; (v) (APRA Confirmation) the Issuer providing, prior to lodgement of the Prospectus with ASIC, confirmation to the JLMs that it has received a 13-week forecast letter from APRA containing various approvals and confirmations; (vi) (Private tax ruling) before lodgement of cash flow and expenditures for NRG Energy and its Subsidiaries the Prospectus with ASIC, the Australian Tax Officer (ATO) has issued to the Issuer a private tax ruling confirming the Australian tax treatment of PERLS XV for the period commencing Issuer; and (vii) (TMD) the Issuer making a TMD publicly available in accordance with section 994B(9) of the week Corporations Act and providing a copy of September 2, 2002 (the "CASH FORECAST"), which shall reflect the reasonable estimates by NRG Energy of opening cash balances, operating cash receipts and asset sale and other cash receipts and capital, operating and other expenditures on an as received and as made basis. The Cash Forecast shall include separate forecasts on a consolidating and consolidated basis in a form reasonably acceptable to FTI Policano & Manzo, LLC. Schedules TMD to the Cash Forecast shall include JLMs on or prior to the Lodgement Date. (b) The JLMs will have no obligations in relation to settlement support and payment of bookbuild proceeds until certain conditions have been met by the Issuer, including (but not limited to): (i) (Completion certificate) a specific schedule of anticipated payments duly executed completion certificate is delivered to Affiliates of NRG Energy and a listing of payments of principal of and interest each JLM by 9:00am on the Debt of NRG Energy and its Subsidiaries due during such period settlement date for the Offer (including the dates when due and any applicable grace periods and whether or not such payments are anticipated to be made) and of payments in respect of turbine orders by them due during such period (including whether or not such payments are anticipated to be madeSettlement Date); (ii) (Public class ruling) the Issuer having applied to the ATO for a schedule tax ruling prior to the Lodgement Date to confirm that investors in PERLS XV will not be denied franking credits in respect of all material assets their holdings of NRG Energy PERLS XV (and its Subsidiaries that are the Issuer has not subject to any material Liens withdrawn the application and any recent material indications of the values thereofATO has not refused the ruling on or before the Settlement Date); (iii) a listing of all material agreements or instruments that prohibit or limit (Exposure Period) the ability of NRG Energy or any of its Subsidiaries period referred to create, incur, assume or suffer to exist any Lien upon any in section 727(3) of the assets set forth in the previous clause Corporations Act has expired (iiincluding any extension by ASIC); (iv) (Margin replacement prospectus) lodgement by the Issuer of the replacement prospectus with ASIC; and (v) (ASX quotation) ASX indicating in writing that it will grant official quotation of the PERLS XV on ASX, subject only to customary pre-quotation conditions, on or before 9.00 am on the extent not previously delivered pursuant to the Initial Collateral Call Extension Letter, a list, and copies, of all tax sharing agreements and arrangements, Debt Instruments, Capital Expenditure Agreements, Lease Agreements or Other Material Agreements (or any agreements or documents relating thereto or entered into or delivered in connection therewith) to which NRG Energy or any of its Subsidiaries are a party which require (A) that NRG Energy or such Subsidiary post cash collateral, letters of credit or other similar credit support or make certain equity contributions as a result of a decline in the credit rating of NRG Energy or the occurrence of any other similar credit event orSettlement Date.

Conditions Precedent. This Second Collateral Call Extension Letter Amendment shall become be effective as upon receipt by the Lender of all of the date first above written when following, each in form and only when, on or before October 11, 2002, substance satisfactory to the following conditions shall have been satisfiedLender: (a) NRG Energy and each of its Subsidiaries indicated on the signature pages hereto (each such Person being referred to herein as a "NRG PARTY") shall have Fully executed and delivered to each of the Signing Agents a copy counterparts of this Second Collateral Call Extension Letter;Amendment. (b) Each Fully executed Second Amended and Restated Facility A Promissory Note, substantially in the form of the Signing Agents shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Lenders representing at least the Required Percentage under the relevant Primary Agreement required to consent to the Collateral Extension under the terms of such Primary Agreement, and Bane of America Securities Limited, as Killingholme Facility Agent, shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Killingholme Lenders representing at least the Required Percentage of the Killingholme Lenders under the terms of the Killingholme Facility AgreementExhibit A-1 attached hereto. (c) NRG Energy shall have delivered to Certified copies of the resolutions of the Boards of Directors of each of the Agents Borrowers authorizing the following financial execution and delivery by each of the Borrowers of this Amendment and the Second Amended and Restated Facility A Promissory Note on behalf of each of the Borrowers, and all documents evidencing other information necessary corporate action with respect to this Amendment. (which shall d) Certificate of the Secretary or the Assistant Secretary of each Borrower certifying the names and true signatures of the officers of each Borrower authorized to sign this Amendment and the Second Amended and Restated Facility A Promissory Note on behalf of such Borrower and the other documents or certificates to be executed by such Borrower pursuant to this Amendment. (e) Copies certified as of a recent date by the Secretary or the Assistant Secretary of each Borrower of its By-Laws. (f) A copy of each Borrower's Certificate of Incorporation certified by the Secretary of State of the state of incorporation within thirty (30) days from the date of this Amendment and certificates dated as of a recent date of the Secretary of State of the state of incorporation as to the existence and good standing of each Borrower. (g) An opinion of counsel to the Borrowers in form and substance acceptable to the cases Lender. (h) If the date of clauses (i)this Amendment is not a Drawdown Date, (ii), (iii), (iv), (v) and (vi) be accompanied by a certificate dated the first Drawdown Date of an officer of each of the chief financial officer or treasurer of NRG Energy to substantially the effect contemplated by paragraph 3(h)):Borrowers certifying that: (i) a 13-week forecast The representations and warranties contained in Section 14 of cash flow and expenditures for NRG Energy and its Subsidiaries for the period commencing with the week of September 2, 2002 (the "CASH FORECAST"), which shall reflect the reasonable estimates by NRG Energy of opening cash balances, operating cash receipts and asset sale and other cash receipts and capital, operating and other expenditures Credit Agreement are correct on an as received and as of the Drawdown Date as though made basis. The Cash Forecast shall include separate forecasts on a consolidating and consolidated basis in a form reasonably acceptable to FTI Policano & Manzo, LLC. Schedules to the Cash Forecast shall include a specific schedule as of anticipated payments to Affiliates of NRG Energy and a listing of payments of principal of and interest on the Debt of NRG Energy and its Subsidiaries due during such period (including the dates when due and any applicable grace periods and whether or not such payments are anticipated to be made) and of payments in respect of turbine orders by them due during such period (including whether or not such payments are anticipated to be made);date; and (ii) No event has occurred and is continuing, or would result from the Advance, or the issuance of a schedule Letter of all material assets Credit which constitutes an Event of NRG Energy Default or with the passing of time or the giving of notice would constitute an Event of Default. (i) All orders, consents, approvals, licenses, authorizations and its Subsidiaries that are not subject to validations of, and filings, recordings and registrations with and exemptions by any material Liens and Governmental Agency or any recent material indications Person (other than any routine filings which may be required after the date hereof with appropriate governmental authorities in connection with the operation of the values thereof; Rigs) required to (iiii) authorize the execution, delivery and performance by the Borrowers of this Amendment and the Second Amended and Restated Facility A Promissory Note or (ii) prevent the execution, delivery and performance by the Borrower of this Amendment or the Second Amended and Restated Facility A Promissory Note from resulting in a listing breach of all material agreements or instruments that prohibit or limit the ability of NRG Energy or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of the assets set forth terms or conditions of, or resulting in the previous clause imposition of any lien, charge or encumbrance upon any properties of the Borrowers pursuant to, or constituting a default (iiwith due notice or lapse of time or both); (iv) to the extent not previously delivered pursuant to the Initial Collateral Call Extension Letter, if such breach, imposition or default would result in a list, and copies, of all tax sharing agreements and arrangements, Debt Instruments, Capital Expenditure Agreements, Lease Agreements or Other Material Agreements (or any agreements or documents relating thereto or entered into or delivered in connection therewith) to which NRG Energy or any of its Subsidiaries are a party which require (A) that NRG Energy or such Subsidiary post cash collateral, letters of credit or other similar credit support or make certain equity contributions as a result of a decline materially adverse change in the credit rating financial position of NRG Energy the Borrowers, or the resulting in an occurrence of any event for which any holder or holders of Indebtedness may declare the same due and payable under, any indenture, agreement, order, judgment or instrument under which any Borrower is a party (other similar credit event orthan the Mortgage, the Pledges or the Assignments) or to the Borrowers' knowledge after due inquiry by which the Borrowers or their property may be bound or affected, or under the Certificates of Incorporation or By-Laws of the Borrowers, shall have been obtained or made. (j) The CIT Loan shall have been closed and the Lender shall have have received copies of all of the material agreements executed in connection therewith in a form satisfactory to the Lender.

Conditions Precedent. This Second Collateral Call Extension Letter Seller's obligation to sell the Property to Buyer shall become effective as be conditioned upon (A) the acquisition of the date first above written when Property by PMC or its affiliate on the terms set forth in the WHTS Agreement (or such other terms reasonably acceptable to Seller), and only when(B) the issuance of (or irrevocable commitment of the applicable insurer to issue concurrently with the close of escrow) the Environmental Insurance Policy. In addition, Buyer's obligation to purchase the Property shall be conditioned expressly upon the fulfillment of each of the following conditions precedent on or before October 11, 2002, the following conditions shall have been satisfiedClosing Date: (a) NRG Energy and each of its Subsidiaries indicated on the signature pages hereto (each such Person being referred to herein as a "NRG PARTY") shall have executed and delivered to each of the Signing Agents a copy of this Second Collateral Call Extension Letter; (b) Each of the Signing Agents shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Lenders representing at least the Required Percentage under the relevant Primary Agreement required to consent to the Collateral Extension under the terms of such Primary Agreement, and Bane of America Securities Limited, as Killingholme Facility Agent, shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Killingholme Lenders representing at least the Required Percentage of the Killingholme Lenders under the terms of the Killingholme Facility Agreement. (c) NRG Energy shall have delivered to each of the Agents the following financial and other information (which shall in the cases of clauses (i), (ii), (iii), (iv), (v) and (vi) be accompanied by a certificate of the chief financial officer or treasurer of NRG Energy to substantially the effect contemplated by paragraph 3(h)): (i) a 13The issuance by the Title Company, or the irrevocable binding commitment of the Title Company to issue, to Buyer, on the Closing Date, conditioned only upon payment of the Title Company's regularly-week forecast scheduled premium, the title policy ("Title Policy") described in the Title Commitment, including the endorsements described in the Title Commitment, insuring Buyer that fee simple absolute title to the Property is vested, free and clear of cash flow all liens and expenditures for NRG Energy and its Subsidiaries encumbrances except for the period commencing with the week of September 2, 2002 (the "CASH FORECAST"), which shall reflect the reasonable estimates by NRG Energy of opening cash balances, operating cash receipts and asset sale and other cash receipts and capital, operating and other expenditures on an as received and as made basis. The Cash Forecast shall include separate forecasts on a consolidating and consolidated basis in a form reasonably acceptable to FTI Policano & Manzo, LLC. Schedules to the Cash Forecast shall include a specific schedule of anticipated payments to Affiliates of NRG Energy and a listing of payments of principal of and interest on the Debt of NRG Energy and its Subsidiaries due during such period (including the dates when due and any applicable grace periods and whether or not such payments are anticipated to be made) and of payments in respect of turbine orders by them due during such period (including whether or not such payments are anticipated to be made);Permitted Exceptions. (ii) a schedule Subject to Section 8 of all this Agreement, there shall have been no material assets of NRG Energy and its Subsidiaries that are not subject to any material Liens and any recent material indications adverse change in the condition of the values Property, or any portion thereof;. (iii) a listing There are no contracts, other than the Permitted Exceptions, that certain Master License Agreement dated May 4, 2001 by an between TishmanSpeyer Properties and Ad Walls, LLC, and any other agreements approved in writing by Buyer, which will affect the Property or be binding upon Buyer on or after the Closing Date. (iv) From and after the Contract Date, WHTS has not failed in any material respect to perform the items described in clauses (i) through (vi) of all material agreements Section 5.3(a) below. (v) From and after the Contract Date, WHTS has not removed or instruments that prohibit or limit permitted the ability removal of NRG Energy any Personal Property or any fixtures from the Property except to the extent such items were replaced with Personal Property or fixtures of equal or greater value. (vi) The acquisition of fee title to the Property by PMC or its Subsidiaries to createaffiliate, incur, assume or suffer to exist any Lien upon any and the termination of the assets WHTS Lease. (vii) The execution, acknowledgement, and delivery by WHTS and the owner of the Adjacent Property of an Amended and Restated Parking Easement Agreement in the form attached hereto as Exhibit J to escrow, the recordation thereof in the office of the Santa ▇▇▇▇▇ County Clerk Recorder and the recorded subordination thereto by the holder of any deed of trust or other foreclosable document or instrument currently encumbering the Adjacent Property, all on or prior to the Closing Date. (viii) The execution and delivery by ▇▇▇▇▇▇▇▇ to escrow for delivery to Buyer at the close of escrow of the Reliance Letter, provided, however, that if the Reliance Letter is not then in fact delivered to Buyer at the close of escrow, this condition shall be deemed to have failed. Seller cannot and does not make any warranty or representation whatsoever concerning the completeness or the accuracy of any matters contained in the Reliance Letter. (ix) The execution by the parties thereto and delivery to escrow for the delivery to Buyer at the close of escrow of the Closing Certificates; provided however, that if the Closing Certificates are not then in fact delivered to Buyer at the close of escrow this condition shall be deemed to have failed. Notwithstanding the foregoing, if WHTS includes any matter on Schedule 2 to the WHTS Closing Certificate and all matters on Schedule 2 to the WHTS Closing Certificate, when taken together, constitute a "Material Exception" (as hereinafter defined), Buyer shall have the right to terminate this Agreement. Upon any such termination, upon Buyer's demand, the Deposit will be returned by the Title Company to Buyer (and Seller shall so instruct the Title Company) and, subject to the provision for reimbursement of expenses under certain circumstances set forth in this Section 4(c)(ix), this Agreement shall terminate and be of no further force or effect, except for those provisions that expressly survive the termination hereof. If this Agreement is not so terminated by Buyer, then Seller and Buyer shall consummate this transaction in accordance with this Agreement. If WHTS includes any matter on Schedule 2 to the WHTS Closing Certificate, but all of the matters on Schedule 2 to the WHTS Closing Certificate do not in the aggregate constitute a Material Exception (as hereinafter defined), then (1) Buyer shall have no right to terminate this Agreement pursuant to this Section 4(c)(ix), and (2) the additional condition precedent described in Section 4(c)(x) shall apply and (3) subject to the terms and conditions of this Agreement, Seller and Buyer shall consummate this transaction without any abatement in the Purchase Price as a result of that matter (so long as the condition precedent described in Section 4(c)(x) is satisfied). Furthermore, if Buyer terminates this Agreement pursuant to this Section 4(c)(ix) and a matter set forth on Schedule 2 to the WHTS Closing Certificate, which alone or together with other matters thereon, gave rise to the termination right, makes the representations and warranties made by WHTS in Section 5.1 of the WHTS Agreement false when made (a copy of which Section 5.1 is attached hereto as Exhibit B, and which shall not be modified by Seller), then Seller, upon Buyer's written request, shall pay to Buyer an amount equal to all of Buyer's out-of-pocket costs incurred by Buyer in connection with this transaction, including but not limited to its legal expenses relating to this transaction, non-refundable loan fees, and its studies, inspections and investigations of the Property during the Contingency Period, but in no event to exceed $250,000 provided, however, that Seller's obligation to make this payment shall be limited to the amount collected by Seller (and Seller shall exercise its reasonable and diligent efforts to so collect) (or which could reasonably have been collected by Seller, assuming all reasonable diligence in attempted collection) pursuant to Section 4(c)(viii) of the WHTS Agreement (a copy of which Section 4(c)(viii) is attached hereto as Exhibit D and which shall not be modified by Seller). For the purposes of this Section 4(c)(ix), the matters set forth on Schedule 2 to the WHTS Closing Certificate shall be deemed a "Material Exception," if, but only if, all of the matters included on Schedule 2 to the WHTS Closing Certificate, when taken together, would reasonably be expected to result in additional cost, expense, liability and/or damage to Buyer (after factoring in all cost of litigating, resolving, and/or defending the matter, any reduction in the fair market value of the Property, any contingent liability, and the cost of any delay in the lease-up of the Property) in excess of Five Hundred Thousand Dollars ($500,000). The provisions of this Section 4(c)(ix) shall survive the close of escrow and the termination of this Agreement. In addition, the provisions of this Section 4(c)(ix) shall be subject to Section 8 of this Agreement and shall not apply to any events covered thereunder. (x) If, but only if, required pursuant to Section 4(c)(ix) above, the delivery to escrow for delivery to Buyer at the close of escrow of the WHTS Modification Indemnity; provided however, that if the WHTS Modification Indemnity is not then in fact delivered to Buyer at the close of escrow this condition shall be deemed to have failed. The WHTS Modification Indemnity shall be subject to the limitations set forth in the previous clause (ii);WHTS Closing Certificate. (ivxi) The execution, acknowledgement, and delivery to escrow by WHTS and the owner of the Adjacent Property of the Development Indemnity Agreement and the recordation of the Development Indemnity Agreement in the office of the Santa ▇▇▇▇▇ County Clerk Recorder, all on or prior to the extent Closing Date. (xii) The issuance of the Environmental Insurance Policy. Buyer shall use good faith efforts to obtain the Environmental Insurance Policy, and Seller shall reasonably cooperate with Buyer in connection with the obtaining of the Environmental Insurance Policy. (xiii) The performance by Seller of its obligations under Section 6.3 of this Agreement. At any time or times on or before the Scheduled Closing Date, Buyer may waive any of the foregoing conditions by written notice to Seller. Other than Buyer's close of escrow pursuant to this Agreement which shall waive all such unfulfilled conditions, no waiver shall be effective unless made in writing specific as to the conditions or matters so waived. In the event that any of the conditions precedent to Buyer's obligation to purchase the Property in this Section 4(c) are not previously delivered satisfied or otherwise waived by Buyer on or before July 8, 2003 (other than a failure of a condition precedent caused by a breach of Buyer's obligations under this Agreement), then Buyer shall have the right to terminate this Agreement by delivering to Seller written notice of such termination in which event the Deposit shall be returned immediately to Buyer. If Buyer terminates this Agreement pursuant to the Initial Collateral Call Extension Letterpreceding sentence and the failure of such condition precedent was caused by the breach by WHTS of the WHTS Agreement or a breach by Seller under this Agreement, a listthen Seller, and copiesupon Buyer's written request, shall pay to Buyer an amount equal to all of all tax sharing agreements and arrangements, Debt Instruments, Capital Expenditure Agreements, Lease Agreements or Other Material Agreements (or any agreements or documents relating thereto or entered into or delivered Buyer's out-of-pocket costs incurred by Buyer in connection therewith) with this transaction, including but not limited to which NRG Energy or any its legal expenses relating to this transaction and its studies, inspections and investigations of its Subsidiaries are a party which require the Property (A) that NRG Energy or such Subsidiary post cash collateralbut excluding loan fees), letters of credit or other similar credit support or make certain equity contributions as a result of a decline but in no event to exceed $175,000. Seller's obligation under the preceding sentence shall not be subject to the $100,000 floor set forth in the credit rating last paragraph of NRG Energy or the occurrence of any other similar credit event orSection 5.1.

Conditions Precedent. This Second Collateral Call Extension Letter shall become effective as The effectiveness of this Amendment is subject to the date first above written when and only when, on or before October 11, 2002, satisfaction of the following conditions shall have been satisfiedprecedent: (a) NRG Energy and each The receipt by the parties hereto of its Subsidiaries indicated on the signature pages hereto (each such Person being referred to herein as a "NRG PARTY") shall have this Amendment, executed and delivered to by each of the Signing Agents a copy of this Second Collateral Call Extension Letterparties hereto; (b) Each The receipt by SPARC and CIBC of written confirmation from each of ▇▇▇▇▇’▇ and S&P (each, a “Rating Agency”) that the entry into this Amendment will not, as of the Signing Agents shall have executed and delivered date hereof, cause such Rating Agency to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Lenders representing at least downgrade or withdraw the Required Percentage under the relevant Primary Agreement required ratings currently assigned by it to consent to the Collateral Extension under the terms of such Primary Agreement, and Bane of America Securities Limited, as Killingholme Facility Agent, shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Killingholme Lenders representing at least the Required Percentage of the Killingholme Lenders under the terms of the Killingholme Facility Agreement.SPARC’s commercial paper notes; (c) NRG Energy shall have delivered The receipt by SPARC and CIBC of an executed Membership Agreement by and between the Seller and SPARC (the “Membership Agreement”), in form and substance satisfactory to each SPARC and CIBC; (d) The receipt by the Purchasers, the Secondary Purchasers, the Administrative Agent, SPARC and CIBC of an executed fee letter (the “Fee Letter”) among the Seller, Georgia-Pacific, the Purchasers, the Secondary Purchasers, the Administrative Agent, SPARC and CIBC with respect to the payment of certain fees; (e) The receipt by CIBC of an executed letter (the “Upfront Fee Letter”) among the Seller, Georgia-Pacific and CIBC with respect to the payment of certain fees; (f) The receipt by the Purchasers, the Secondary Purchasers, the Administrative Agent, SPARC and CIBC of favorable opinions of counsel for the Seller and for the Collection Agent as to such matters as the Purchasers, the Secondary Purchasers, the Administrative Agent, SPARC or CIBC may reasonably request; (g) The receipt by the Purchasers, the Secondary Purchasers, the Administrative Agent, SPARC and CIBC of a certificate, in form and substance satisfactory to the Purchasers, the Secondary Purchasers, the Administrative Agent, SPARC and CIBC, from a Responsible Officer of the Agents the following financial and other information (which shall in the cases of clauses Seller certifying that (i), ) the representations and warranties contained in Article IV of the Agreements as amended hereby are true and correct on and as of the date hereof as though made on and as of such date and (ii)) no event (other than such events which have been waived) has occurred and is continuing, (iii)or would result from the execution, (iv), (v) and (vi) be accompanied by a certificate delivery or performance of this Amendment or from the consummation of the chief financial officer transactions contemplated hereby, that constitutes an Event of Termination or treasurer a Potential Termination Event; (h) The receipt by the Purchasers, the Secondary Purchasers, the Administrative Agent, SPARC and CIBC of NRG Energy such other certificates from Responsible Officers of the Seller and/or the Collection Agent with respect to substantially such matters as the effect contemplated by paragraph 3(h)):Purchasers, the Secondary Purchasers, the Administrative Agent, SPARC or CIBC may reasonably request, including, without limitation, matters with respect to incumbency, due authorization and the organizational documents of the Seller and the Collection Agent; and (i) a 13-week forecast The payment of cash flow all fees due and expenditures for NRG Energy and its Subsidiaries for the period commencing payable on or prior to such date in accordance with the week of September 2, 2002 (the "CASH FORECAST"), which shall reflect the reasonable estimates by NRG Energy of opening cash balances, operating cash receipts and asset sale and other cash receipts and capital, operating and other expenditures on an as received and as made basis. The Cash Forecast shall include separate forecasts on a consolidating and consolidated basis in a form reasonably acceptable to FTI Policano & Manzo, LLC. Schedules to the Cash Forecast shall include a specific schedule of anticipated payments to Affiliates of NRG Energy and a listing of payments of principal of and interest on the Debt of NRG Energy and its Subsidiaries due during such period (including the dates when due and any applicable grace periods and whether or not such payments are anticipated to be made) and of payments in respect of turbine orders by them due during such period (including whether or not such payments are anticipated to be made); (ii) a schedule of all material assets of NRG Energy and its Subsidiaries that are not subject to any material Liens and any recent material indications of the values thereof; (iii) a listing of all material agreements or instruments that prohibit or limit the ability of NRG Energy or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of the assets set forth in the previous clause (ii); (iv) to the extent not previously delivered pursuant to the Initial Collateral Call Extension Fee Letter, a list, the Upfront Fee Letter and copies, of all tax sharing agreements and arrangements, Debt Instruments, Capital Expenditure Agreements, Lease Agreements or Other Material Agreements (or any agreements or documents relating thereto or entered into or delivered in connection therewith) to which NRG Energy or any of its Subsidiaries are a party which require (A) that NRG Energy or such Subsidiary post cash collateral, letters of credit or other similar credit support or make certain equity contributions as a result of a decline in the credit rating of NRG Energy or the occurrence of any other similar credit event orMembership Agreement.

Conditions Precedent. This Second Collateral Call Extension Letter Administrative Agent’s and Lenders’ agreement hereunder is contingent upon Obligors’ compliance with the following conditions precedent. Unless otherwise specified below, each condition precedent must be satisfied no later than June 30, 2020 in order for the Agreement to become effective. (i) no Default or Event of Default (other than the Specified Defaults) or Forbearance Default shall become effective have occurred and be continuing as of the date first above written when and only when, on or before October 11, 2002, the following conditions shall have been satisfied: (a) NRG Energy and each of its Subsidiaries indicated on the signature pages hereto (each such Person being referred to herein as a "NRG PARTY") shall have executed and delivered to each of the Signing Agents a copy of this Second Collateral Call Extension Letter; (b) Each of the Signing Agents shall have executed Agreement and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Lenders representing at least the Required Percentage under the relevant Primary Agreement required to consent to the Collateral Extension under the terms of such Primary Agreement, and Bane of America Securities Limited, as Killingholme Facility Agent, shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Killingholme Lenders representing at least the Required Percentage of the Killingholme Lenders under the terms of the Killingholme Facility Agreement. (c) NRG Energy shall have delivered to each of the Agents the following financial and other information (which shall in the cases of clauses (i), (ii), (iii), (iv), (v) and (vi) be accompanied by a certificate of the chief financial officer or treasurer of NRG Energy to substantially the immediately after giving effect contemplated by paragraph 3(h)): (i) a 13-week forecast of cash flow and expenditures for NRG Energy and its Subsidiaries for the period commencing with the week of September 2, 2002 (the "CASH FORECAST"), which shall reflect the reasonable estimates by NRG Energy of opening cash balances, operating cash receipts and asset sale and other cash receipts and capital, operating and other expenditures on an as received and as made basis. The Cash Forecast shall include separate forecasts on a consolidating and consolidated basis in a form reasonably acceptable to FTI Policano & Manzo, LLC. Schedules to the Cash Forecast shall include a specific schedule of anticipated payments to Affiliates of NRG Energy and a listing of payments of principal of and interest on the Debt of NRG Energy and its Subsidiaries due during such period (including the dates when due and any applicable grace periods and whether or not such payments are anticipated to be made) and of payments in respect of turbine orders by them due during such period (including whether or not such payments are anticipated to be made)hereto; (ii) on or prior to the date of this Agreement, Borrower shall deliver to Administrative Agent a schedule of all material assets of NRG Energy and its Subsidiaries that are not subject to any material Liens and any recent material indications fully executed copy of the values thereofengagement letter with Lenders’ financial advisor, Ducera Partners LLC (“Ducera”), and the fee reimbursement letter with Administrative Agent’s counsel, ▇▇▇▇▇ Day, in each case in the form previously provided to Borrower or its counsel, and Borrower shall have, on or prior to July 1, 2020 (a) delivered to ▇▇▇▇▇ Day the required retainer under such agreement, (b) paid to ▇▇▇▇▇ Day all legal fees incurred-to-date and for which an invoice has been provided prior to the execution of this Agreement, and (c) paid to Ducera the monthly fee set forth in the Ducera engagement letter for June and July, 2020; (iii) on or prior to the date of this Agreement, Borrower shall deliver to Administrative Agent a listing fully executed copy of all material agreements forbearance agreement by and among Obligors and a majority of Senior Noteholders holding the 2023 Notes, which forbearance agreement (a) shall have a scheduled expiration date not earlier than 11:59 p.m. (Eastern Daylight Time) on July 15, 2020, (b) shall not include or instruments that prohibit be contingent upon the delivery of any collateral or limit payments on, or otherwise in respect of, the ability of NRG Energy Senior Notes, including, without limitation, any forbearance or any of its Subsidiaries other fee arising under such agreement, and (c) shall otherwise be in form and substance acceptable to create, incur, assume or suffer to exist any Lien upon any of Requisite Lenders (the assets set forth in the previous clause (ii“Noteholder Forbearance Agreement”); (iv) Borrower shall have reimbursed Administrative Agent for any other fees and expenses for which reimbursement is requested in accordance with the provisions of the Loan Documents prior to the extent not previously delivered pursuant to the Initial Collateral Call Extension Letter, a list, and copies, execution of all tax sharing agreements and arrangements, Debt Instruments, Capital Expenditure Agreements, Lease Agreements or Other Material Agreements (or any agreements or documents relating thereto or entered into or delivered in connection therewith) to which NRG Energy or any of its Subsidiaries are a party which require (A) that NRG Energy or such Subsidiary post cash collateral, letters of credit or other similar credit support or make certain equity contributions as a result of a decline in the credit rating of NRG Energy or the occurrence of any other similar credit event orthis Agreement.

Conditions Precedent. This Second Collateral Call Extension Letter shall become effective as The obligations of the date first above written when and only when, Parties under the SSA are in all respects conditional upon the following being fulfilled on or before October 11the date falling three (3) months from the date of the SSA, 2002, or such other date as may be agreed upon between the following Parties as the last date by which the conditions shall have been satisfiedlisted in section 4.8 must be fulfilled (“Cut-Off Date”) or the date falling three (3) months from the expiry of the Cut-Off Date (“Extended Cut-Off Date”) as may be mutually agreed upon between the Parties or the times as more specifically stated below: (a) NRG Energy and each the Purchaser being satisfied with the results of its Subsidiaries indicated on due diligence investigation into the signature pages hereto Vendor’s title to the PMIL Sale Share, the financial, legal, contractual and prospects of PMIL, and the company’s title to its respective assets and liabilities (each such Person being referred to herein as a "NRG PARTY"“Due Diligence Exercise”) and the Due Diligence Exercise shall have executed and delivered to each be completed by the Purchaser within one (1) month from the date of the Signing Agents a copy of this Second Collateral Call Extension LetterSSA (“Due Diligence Completion Date”); (b) Each the approval of the Signing Agents shall have executed and delivered to NRG Energy a copy shareholder of this Second Collateral Call Extension Letter on behalf of Lenders representing at least the Required Percentage under the relevant Primary Agreement required to consent Purchaser to the Collateral Extension under purchase of the PMIL Sale Share upon the terms of such Primary Agreementand conditions set out in the SSA, and Bane of America Securities Limited, as Killingholme Facility Agent, shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Killingholme Lenders representing at least the Required Percentage of the Killingholme Lenders under the terms of the Killingholme Facility Agreement.if required; (c) NRG Energy shall have delivered to each the approval of the Agents shareholder of the Vendor to the sale of the PMIL Sale Share upon the terms and conditions set out in the SSA, if required; (d) the approval of the financial institutions which have granted credit facilities to PMIL for the sale and transfer of the PMIL Sale Share to the Purchaser, if so required; (e) the Purchaser being satisfied with the contents of the disclosure letter from the Vendor to the Purchaser or the Purchaser’s Solicitors, together with any attachments, disclosing matters that are exceptions to the Warranties as annexed to the SSA, if any, by counter-signing the same by the Due Diligence Completion Date; and (f) such other consents or approvals as may be required of a relevant third party of the Vendor or any relevant authorities (if applicable), for any of the following financial and other information upon Completion taking effect: (which shall 1) any change in the cases existing shareholding including without limitation, the sale, transfer or assignment of clauses (i), (ii), (iii), (iv), (v) and (vi) be accompanied by a certificate beneficial interests of the chief financial officer or treasurer of NRG Energy to substantially the effect contemplated by paragraph 3(h)):Vendor in PMIL; (i2) a 13-week forecast any change of cash flow and expenditures for NRG Energy and its Subsidiaries for shareholders of PMIL; or (3) any change in the period commencing with the week control of September 2PMIL, 2002 (the "CASH FORECAST"), which shall reflect the reasonable estimates by NRG Energy of opening cash balances, operating cash receipts and asset sale and other cash receipts and capital, operating and other expenditures on an as received and as made basis. The Cash Forecast shall include separate forecasts on a consolidating and consolidated basis in a form reasonably acceptable whereby control includes power to FTI Policano & Manzo, LLC. Schedules to the Cash Forecast shall include a specific schedule of anticipated payments to Affiliates of NRG Energy and a listing of payments of principal of and interest on the Debt of NRG Energy and its Subsidiaries due during such period (including the dates when due and any applicable grace periods and whether appoint or not such payments are anticipated cause to be made) and appointed a majority of payments directors of PMIL or the power to make or cause to be made decision in respect of turbine orders by them due during the administration of PMIL and to give effect to such period (including whether or not such payments are anticipated to be made); (ii) a schedule of all material assets of NRG Energy and its Subsidiaries that are not subject to any material Liens and any recent material indications of the values thereof; (iii) a listing of all material agreements or instruments that prohibit or limit the ability of NRG Energy or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of the assets set forth in the previous clause (ii); (iv) to the extent not previously delivered pursuant to the Initial Collateral Call Extension Letter, a list, and copies, of all tax sharing agreements and arrangements, Debt Instruments, Capital Expenditure Agreements, Lease Agreements or Other Material Agreements (or any agreements or documents relating thereto or entered into or delivered in connection therewith) to which NRG Energy or any of its Subsidiaries are a party which require (A) that NRG Energy or such Subsidiary post cash collateral, letters of credit or other similar credit support or make certain equity contributions as a result of a decline in the credit rating of NRG Energy or the occurrence of any other similar credit event ordecisions.

Conditions Precedent. This Second Collateral Call Extension Letter Subject to the other terms and conditions hereof, this Amendment shall not become effective until the Lender shall have received each of the following instruments, documents or agreements, each in form and substance satisfactory to the Lender: (a) Counterparts this Amendment duly executed and delivered by Borrower and Bank; (b) a certificate of Secretary of CBL Holdings I, Inc. dated as of the date hereof certifying (i) that the Certificate of Incorporation and By-laws of CBL Holdings I, Inc. have not been modified; (ii) that the Partnership Agreement and Certificate of Limited Partnership of Borrower and Guarantor have not been modified since June 15, 2005; (iii) that attached thereto is a true and complete copy of Resolutions adopted by the Executive Committee Board of Directors of CBL Holdings I, Inc., authorizing the execution and delivery on behalf of Borrower and Guarantor of this Amendment and the other instruments, documents or agreements executed and delivered by or on behalf of Borrower and/or Guarantor in connection herewith remain in full force and effect (all such instruments, documents or agreements executed and delivered in connection herewith by or on behalf of CBL Holdings I, Inc., Borrower and/or Guarantor are hereinafter collectively referred to as the “Borrower Amendment Documents”); and (iv) as to the incumbency and genuineness of the signatures of the officers of CBL Holdings I, Inc. executing the Borrower Amendment Documents to which Borrower and/or Guarantor is a party; (c) a certificate of the Secretary of CBL & Associates Properties, Inc. dated as of the date hereof certifying (i) that the Certificate of Incorporation and By-laws of CBL & Associates Properties, Inc. have not been modified since June 15, 2005; (ii) that copy Resolutions adopted by the Executive Committee Board of Directors of CBL & Associates Properties, Inc. authorizing the execution and delivery on behalf of CBL & Associates exhibit10.htm 7 Properties, Inc. of this Amendment and the other instruments, documents or agreements executed and delivered by CBL & Associates Properties, Inc. in connection herewith (all such instruments, documents or agreement executed and delivered in connection herewith by or on behalf of CBL Holdings I, Inc., Borrower may or any Subpartnership are hereinafter collectively referred to as the “Properties Amendment Documents”); and (iii) as to the incumbency and genuineness of the signatures of the offices of CBL & Associates Properties, Inc. executing the Properties Amendment Documents to which CBL & Associates Properties, Inc. is a party; and (d) the opinions of Borrower’s in-house counsel addressed to the Bank and satisfactory in form and substance to the Bank, covering such matters relating to the transaction contemplated by this Amendment as the Bank may reasonably request; and (e) an endorsement from the title company in form and content satisfactory to the Bank which increases the amount of coverage of the existing title policy issued to the Bank by the title company in respect of the Mortgages from $10,000,000.00 to $17,200,000.00 and the continuing first priority of the liens, encumbrances and security interests created pursuant to such Mortgages on the real estate, improvements and other real property interests therein described in such Mortgages. Upon fulfillment of the foregoing conditions precedent, this Amendment shall become effective as of the date first above written when and only when, on or before October 11, 2002, the following conditions shall have been satisfied: (a) NRG Energy and each of its Subsidiaries indicated on the signature pages hereto (each such Person being referred to herein as a "NRG PARTY") shall have executed and delivered to each of the Signing Agents a copy of this Second Collateral Call Extension Letter; (b) Each of the Signing Agents shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Lenders representing at least the Required Percentage under the relevant Primary Agreement required to consent to the Collateral Extension under the terms of such Primary Agreement, and Bane of America Securities Limited, as Killingholme Facility Agent, shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Killingholme Lenders representing at least the Required Percentage of the Killingholme Lenders under the terms of the Killingholme Facility Agreementhereof. (c) NRG Energy shall have delivered to each of the Agents the following financial and other information (which shall in the cases of clauses (i), (ii), (iii), (iv), (v) and (vi) be accompanied by a certificate of the chief financial officer or treasurer of NRG Energy to substantially the effect contemplated by paragraph 3(h)): (i) a 13-week forecast of cash flow and expenditures for NRG Energy and its Subsidiaries for the period commencing with the week of September 2, 2002 (the "CASH FORECAST"), which shall reflect the reasonable estimates by NRG Energy of opening cash balances, operating cash receipts and asset sale and other cash receipts and capital, operating and other expenditures on an as received and as made basis. The Cash Forecast shall include separate forecasts on a consolidating and consolidated basis in a form reasonably acceptable to FTI Policano & Manzo, LLC. Schedules to the Cash Forecast shall include a specific schedule of anticipated payments to Affiliates of NRG Energy and a listing of payments of principal of and interest on the Debt of NRG Energy and its Subsidiaries due during such period (including the dates when due and any applicable grace periods and whether or not such payments are anticipated to be made) and of payments in respect of turbine orders by them due during such period (including whether or not such payments are anticipated to be made); (ii) a schedule of all material assets of NRG Energy and its Subsidiaries that are not subject to any material Liens and any recent material indications of the values thereof; (iii) a listing of all material agreements or instruments that prohibit or limit the ability of NRG Energy or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of the assets set forth in the previous clause (ii); (iv) to the extent not previously delivered pursuant to the Initial Collateral Call Extension Letter, a list, and copies, of all tax sharing agreements and arrangements, Debt Instruments, Capital Expenditure Agreements, Lease Agreements or Other Material Agreements (or any agreements or documents relating thereto or entered into or delivered in connection therewith) to which NRG Energy or any of its Subsidiaries are a party which require (A) that NRG Energy or such Subsidiary post cash collateral, letters of credit or other similar credit support or make certain equity contributions as a result of a decline in the credit rating of NRG Energy or the occurrence of any other similar credit event or

Conditions Precedent. This Second Collateral Call Extension Letter shall become effective as The obligation of the date first above written when and only whenCollateral Agent to release funds in any Disbursement Account to the Borrower in accordance with Section 2.10(c) is subject to the satisfaction, on or before October 11waiver in accordance with Section 9.5, 2002, of the following conditions shall have been satisfiedprecedent: (a) NRG Energy and each of its Subsidiaries indicated on the signature pages hereto (each such Person being referred to herein as a "NRG PARTY") shall have executed and delivered to each of the Signing Agents a copy of this Second Collateral Call Extension Letter; (b) Each of the Signing Agents shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Lenders representing at least the Required Percentage under the relevant Primary Agreement required to consent to the Collateral Extension under the terms of such Primary Agreement, and Bane of America Securities Limited, as Killingholme Facility Agent, shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Killingholme Lenders representing at least the Required Percentage of the Killingholme Lenders under the terms of the Killingholme Facility Agreement. (c) NRG Energy shall have delivered to each of the Agents the following financial and other information (which shall in the cases of clauses (i), (ii), (iii), (iv), (v) and (vi) be accompanied by a certificate of the chief financial officer or treasurer of NRG Energy to substantially the effect contemplated by paragraph 3(h)): (i) a 13-week forecast of cash flow each Credit Document shall be in full force and expenditures for NRG Energy and its Subsidiaries for the period commencing with the week of September 2effect, 2002 (the "CASH FORECAST"), which shall reflect the reasonable estimates by NRG Energy of opening cash balances, operating cash receipts and asset sale and other cash receipts and capital, operating and other expenditures on an as received and as made basis. The Cash Forecast shall include separate forecasts on a consolidating terms and consolidated basis in a form provisions reasonably acceptable to FTI Policano & Manzo, LLC. Schedules satisfactory to the Cash Forecast Administrative Agent (provided that the terms and provisions set forth in the Credit Documents as of the Closing Date shall include a specific schedule of anticipated payments be deemed satisfactory to Affiliates of NRG Energy the Administrative Agent) and a listing of payments of principal of and interest on no provision thereof shall have been amended, restated, supplemented, modified or waived in any respect determined by the Debt of NRG Energy and its Subsidiaries due during such period (including the dates when due and any applicable grace periods and whether or not such payments are anticipated Administrative Agent to be made) and material, in each case, without the consent of payments in respect of turbine orders by them due during such period (including whether or not such payments are anticipated to be made);the Administrative Agent. (ii) the Administrative Agent shall have received a fully executed Funds Release Request together with a Borrowing Base Certificate no later than 12:00 p.m. two (2) Business Days prior to the date on which Borrower proposes to use the requested funds to purchase additional Eligible Receivables (the “Release Date”), evidencing sufficient Facility Availability with respect to the requested funds together with an updated schedule of all material assets of NRG Energy Receivables including the Receivables to be purchased on the Release Date, such schedule to (A) be in an electronic file format reasonably satisfactory to the Administrative Agent and its Subsidiaries that are not subject (B) set forth the information required to any material Liens be provided under the Backup Servicing Agreement (including, without limitation, and any recent material indications with respect to each Contract, (1) the account number; (2) Obligor name, (3) the outstanding principal balance of the values thereofReceivable evidenced by such Contract), (4) the Remaining Funded Amount of such Receivable and (5) any other information reasonably requested by the Administrative Agent with respect to such Release Date; (iii) as of such Release Date, the representations and warranties made by the applicable Credit Parties contained herein and in the other Credit Documents to which it is a listing of party shall be true and correct in all material agreements or instruments respects on and as of that prohibit or limit Release Date to the ability same extent as though made on and as of NRG Energy or any that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of the assets set forth in the previous clause (ii)such earlier date; (iv) as of such Release Date, after giving effect to the requested release of funds from the applicable Disbursement Account, no event shall have occurred and be continuing or would result from such release of funds from such Disbursement Account to the Borrower that would constitute an Event of Default or a Default; (v) as of such Release Date, the Collateral Agent shall have received a fully executed Assignment; (vi) the Administrative Agent shall have approved all material changes made to the Credit Policies and the Servicing Policy in accordance with the terms set forth herein; (vii) if any Receivables originated by an Additional Bank Partner Originator are to be pledged in connection with the release made on such Release Date, the Administrative Agent shall have received a fully executed copy of the related Additional Bank Partner Originator Program Agreements and the Additional Bank Partner Originator Call Letter; (viii) in accordance with the terms of the Backup Servicing Agreement, the Borrower shall have delivered, or caused to be delivered, to the Backup Servicer, imaged copies of the Verified Documents and the related Receivables Report, and (to the extent not previously delivered required pursuant to the Initial Backup Servicing Agreement) the Administrative Agent shall have received a Verification Report and the Verified Receivables Report from the Backup Servicer, which Verification Report and Verified Receivables Report is acceptable to the Administrative Agent in its sole discretion; (ix) no Closing Date Material Adverse Change shall have occurred; (x) no Tier 2 Collateral Call Extension Letter, a list, Performance Trigger shall have occurred and copies, of all tax sharing agreements and arrangements, Debt Instruments, Capital Expenditure Agreements, Lease Agreements or Other Material Agreements (or any agreements or documents relating thereto or entered into or delivered in connection therewith) to which NRG Energy or any of its Subsidiaries are a party which require be continuing unless (A) that NRG Energy or such Subsidiary post cash collateral, letters of credit or other similar credit support or make certain equity contributions Tier 2 Collateral Performance Trigger occurred solely as a result of a decline breach of item 2, 5, 6 or 9 of Appendix E-2 and (B) the Credit Card Receivables pledged hereunder as of the Release Date do not exceed the Credit Card Receivables Threshold;; (xi) no Regulatory Trigger Event shall have occurred; (xii) immediately after the release of the requested funds to Borrower and the purchase by the Borrower of additional Eligible Receivables on such Release Date, no Borrowing Base Deficiency shall exist; and (xiii) none of the Receivables to be sold to the Borrower on such Release Date and reflected on the Borrowing Base Certificate delivered pursuant to clause (ii) above were originated in any state or jurisdiction with respect to which any Governmental Authority has instituted any inquiry, investigation, action or proceeding against any Credit Party, any Originator, any Bank Partner Originator or any sub-servicer relating to such Person’s authority to originate, hold, own, service, pledge or enforce any Receivable with respect to the residents of such state. Any Agent shall be entitled, but not obligated, to request and receive, prior to the release of any funds from any Disbursement Account to the Borrower, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, in the credit rating good faith judgment of NRG Energy or such Agent, such request is warranted under the occurrence of any other similar credit event orcircumstances.

Conditions Precedent. This Second Collateral Call Extension Letter shall become effective as 5.1. The closing of our establishment of the date first above written when Line of Credit in your favor pursuant to this Addendum (the "CLOSING") and only when, our initial WIP Advance under the Line of Credit shall be subject to satisfaction of the following conditions precedent on or before October 11, 2002, the following conditions shall have been satisfiedClosing Date: (a) NRG Energy You will pay directly or reimburse us for any and each all out-of-pocket expenses we have incurred through the Closing Date in connection with establishing the Line of its Subsidiaries indicated on Credit and the signature pages hereto (each such Person being referred Factoring Facility, including but not limited to herein auditors', appraisers', and attorneys' fees, as a "NRG PARTY") shall have executed well as all lien search changes, filing fees and delivered other out-of-pocket expenses, not to each of exceed $7,500.00 in the Signing Agents a copy of this Second Collateral Call Extension Letter;aggregate. (b) Each You will deliver to us original counterparts of the Signing Agents shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Lenders representing at least the Required Percentage under the relevant Primary Agreement required to consent to the Collateral Extension under the terms of such Primary Agreement, and Bane of America Securities Limited, as Killingholme Facility Agent, shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Killingholme Lenders representing at least the Required Percentage of the Killingholme Lenders under the terms of the Killingholme Facility Agreement. (c) NRG Energy shall have delivered to each of the Agents following duly executed by the following financial and other information (which shall in the cases of clauses (i), (ii), (iii), (iv), (v) and (vi) be accompanied by a certificate of the chief financial officer appropriate Party or treasurer of NRG Energy to substantially the effect contemplated by paragraph 3(h)):parties: (i) a 13-week forecast of cash flow and expenditures for NRG Energy and its Subsidiaries for the period commencing with the week of September 2, 2002 (the "CASH FORECAST"), which shall reflect the reasonable estimates by NRG Energy of opening cash balances, operating cash receipts and asset sale and other cash receipts and capital, operating and other expenditures on an as received and as made basis. The Cash Forecast shall include separate forecasts on a consolidating and consolidated basis in a form reasonably acceptable to FTI Policano & Manzo, LLC. Schedules to the Cash Forecast shall include a specific schedule of anticipated payments to Affiliates of NRG Energy and a listing of payments of principal of and interest on the Debt of NRG Energy and its Subsidiaries due during such period (including the dates when due and any applicable grace periods and whether or not such payments are anticipated to be made) and of payments in respect of turbine orders by them due during such period (including whether or not such payments are anticipated to be made)Factoring Agreement; (ii) a schedule of all material assets of NRG Energy and its Subsidiaries that are not subject to any material Liens and any recent material indications of the values thereofThis Addendum; (iii) a listing of all material agreements or instruments that prohibit or limit the ability of NRG Energy or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of the assets set forth in the previous clause (ii)The Master Note; (iv) Such UCC-1 financing statements evidencing our security interest in the Collateral as we may require; (v) Guaranties of validity in such form and executed by such executive officers or other persons as we may require; (vi) An initial Borrowing Base Certificate dated not earlier than three (3) Business Days prior to the extent not previously delivered pursuant Closing Date; (vii) Unless specifically waived by us in writing, lien waivers by any and all landlords, mortgagees, warehousemen, and bailees having an interest in real property where any Collateral is or may in the future be located or who have or in the future may have custody of any Collateral at any time or from time to time; (viii) A certified copy of your fire, all risk, business interruption, public liability, flood and casualty insurance policy or policies evidencing coverage satisfactory to us, with lender loss payable and additional insured endorsements in form and substance satisfactory to us and our counsel, naming us loss payee and additional insured as our interest may appear; (ix) A copy, certified as of the most recent date practicable by the Secretary of the State of Delaware, of your articles of incorporation, as amended; and (x) An opinion of your counsel dated as of the Closing Date and addressed to and in form and substance satisfactory to us to the Initial Collateral Call Extension Letter, a list, and copies, of all tax sharing agreements and arrangements, Debt Instruments, Capital Expenditure Agreements, Lease Agreements or Other Material Agreements (or any agreements or documents relating thereto or entered into or delivered in connection therewith) to which NRG Energy or any of its Subsidiaries are a party which require effect that: (A) that NRG Energy you are corporations duly organized, validly existing, and in good standing under the laws of the State of Delaware; (B) you have all requisite power to carry on your business, to own, lease, encumber and operate your properties and assets and to execute, deliver and perform this Agreement; (C) your execution, delivery and performance of this Agreement has been duly authorized by all requisite corporate action and such execution, delivery and performance will not violate any provision of your articles of organization or such Subsidiary post cash collateralbylaws, letters of credit or other similar credit support or make certain equity contributions as a result of a decline amended; and (D) you have duly and validly executed and delivered this Agreement and this Agreement constitutes your legal, valid and binding obligation enforceable against you in the credit rating of NRG Energy or the occurrence of any other similar credit event oraccordance with its terms.

Conditions Precedent. This Second Collateral Call Extension Letter shall become effective as (a) The accep- ____________________ tance of Buyer set forth in Section 4 and the amendment of the date first above written when and only whenPurchase Agreement set forth in Section 8 are subject to the satisfaction by Seller, on or before October 11prior to the Addition Date, 2002, of the following conditions shall have been satisfiedprecedent: (a) NRG Energy and each of its Subsidiaries indicated on the signature pages hereto (each such Person being referred to herein as a "NRG PARTY") shall have executed and delivered to each of the Signing Agents a copy of this Second Collateral Call Extension Letter; (b) Each of the Signing Agents shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Lenders representing at least the Required Percentage under the relevant Primary Agreement required to consent to the Collateral Extension under the terms of such Primary Agreement, and Bane of America Securities Limited, as Killingholme Facility Agent, shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Killingholme Lenders representing at least the Required Percentage of the Killingholme Lenders under the terms of the Killingholme Facility Agreement. (c) NRG Energy shall have delivered to each of the Agents the following financial and other information (which shall in the cases of clauses (i), (ii), (iii), (iv), (v) and (vi) be accompanied by a certificate of the chief financial officer or treasurer of NRG Energy to substantially the effect contemplated by paragraph 3(h)): (i) a 13-week forecast All information concerning the Additional Accounts provided or to be provided to Buyer shall be true and correct in all material respects as of cash flow and expenditures for NRG Energy and its Subsidiaries for the period commencing Addition Date with respect to Additional Accounts added pursuant to Section 2.2(a) of the week of September 2, 2002 (the "CASH FORECAST"), which shall reflect the reasonable estimates by NRG Energy of opening cash balances, operating cash receipts and asset sale and other cash receipts and capital, operating and other expenditures on an as received Purchase Agreement and as made basis. The Cash Forecast shall include separate forecasts on a consolidating and consolidated basis in a form reasonably acceptable to FTI Policano & Manzo, LLC. Schedules to of the Cash Forecast shall include a specific schedule fifth Busi- ness Day after the first day of anticipated payments to Affiliates the calendar month occurring after any Addition Date arising under Section 2.2(b) of NRG Energy and a listing of payments of principal of and interest on the Debt of NRG Energy and its Subsidiaries due during such period (including the dates when due and any applicable grace periods and whether or not such payments are anticipated to be made) and of payments in respect of turbine orders by them due during such period (including whether or not such payments are anticipated to be made)Purchase Agreement; (ii) Seller shall have, on or before each Addition Date with respect to Additional Accounts added pursuant to Section 2.2(a) of the Purchase Agreement and on or before the fifth Busi- ness Day after the first day of the calendar month next succeeding the calendar month in which Addi- tional Accounts were added pursuant to Section 2.2(b) of the Purchase Agreement: (i) indicated in its computer files that Receivables created in respect of the Additional Accounts have been sold to Buyer in accordance with this Agreement for the benefit of the Certificateholders, (ii) delivered to Buyer (or to the Trustee, if so directed by Buyer) a schedule computer file or microfiche list containing a true and correct list of all material assets of NRG Energy such Additional Accounts, identified by account number and its Subsidiaries that are not subject to any material Liens and any recent material indications by the Receivable balance as of the values thereofAddition Date for Additional Accounts added pursuant to Section 2.2(a) of the Purchase Agreement or as of the fifth Business Day after the first day of the calendar month next suc- ceeding the calendar month in which Additional Accounts were added pursuant to Section 2.2(b) of the Purchase Agreement; and (iii) substantially performed all other obligations required to be performed by the provisions of the Purchase Agree- ment and this Supplemental Conveyance; (iii) a listing Seller shall have recorded and filed, at its expense, all financing statements required to comply with Section 3(b) of all material agreements or instruments that prohibit or limit the ability of NRG Energy or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of the assets this Sup- plemental Conveyance. (b) The sale by Seller set forth in Section 3 and the previous clause amendment of the Purchase Agreement set forth in Section 8 are subject to the satisfaction by Buyer, on or prior to the Addition Date of the following: (ii)i) All representations and warranties of Buyer contained in the Purchase Agree- ment shall be true and correct with the same effect as though such representations and warranties had been made on such date; (ivii) Payment or provision for payment of the Purchase Price by Buyer in accordance with the provisions of Section 3 of the Purchase Agreement; and (iii) All corporate and legal proceedings and all instruments in connection with the transactions contemplated by this Supplemental Conveyance shall be satisfactory in form and sub- stance to Seller, and Seller shall have received from Buyer copies of all documents (including, without limitation, records of corporate proceed- ings) relevant to the extent not previously delivered pursuant to the Initial Collateral Call Extension Letter, a list, and copies, of all tax sharing agreements and arrangements, Debt Instruments, Capital Expenditure Agreements, Lease Agreements or Other Material Agreements (or any agreements or documents relating thereto or entered into or delivered in connection therewith) to which NRG Energy or any of its Subsidiaries are a party which require (A) that NRG Energy or such Subsidiary post cash collateral, letters of credit or other similar credit support or make certain equity contributions transactions herein contem- plated as a result of a decline in the credit rating of NRG Energy or the occurrence of any other similar credit event orSeller may reasonably have requested.

Conditions Precedent. This Second Collateral Call Extension Letter The Premises, containing an aggregate 27,846 rentable square feet, is comprised of: (a) that certain space within the Building commonly known as Suite 180, containing approximately 26,521 rentable square feet (the “Suite 180 Space”), and (b) that certain space in the Building currently occupied by Verizon Business Mobile Command Center Emergency Operations Center (“Verizon”), containing approximately 1,325 rentable square feet (the “Verizon Space”). Notwithstanding the foregoing, Landlord and Tenant acknowledge that the Premises shall become effective be expanded to include that certain space in the Building currently occupied by General Dynamics Security Office (“GD”), containing approximately 1,244 rentable square feet (the “GD Space”). The parties acknowledge that the Verizon Space is currently subject to a lease between Landlord and Verizon and that the GD Space is currently subject to a lease between Landlord and GD. Landlord shall use its best efforts to ensure that the Verizon Space is delivered to Tenant no later than July 15, 2010, and that the GD Space is delivered to Tenant no later than January 31,2011; provided, however, if Landlord is unable to deliver the Verizon Space and/or GD Space to Tenant by the applicable delivery dates, this Lease will not be void or voidable, nor will Landlord be liable to Tenant for any loss or damage resulting therefrom. Landlord shall, at Landlord’s sole cost and expense, exercise diligent, best efforts to cause the current tenants to vacate the space on or before the foregoing delivery dates, including commencement of unlawful detainer proceedings by July 31, 2010 as of to the date first above written when Verizon Space and only whenby February 15, 2011 as to the GD Space and diligently pursuing such proceedings thereafter until such tenants have vacated the applicable space. Notwithstanding the foregoing, if Landlord is unable to cause Verizon and/or GD to vacate the Verizon Space and/or the GD Space, respectively, on or before October 11the foregoing delivery dates, 2002Tenant shall lease any available space within the Premises as and when such space becomes available upon the terms provided herein, the following conditions shall have been satisfied: except that (a) NRG Energy all references to the term “Premises” shall mean and each of its Subsidiaries indicated on refer to the signature pages hereto (each such Person being referred to herein as a "NRG PARTY") shall have executed and delivered to each portion of the Signing Agents a copy of this Second Collateral Call Extension Letter; Premises then actually occupied and leased by Tenant, (b) Each Rent and other applicable terms of this Lease will be adjusted according to the rentable square footage of the Signing Agents shall have executed Premises; and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Lenders representing at least the Required Percentage under the relevant Primary Agreement required to consent to the Collateral Extension under the terms of such Primary Agreement, and Bane of America Securities Limited, as Killingholme Facility Agent, shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Killingholme Lenders representing at least the Required Percentage of the Killingholme Lenders under the terms of the Killingholme Facility Agreement. (c) NRG Energy the Expiration Date shall have delivered not be extended; provided, however, if Landlord fails to each deliver the Verizon Space to Tenant by August 15, 2010 or the GD Space to Tenant by February 28,2011, Tenant shall receive a Monthly Base Rent abatement of one (1) day of the Agents Monthly Base Rent applicable to such space for each day of delay in delivery of such space beyond the following financial August 15,2010 and other information (which shall in the cases of clauses (i)February 28,2011 dates, (ii), (iii), (iv), (v) and (vi) be accompanied by a certificate of the chief financial officer or treasurer of NRG Energy to substantially the effect contemplated by paragraph 3(h)): (i) a 13-week forecast of cash flow and expenditures for NRG Energy and its Subsidiaries for the period commencing with the week of September 2, 2002 (the "CASH FORECAST"), which shall reflect the reasonable estimates by NRG Energy of opening cash balances, operating cash receipts and asset sale and other cash receipts and capital, operating and other expenditures on an as received and as made basis. The Cash Forecast shall include separate forecasts on a consolidating and consolidated basis in a form reasonably acceptable to FTI Policano & Manzo, LLC. Schedules to the Cash Forecast shall include a specific schedule of anticipated payments to Affiliates of NRG Energy and a listing of payments of principal of and interest on the Debt of NRG Energy and its Subsidiaries due during such period (including the dates when due and any applicable grace periods and whether or not such payments are anticipated to be made) and of payments in respect of turbine orders by them due during such period (including whether or not such payments are anticipated to be made); (ii) a schedule of all material assets of NRG Energy and its Subsidiaries that are not subject to any material Liens and any recent material indications of the values thereof; (iii) a listing of all material agreements or instruments that prohibit or limit the ability of NRG Energy or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of the assets set forth in the previous clause (ii); (iv) to the extent not previously delivered pursuant to the Initial Collateral Call Extension Letter, a list, and copies, of all tax sharing agreements and arrangements, Debt Instruments, Capital Expenditure Agreements, Lease Agreements or Other Material Agreements (or any agreements or documents relating thereto or entered into or delivered in connection therewith) to which NRG Energy or any of its Subsidiaries are a party which require (A) that NRG Energy or such Subsidiary post cash collateral, letters of credit or other similar credit support or make certain equity contributions as a result of a decline in the credit rating of NRG Energy or the occurrence of any other similar credit event orapplicable.

Conditions Precedent. This Second Collateral Call Extension Letter Lessor shall become effective as have no obligation to purchase any Item of Equipment and to lease the date first above written when and only when, on or before October 11, 2002, same to Lessee unless each of the following conditions shall have been satisfied: are fulfilled to the satisfaction of Lessor: (ai) NRG Energy no event which is (or with notice or lapse of time or both would become) an Event of Default or Event of Loss has occurred and each is continuing; (ii) no material adverse change in the financial condition of Lessee (or of any Guarantor) which, in Lessor's opinion, would impair the ability of Lessee to pay and perform its Subsidiaries indicated obligations under this Lease (or of any Guarantor to pay and perform such obligations) has occurred since the date specified as the Financial Condition Reference Date on the signature pages hereto Related Exhibit A for such Item; (each iii) such Person being referred Item of Equipment is specifically identified by manufacturer and model number on the Related Exhibit A or is otherwise reasonably acceptable to herein as Lessor, and is free of all Liens, other than any Lien specifically excepted in Section 15 hereof; (iv) the Acceptance Date for such Item of Equipment is a "NRG PARTY") shall have date within the Acquisition Period specified on the Related Exhibit A for such Item and Lessee has executed and delivered to each Lessor the Related Exhibit A for such Item; (v) the Acquisition Cost of such Item of Equipment, when added to the total Acquisition Cost of all Equipment of the Signing Agents type to which such Item relates and which has been leased hereunder, or ordered by Lessor for lease hereunder, will not be such an amount so as to cause the Maximum Acquisition Cost specified on the Related Exhibit A for such Item to be exceeded; (vi) Lessor has received an invoice for such Item of Equipment from the seller thereof, approved for payment by Lessee, showing Lessor as the purchaser of such Item, or, if Lessee is the seller of such Item, a ▇▇▇▇ of sale for such Item from Lessee to Lessor in form and substance satisfactory to Lessor, together with evidence, satisfactory to Lessor, of Lessee's payment to the original seller of such Item; (vii) Lessor has received a Lease Supplement for such Item, duly executed by Lessee, and dated the Acceptance Date for such Item; (viii) if such Item of Equipment is subject to motor vehicle titling and registration laws, Lessor has received a copy of this Second Collateral Call Extension Letter; (b) Each the application for certificate of title therefor, as filed with, and bearing the Signing Agents shall have executed filing stamp of, the appropriate department of motor vehicles or other appropriate state authority, and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf the manufacturer's statement or certificate of Lenders representing at least origin therefor, reflecting Lessor or its nominee as owner and whomever Lessor shall have designated (if any) as first lienholder; (ix) all licenses, registrations, permits, consents and approvals required by Federal, state or local laws or by any governmental body, agency or authority in connection with Lessor's ownership of, and the Required Percentage under the relevant Primary Agreement required to consent delivery, acquisition, installation, use, and operation of, each Item of Equipment shall have been obtained to the Collateral Extension under the terms satisfaction of such Primary Agreement, Lessor; and Bane of America Securities Limited, as Killingholme Facility Agent, (x) Lessor shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Killingholme Lenders representing at least received the Required Percentage of the Killingholme Lenders under the terms of the Killingholme Facility Agreement. (c) NRG Energy shall have delivered to each of the Agents the following financial and other information (which shall in the cases of clauses (i), (ii), (iii), (iv), (v) and (vi) be accompanied by a certificate of the chief financial officer or treasurer of NRG Energy to substantially the effect contemplated by paragraph 3(h)): (i) a 13-week forecast of cash flow and expenditures for NRG Energy and its Subsidiaries for the period commencing with the week of September 2, 2002 (the "CASH FORECAST"), which shall reflect the reasonable estimates by NRG Energy of opening cash balances, operating cash receipts and asset sale and other cash receipts and capital, operating and other expenditures on an as received and as made basis. The Cash Forecast shall include separate forecasts on a consolidating and consolidated basis in a form reasonably acceptable to FTI Policano & Manzo, LLC. Schedules to the Cash Forecast shall include a specific schedule of anticipated payments to Affiliates of NRG Energy and a listing of payments of principal of and interest on the Debt of NRG Energy and its Subsidiaries due during such period (including the dates when due and any applicable grace periods and whether or not such payments are anticipated to be made) and of payments in respect of turbine orders by them due during such period (including whether or not such payments are anticipated to be made); (ii) a schedule of all material assets of NRG Energy and its Subsidiaries that are not subject to any material Liens and any recent material indications of the values thereof; (iii) a listing of all material agreements or instruments that prohibit or limit the ability of NRG Energy or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of the assets documents set forth on Schedule I hereto in the previous clause (ii); (iv) form and substance reasonably satisfactory to the extent not previously delivered pursuant to the Initial Collateral Call Extension Letter, a list, and copies, of all tax sharing agreements and arrangements, Debt Instruments, Capital Expenditure Agreements, Lease Agreements or Other Material Agreements (or any agreements or documents relating thereto or entered into or delivered in connection therewith) to which NRG Energy or any of its Subsidiaries are a party which require (A) that NRG Energy or such Subsidiary post cash collateral, letters of credit or other similar credit support or make certain equity contributions as a result of a decline in the credit rating of NRG Energy or the occurrence of any other similar credit event orLessor.

Conditions Precedent. This Second Collateral Call Extension Letter In addition to Purchaser’s strict compliance with the requirements of Section 1 hereof in exercising the Option, Seller’s obligation to consummate the purchase and sale contemplated herein shall become effective as be conditioned upon and subject to satisfaction of all of the date first above written when and only when, on or before October 11, 2002, following condition(s) prior to the following conditions shall have been satisfiedend of the Option Period: (a) NRG Energy Seller having obtained or satisfied all necessary statutory and each municipal approvals and requirements to authorize this Agreement and the option and sale contemplated herein, including but not limited to those required by Seller’s municipal charter and Connecticut General Statutes sections 8-24 and 7-163e; and in addition to satisfaction of its Subsidiaries indicated on the signature pages hereto (each such Person being referred to herein as a "NRG PARTY") shall have executed and delivered to each all requirements of this section 3(a), Seller also having approved of Purchaser’s intended use of the Signing Agents a copy of this Second Collateral Call Extension LetterPremises; (b) Each Seller, by and through a Committee of the Signing Agents Whole or Town Council meeting, approving of Purchaser’s conceptual plan of the Project subject to special permit and site plan approval, which approval shall not be unreasonably withheld, conditioned, delayed, or denied so long as such conceptual plan is generally consistent with the plan previously presented by Purchaser to Seller at Town Council meeting on , 2020, which conceptual plan shall be updated to include Phase II of the project in addition to Phase I. During the Option Period, and after the approval of the required zone change, Purchaser shall provide Seller with written notice to confirm Purchaser’s intended use of the Premises as a rehabilitated school consisting of approximately 12-20 single bedroom units as a phase I development and a multifamily development containing approximately 50- 80apartment units as phase II project and further provide a preliminary conceptual site plan for both such Phases before exercise of the Option. As set forth within the Request for Proposal, Purchaser shall supply the Seller with the following information in order for Seller to confirm whether it approves of Purchaser’s conceptual plan, Purchaser shall provide to Seller a description of Purchaser’s proposed development of the Premises (the “Conceptual Plan”) including, but not limited to: 1. proposed use(s) for proposed building and land; 2. building(s) proposed design, configuration, size, height, units, etc. ; 3. traffic circulation, road improvements, and parking; 4. preliminary site plan or other site plans if additional design has been completed, conceptual floor plans, and any other submissions that best illustrate or have been created for the development, which preliminary site plan shall display, if possible, and option for the development to connect to the abutting City Hall property; 5. infrastructure improvements (e.g., water, sewer, storm water); 6. proposed planning, design, approval and construction schedule; 7. description of requested technical assistance from the Town including reason for need (Purchaser acknowledges that the Town shall not be obligated to provide such assistance unless it so agrees, in its sole discretion); 8. list of submitted information requiring confidentiality; and 9. A detailed description on how the development will complement the existing and surrounding neighborhood, minimize lighting impacts to adjacent properties, and incorporate comments and suggestions from the neighborhood and other stakeholders. Seller shall have executed a thirty (30) day period following receipt of such notice and delivered the above required information to NRG Energy confirm whether such Conceptual Plan is reasonably acceptable to Seller. Any approved use may, at Seller’s discretion, be the subject of a copy restrictive covenant and reverter clause in the deed transferring title as more particularly set forth in section 6 hereof. If Seller does not object to Purchaser’s Conceptual Plan within such thirty (30) day period, the Conceptual Plan shall be deemed approved. If Seller reasonably objects to such Conceptual Plan, it shall specify any deficiencies and Purchaser shall resubmit the Conceptual Plan to Seller. Seller and Purchaser shall cooperate in good faith to reach a mutually acceptable Conceptual Plan to be approved by Seller and the Option Period shall be extended as may be necessary in order to afford Seller and Purchaser such additional time as the parties require to reach a mutually acceptable Conceptual Plan, but in no event greater than a sixty (60) day extension. It is the Seller’s desire to approve a use of this Second Collateral Call Extension Letter on behalf the Premises which will maximize economic development and investment in the Premises in a timely and well planned manner as well as having a use that fits within the character and needs of Lenders representing at least the Required Percentage under Town, and consistent with the relevant Primary Agreement required development objectives set forth in section 6 of the Request for Proposal and the concepts related thereto previously presented by Purchaser to consent Seller with respect to both Phase I and II of the project In the event a mutually acceptable Conceptual Plan is not reached by the parties pursuant to the Collateral Extension under requirements and within the terms timeframes set forth above, Seller may terminate this Agreement by written notice to Buyer, in which case this Agreement and the Option shall be terminated, null and void and no further force and effect, except for indemnity obligations of Purchaser which survive such Primary Agreement, and Bane of America Securities Limited, as Killingholme Facility Agent, shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Killingholme Lenders representing at least the Required Percentage of the Killingholme Lenders under the terms of the Killingholme Facility Agreement.termination; and (c) NRG Energy shall have delivered to each The Seller requires the Premises be developed in a manner consistent with the following development objectives listed in the General Terms and Conditions of Section 6, Development Objectives, of the Agents Request for Proposal: 1) Implementation of a quality multifamily apartment development including use, design and function, that will be an asset to the following financial community; 2) Completion of the project in a timely, planned, and other information (well-executed manner; 3) Development which shall is complementary to the existing and surrounding neighborhood; 4) Management of traffic circulation; 5) Retention of significant trees as is reasonably practicable and planting of new landscaping; 6) Minimization of lighting impacts to adjacent properties to the extent reasonably feasible; and 7) Recognition that a portion of the site’s location within the watershed of a public drinking water supply which will include a robust stormwater management plan using low-impact development techniques to the extent reasonably feasible. Notwithstanding the Option Period defined in section 1 hereof, in the cases of clauses (i), (ii), (iii), (iv), (v) and (vi) be accompanied by a certificate of the chief financial officer or treasurer of NRG Energy to substantially the effect contemplated by paragraph 3(h)): (i) a 13-week forecast of cash flow and expenditures for NRG Energy and its Subsidiaries for the period commencing with the week of September 2, 2002 (the "CASH FORECAST"), which shall reflect the reasonable estimates by NRG Energy of opening cash balances, operating cash receipts and asset sale and other cash receipts and capital, operating and other expenditures on an as received and as made basis. The Cash Forecast shall include separate forecasts on a consolidating and consolidated basis in a form reasonably acceptable to FTI Policano & Manzo, LLC. Schedules to the Cash Forecast shall include a specific schedule of anticipated payments to Affiliates of NRG Energy and a listing of payments of principal of and interest on the Debt of NRG Energy and its Subsidiaries due during such period (including the dates when due and any applicable grace periods and whether or not such payments are anticipated to be made) and of payments in respect of turbine orders by them due during such period (including whether or not such payments are anticipated to be made); (ii) a schedule of all material assets of NRG Energy and its Subsidiaries that are not subject to any material Liens and any recent material indications of the values thereof; (iii) a listing of all material agreements or instruments that prohibit or limit the ability of NRG Energy or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon event any of the assets set forth in conditions precedent are deemed by Seller to not have been satisfied prior to Purchaser’s exercise of the previous clause Option, Seller shall provide written notice to Purchaser specifying the deficiency(ies) and Purchaser shall have thirty (ii30) days to cure said deficiency(ies); , provided if cure of any such deficiency is not reasonably possible within such thirty (iv30) day period, and if Purchaser makes good faith and diligent efforts to resolve such deficiency during and following said thirty (30) day period, such cure period shall be extended for such period of time as is necessary for Purchaser to cure such deficiency, and the Purchaser shall have the right to exercise the Option upon such cure. In the event the Option Period expires during such cure period, such Option Period shall be extended to the extent end of such cure period if Purchaser makes good faith and diligent efforts to resolve the deficiencies during said cure period. In the event that the specified deficiencies are not previously delivered pursuant to cured as provided in this section, this Agreement and the Initial Collateral Call Extension LetterOption contemplated herein shall terminate, a listbe rendered null and void and of no further force and effect, and copies, which the exception of all tax sharing agreements and arrangements, Debt Instruments, Capital Expenditure Agreements, Lease Agreements or Other Material Agreements (or any agreements or documents relating thereto or entered into or delivered in connection therewith) to which NRG Energy or any indemnity obligations surviving termination of its Subsidiaries are a party which require (A) that NRG Energy or such Subsidiary post cash collateral, letters of credit or other similar credit support or make certain equity contributions as a result of a decline in the credit rating of NRG Energy or the occurrence of any other similar credit event orthis Agreement.

Conditions Precedent. This Second Collateral Call Extension Letter shall become effective as (a) The payments of the date first above written when Net Proceeds and only whenthe transfer of the Exchanged Existing Bonds to the Escrow Accounts are subject to: (i) the Agent having received documents and evidence of the Escrow Accounts Pledge Agreement being duly executed and perfected; (ii) the Issuer having deposited funds on the USD Escrow Cash Account in a minimum amount equal to: (A) the Total Nominal Amount of the Tranche 1 Initial Bonds, plus (B) an amount equal to the Interest payable on the Tranche 1 Initial Bonds from (and including) the First Issue Date up to (and including) the Long Stop Date, minus (C) the Net Proceeds in relation to the Tranche 1 Initial Bond to be deposited on the USD Escrow Cash Account (the aggregate amount of (A) and (B) minus (C) shall be referred to as the "USD Escrow Amount"); (iii) if the requirement under (ii) has not been fulfilled on or before October 11the First Issue Date, 2002, AEA Investors SBF III LP shall instead provide to the following conditions shall have Agent an irrevocable undertaking to deposit an amount equal to the USD Escrow Amount on the USD Escrow Cash Account no later than 31 July 2016 if the requirement in (ii) above has not been satisfied:fulfilled on or before such date; (aiv) NRG Energy and each of its Subsidiaries indicated the Issuer having deposited funds on the signature pages hereto DKK Escrow Cash Account in a minimum amount equal to: (each such Person being A) the Total Nominal Amount of the Tranche 2 Initial Bonds, plus (B) an amount equal to the Interest payable on the Tranche 2 Initial Bonds from (and including) the First Issue Date up to (and including) the Long Stop Date, minus (C) the Net Proceeds in relation to the Tranche 2 Initial Bond to be deposited on the DKK Escrow Cash Account (the aggregate amount of (A) and (B) minus (C) shall be referred to herein as a the "NRG PARTYDKK Escrow Amount"); and (v) if the requirement under (iv) has not been fulfilled on or before the First Issue Date, AEA Investors SBF III LP shall have executed and delivered instead provide to each of the Signing Agents a copy of this Second Collateral Call Extension Letter;Agent an irrevocable undertaking to deposit an amount equal to the USD Escrow Amount on the USD Escrow Cash Account no later than 31 July 2016 if the requirement in (iv) above has not been fulfilled on or before such date. (b) Each The Agent’s approval of the Signing Agents shall have executed disbursement of the Net Proceeds, the Exchanged Existing Bonds and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Lenders representing at least the Required Percentage under the relevant Primary Agreement required to consent cash standing to the Collateral Extension under from the terms of such Primary Agreement, and Bane of America Securities Limited, as Killingholme Facility Escrow Accounts is subject to the following documents being received by the Agent, shall have executed in form and delivered substance satisfactory to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Killingholme Lenders representing at least the Required Percentage of the Killingholme Lenders under the terms of the Killingholme Facility Agreement. it (c) NRG Energy shall have delivered to each of the Agents acting reasonably), that the following financial actions have been taken and other information (which shall in that the cases of clauses (i), (ii), (iii), (iv), (v) and (vi) be accompanied by a certificate of the chief financial officer or treasurer of NRG Energy to substantially the effect contemplated by paragraph 3(h)):following events have occurred: (i) a 13-week forecast transcript from the Danish Business Authority and articles of cash flow and expenditures for NRG Energy and its Subsidiaries association for the period commencing with the week of September 2, 2002 (the "CASH FORECAST"), which shall reflect the reasonable estimates by NRG Energy of opening cash balances, operating cash receipts and asset sale and other cash receipts and capital, operating and other expenditures on an as received and as made basis. The Cash Forecast shall include separate forecasts on a consolidating and consolidated basis in a form reasonably acceptable to FTI Policano & Manzo, LLC. Schedules to the Cash Forecast shall include a specific schedule of anticipated payments to Affiliates of NRG Energy and a listing of payments of principal of and interest on the Debt of NRG Energy and its Subsidiaries due during such period (including the dates when due and any applicable grace periods and whether or not such payments are anticipated to be made) and of payments in respect of turbine orders by them due during such period (including whether or not such payments are anticipated to be made)Issuer; (ii) a schedule copy of all material assets of NRG Energy a duly signed unconditional and its Subsidiaries that are not subject to any material Liens and any recent material indications irrevocable call notice for the repayment of the values thereofRefinancing Debt, such repayment to take place no later than upon the disbursement of the Net Proceeds from the Escrow Accounts (however, with due regard to the payment mechanisms of the CSD); (iii) a listing of duly executed release notice from the agent under the Refinancing Debt confirming that all material agreements or instruments Existing Security will be released upon confirmation that prohibit or limit all obligations under the ability of NRG Energy or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any terms and conditions in respect of the assets set forth Existing Bonds, including but not limited to repayment in full of the previous clause (ii)Refinancing Debt, have been fulfilled and complied with;; (iv) corporate resolutions for the Issuer and each entity granting Transaction Security; (v) evidence that the Finance Documents have been duly executed; (vi) evidence that the Transaction Security has been duly provided and perfected or will be perfected as soon as practicably possible, but in any event no later than four Business Days following disbursement; (vii) evidence that all closing conditions for the Acquisition (except for payment of the purchase price) have been satisfied or waived and that the Acquisition will be consummated immediately upon disbursement of funds from the Escrow Accounts; and (viii) a legal opinion on the validity and enforceability of the Finance Documents issued by Kromann Reumert. The Agent may assume that documentation and other evidence delivered to it pursuant to Clause 4(a) and (b) is accurate, correct and complete unless it has actual knowledge that this is not the case, and the Agent does not have to verify the contents of any such documentation. (c) When the conditions precedent for disbursement set out in Clause 4(b) have been fulfilled to the extent satisfaction of the Agent (acting reasonably), the Agent shall instruct the bank (with which the Issuer holds the Escrow Accounts) to transfer the funds from the Escrow Accounts in accordance with Clause 3 (Use of Proceeds), and the Agent shall thereafter or in connection therewith release the pledge over the Escrow Accounts. The Agent shall instruct the bank with which the Issuer holds the Escrow Accounts to transfer any residual funds of the Net Proceeds on the Escrow Accounts, to the bank account specified by the Issuer on the first possible date which is a business day in both Denmark and Norway following such instructions. (d) If the conditions precedent for disbursement set out in Clause 4(b) have not previously delivered been fulfilled to the satisfaction of the Agent (acting reasonably) or waived by the Agent on or before the Long Stop Date, (i) the Issuer shall redeem the Bonds (which have not been purchased pursuant to the Initial Collateral Call Extension LetterExchange Offer) at a price equal to 100.00 per cent. of the Nominal Amount together with accrued but unpaid interest and the funds on the Escrow Cash Accounts shall in such case be applied to redeem the Bonds on behalf of the Issuer and any shortfall shall be covered by the Issuer and (ii) the Exchanged Existing Bonds, a liststanding on the Escrow VP Account, shall, together with accrued interest on such Exchanges Existing Bonds and copies, of all tax sharing agreements and arrangements, Debt Instruments, Capital Expenditure Agreements, Lease Agreements or Other Material Agreements (or any agreements or documents relating thereto or entered into or delivered in connection therewith) interest paid under such Exchanged Existing Bonds since the First Issue Date standing to which NRG Energy or any of its Subsidiaries are a party which require (A) that NRG Energy or such Subsidiary post cash collateral, letters of credit or other similar credit support or make certain equity contributions as a result of a decline in the credit rating of NRG Energy or the occurrence Escrow Interest Account, be released to the respective Existing Bondholders of such Exchanged Existing Bonds. Any funds distributed by the Agent to the Bondholders in accordance with the Escrow Accounts Pledge Agreement shall be deemed to be paid by the Issuer for the redemption under this Clause 4(d). The redemption date shall fall no later than thirty (30) Business Days after the Long Stop Date. (e) The Issuer shall ensure that all interest paid under the Exchanged Existing Bonds, during the period from the First Issue Date up to the date when the conditions precedent for disbursement (as set out in Clause 4(b)) have been fulfilled, are directed to the Escrow Interest Account and, should any other similar credit event orsuch interest be paid to the Issuer, the Issuer shall immediately deposit such interest to the Escrow Interest Account.

Conditions Precedent. This Second Collateral Call Extension Letter shall become effective as The obligations of Buyer to purchase the date first above written when and only whenProperty pursuant to this Agreement shall, on or before October 11at the option of Buyer, 2002, be subject to the following conditions precedent: 9.1.1. Seller shall have been satisfied:delivered the certificate reaffirming its representations and warranties as set forth in Section 7.1. (a) NRG Energy and each 9.1.2. Tenant shall not be in default under the Lease nor shall Tenant have given notice that it is discontinuing operations at the Real Property nor shall Tenant have filed bankruptcy or sought any similar debtor protective measure or be the subject of its Subsidiaries indicated on the signature pages hereto (each such Person being referred to herein as a "NRG PARTY") an involuntary bankruptcy. 9.1.3. Buyer shall have executed received, no later than the Close of Escrow, an estoppel certificate on a form provided by (or otherwise approved by) Buyer or in the form required under the Lease (“Conforming Estoppel”) and delivered to each a subordination, nondisturbance and attornment agreement on a form provided by (or otherwise approved by) Buyer or in the form required under the Lease (“Conforming SNDA”) from the Tenant. Buyer shall notify Seller within five (5) business days following receipt of the Signing Agents a copy of any executed estoppel certificate and/or subordination, nondisturbance and attornment agreement (but not later than the Close of Escrow) of Buyer’s approval or disapproval and the basis of such disapproval, if disapproved; provided that, if Buyer does not notify Seller of its disapproval within such period, such estoppel certificate will be deemed a Conforming Estoppel and/or such subordination, nondisturbance and attornment agreement will be deemed a Conforming SNDA. If Buyer does not receive a Conforming Estoppel and/or a Conforming SNDA prior to the Close of Escrow, Buyer shall have the right to terminate this Second Collateral Call Extension Letter; (b) Each Agreement and to obtain a refund of the Signing Agents Deposit without any further action required by any party, and neither party shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Lenders representing at least the Required Percentage under the relevant Primary Agreement required to consent any further obligation to the Collateral Extension under other, except as otherwise expressly provided herein. 9.1.4. Buyer shall have until expiration of the terms Due Diligence Period to enter into a purchase agreement giving Buyer the right to purchase that certain parcel more commonly known as “Triumph Hospital Southwest” (located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇). If Buyer, or an affiliate of Buyer, has not entered into such Primary Agreementagreement, Buyer may terminate this Agreement by notice to Seller prior to expiration of the Due Diligence Period and obtain a refund of the Deposit without any further action required by any party, and Bane of America Securities Limited, as Killingholme Facility Agent, neither party shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Killingholme Lenders representing at least the Required Percentage of the Killingholme Lenders under the terms of the Killingholme Facility Agreement. (c) NRG Energy shall have delivered to each of the Agents the following financial and other information (which shall in the cases of clauses (i), (ii), (iii), (iv), (v) and (vi) be accompanied by a certificate of the chief financial officer or treasurer of NRG Energy to substantially the effect contemplated by paragraph 3(h)): (i) a 13-week forecast of cash flow and expenditures for NRG Energy and its Subsidiaries for the period commencing with the week of September 2, 2002 (the "CASH FORECAST"), which shall reflect the reasonable estimates by NRG Energy of opening cash balances, operating cash receipts and asset sale and other cash receipts and capital, operating and other expenditures on an as received and as made basis. The Cash Forecast shall include separate forecasts on a consolidating and consolidated basis in a form reasonably acceptable to FTI Policano & Manzo, LLC. Schedules any further obligation to the Cash Forecast shall include a specific schedule of anticipated payments to Affiliates of NRG Energy and a listing of payments of principal of and interest on the Debt of NRG Energy and its Subsidiaries due during such period (including the dates when due and any applicable grace periods and whether or not such payments are anticipated to be made) and of payments in respect of turbine orders by them due during such period (including whether or not such payments are anticipated to be made); (ii) a schedule of all material assets of NRG Energy and its Subsidiaries that are not subject to any material Liens and any recent material indications of the values thereof; (iii) a listing of all material agreements or instruments that prohibit or limit the ability of NRG Energy or any of its Subsidiaries to createother, incur, assume or suffer to exist any Lien upon any of the assets set forth in the previous clause (ii); (iv) to the extent not previously delivered pursuant to the Initial Collateral Call Extension Letter, a list, and copies, of all tax sharing agreements and arrangements, Debt Instruments, Capital Expenditure Agreements, Lease Agreements or Other Material Agreements (or any agreements or documents relating thereto or entered into or delivered in connection therewith) to which NRG Energy or any of its Subsidiaries are a party which require (A) that NRG Energy or such Subsidiary post cash collateral, letters of credit or other similar credit support or make certain equity contributions except as a result of a decline in the credit rating of NRG Energy or the occurrence of any other similar credit event orotherwise expressly provided herein.

Conditions Precedent. This Second Collateral Call Extension Letter shall become effective as The obligation of the date first above written when and only when, on or before October 11, 2002, Joint Lead Managers under this Agreement to subscribe for the Notes is subject to the following conditions shall have precedent: Other Agreements: the execution and delivery by all parties thereto of the Agreements on or prior to the Closing Date; Listing: the Central Bank and Stock Exchange having agreed on or prior to the Closing Date to list the Notes and the Central Bank and Stock Exchange having agreed to admit the Notes for trading, subject only to the issue of the Notes; Legal Opinions: on or prior to the Closing Date, there having been satisfied: (a) NRG Energy and each of its Subsidiaries indicated on the signature pages hereto (each such Person being referred to herein as a "NRG PARTY") shall have executed and delivered to each the Joint Lead Managers: legal opinion of the Signing Agents Ministry of Justice, legal advisers to the Issuer as to Armenian law; no registration opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, United States counsel to the Issuer; disclosure letter of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, United States counsel to the Issuer; legal opinion of Arlex International Ltd, legal advisers to the Joint Lead Managers as to Armenian law; legal opinion of Freshfields Bruckhaus ▇▇▇▇▇▇▇▇ LLP, English legal advisers to the Joint Lead Managers; no registration opinion of Freshfields Bruckhaus ▇▇▇▇▇▇▇▇ LLP, United States counsel to the Joint Lead Managers; and disclosure letter of Freshfields Bruckhaus ▇▇▇▇▇▇▇▇ LLP, United States counsel to the Joint Lead Managers; DTC Documentation: the DTC Letter of Representations (including annexes thereto relating to certain procedures to be implemented by DTC), substantially in the agreed form having been delivered to DTC on or prior to the Closing Date; Authority: on or prior to the Closing Date, there having been delivered to the Joint Lead Managers an English language copy, certified by a copy of this Second Collateral Call Extension Letter; (b) Each duly authorised official of the Signing Agents shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Lenders representing at least the Required Percentage under the relevant Primary Agreement required to consent to the Collateral Extension under the terms of such Primary AgreementIssuer, and Bane of America Securities Limited, as Killingholme Facility Agent, shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Killingholme Lenders representing at least the Required Percentage of the Killingholme Lenders under [•]1 and any other external approvals necessary for the terms issue of the Killingholme Facility Agreement. (c) NRG Energy shall have delivered to each of Notes by the Agents the following financial and other information (which shall in the cases of clauses (i), (ii), (iii), (iv), (v) and (vi) be accompanied by a certificate of the chief financial officer or treasurer of NRG Energy to substantially the effect contemplated by paragraph 3(h)): (i) a 13-week forecast of cash flow and expenditures for NRG Energy and its Subsidiaries for the period commencing with the week of September 2, 2002 (the "CASH FORECAST"), which shall reflect the reasonable estimates by NRG Energy of opening cash balances, operating cash receipts and asset sale and other cash receipts and capital, operating and other expenditures on an as received and as made basis. The Cash Forecast shall include separate forecasts on a consolidating and consolidated basis in a form reasonably acceptable to FTI Policano & Manzo, LLC. Schedules to the Cash Forecast shall include a specific schedule of anticipated payments to Affiliates of NRG Energy and a listing of payments of principal of and interest on the Debt of NRG Energy and its Subsidiaries due during such period (including the dates when due and any applicable grace periods and whether or not such payments are anticipated to be made) and of payments in respect of turbine orders by them due during such period (including whether or not such payments are anticipated to be made)Issuer having been obtained; (ii) a schedule of all material assets of NRG Energy and its Subsidiaries that are not subject to any material Liens and any recent material indications of the values thereof; (iii) a listing of all material agreements or instruments that prohibit or limit the ability of NRG Energy or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of the assets set forth in the previous clause (ii); (iv) to the extent not previously delivered pursuant to the Initial Collateral Call Extension Letter, a list, and copies, of all tax sharing agreements and arrangements, Debt Instruments, Capital Expenditure Agreements, Lease Agreements or Other Material Agreements (or any agreements or documents relating thereto or entered into or delivered in connection therewith) to which NRG Energy or any of its Subsidiaries are a party which require (A) that NRG Energy or such Subsidiary post cash collateral, letters of credit or other similar credit support or make certain equity contributions as a result of a decline in the credit rating of NRG Energy or the occurrence of any other similar credit event or

Conditions Precedent. This Second Collateral Call Extension Letter The Lender’s agreement to consent to the Borrowers’ request referred to in Recital E hereof is subject to the condition that the Lender shall become effective as of have received the date first above written when following in form and only whensubstance satisfactory to the Lender, in all respects on or before October 11, 2002, the following conditions shall have been satisfiedprior to 13 November 2009: (a) NRG Energy certificate of incumbency of each Borrower and each the Seanergy Holdings Guarantor signed by its secretary or a director thereof, stating, inter alia, the officers and/or directors of same and that no amendment has been effected to its Subsidiaries indicated on Articles of Incorporation and By-Laws, as the signature pages hereto (each such Person being referred to herein as a "NRG PARTY") shall have executed and delivered to each case may be, from the date of the Signing Agents a copy Financial Agreement until the date of this Second Collateral Call Extension Lettersuch certificate, or advising of any change thereto by attaching the relevant amendment to the certificate; (b) Each certificate or other evidence in respect of the Signing Agents shall have executed existence and delivered to NRG Energy a copy good standing of each Borrower and the Seanergy Holdings Guarantor dated not more than fifteen (15) days before the date of this Second Collateral Call Extension Letter on behalf of Lenders representing at least the Required Percentage under the relevant Primary Agreement required to consent to the Collateral Extension under the terms of such Primary Agreement, and Bane of America Securities Limited, as Killingholme Facility Agent, shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Killingholme Lenders representing at least the Required Percentage of the Killingholme Lenders under the terms of the Killingholme Facility Agreement.Addendum No. 2; (c) NRG Energy shall have minutes of meeting of the directors and shareholders, or resolutions of the directors and shareholders of each Borrower at which there was approved the entry into execution delivery and performance of this Addendum No. 2, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto to which the relevant Borrower is a party; (d) evidence of the due authority of any person signing this Addendum No. 2, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto on behalf of each Borrower and the Seanergy Holdings Guarantor; (e) the Supplemental Security Documents referred to in Clause 4, all duly executed, delivered to each the Lender and where appropriate duly registered with the relevant authorities; (f) confirmation from any agents for service of process nominated in this Addendum No. 2 and elsewhere in the Supplemental Security Documents for the acceptance of any notice of service of process that they consent to such nomination; (g) opinions from lawyers appointed by the Lender at the Borrowers’ expense as to all such aspects of law as the Lender shall deem relevant for this Addendum No. 2 and the Supplemental Security Documents and any other documents executed pursuant thereto or hereto; (h) payment to the Lender of an amount of Four thousand Five hundred Euros (€4,500) in respect of legal fees of the Agents the following financial Greek and other information (which shall in the cases of clauses (i), (ii), (iii), (iv), (v) and (vi) be accompanied by a certificate English legal advisors of the chief financial officer or treasurer Lender in respect of NRG Energy to substantially this Addendum No. 2 and the effect contemplated by paragraph 3(h)):Supplemental Security Documents; (i) a 13-week forecast of cash flow and expenditures for NRG Energy and its Subsidiaries for the period commencing with the week of September 2, 2002 (the "CASH FORECAST"), which shall reflect the reasonable estimates by NRG Energy of opening cash balances, operating cash receipts and asset sale and other cash receipts and capital, operating and other expenditures on an as received and as made basis. The Cash Forecast shall include separate forecasts on a consolidating and consolidated basis in a form reasonably acceptable to FTI Policano & Manzo, LLC. Schedules payment to the Cash Forecast shall include a specific schedule Lender of anticipated payments to Affiliates an amount of NRG Energy and a listing the fees of payments the ▇▇▇▇▇▇▇▇ Islands counsel of principal of and interest on the Debt of NRG Energy and its Subsidiaries due during such period (including the dates when due and any applicable grace periods and whether or not such payments are anticipated to be made) and of payments in respect of turbine orders by them due during such period (including whether or not such payments are anticipated to be made)Lender; (iij) a schedule payment to the Lender of all material assets of NRG Energy and its Subsidiaries that are not subject to any material Liens and any recent material indications an amount of the values thereoffees of the Bahamian counsel of the Lender; (iiik) a listing payment to the Lender of all material agreements or instruments that prohibit or limit the ability of NRG Energy or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any an amount of the assets set forth in fees of the previous clause (ii);British Virgin Islands counsel of the Lender; and (ivl) evidence that the Borrowers are in compliance with their obligations under Clause 19.22 of the Financial Agreement. PROVIDED HOWEVER THAT the Lender may in its absolute discretion consent to the extent Borrowers’ request referred to in Recital E hereof notwithstanding that all the conditions specified in this Clause 5 have not previously delivered pursuant been fulfilled and in this event the Borrowers hereby covenant to procure the Initial Collateral Call Extension Letter, a list, and copies, fulfilment of all tax sharing agreements and arrangements, Debt Instruments, Capital Expenditure Agreements, Lease Agreements such conditions within ten (10) days after the Effective Date or Other Material Agreements (or any agreements or documents relating thereto or entered into or delivered in connection therewith) to which NRG Energy or any of its Subsidiaries are a party which require (A) that NRG Energy or at such Subsidiary post cash collateral, letters of credit or other similar credit support or make certain equity contributions as a result of a decline in time specified by the credit rating of NRG Energy or the occurrence of any other similar credit event orLender.

Conditions Precedent. This Second Collateral Call Extension Letter Agreement and the amendment of the Credit Agreement as set forth in Section 2 hereof shall become effective as of on the date first above written when and only when(such date, the “Second Amendment Effective Date”) on or before October 11, 2002, which each of the following conditions shall have been satisfied:be satisfied (or waived in accordance with Section 10.02 of the Credit Agreement): (a) NRG Energy The Administrative Agent shall have received from the Company, the Required Lenders and each the Administrative Agent (i) a counterpart of its Subsidiaries indicated on the signature pages hereto (this Agreement duly executed by each such Person being referred party or (ii) written evidence satisfactory to herein as the Administrative Agent (which may include facsimile transmission or other electronic imaging, including DocuSign) that such party has duly signed a "NRG PARTY") shall have executed and delivered to each of the Signing Agents a copy counterpart of this Second Collateral Call Extension Letter;Agreement. (b) Each The Administrative Agent shall have received a certificate, dated the Second Amendment Effective Date and signed by the chief executive officer or the chief financial officer of the Signing Agents shall have executed Company, certifying that, as of the Second Amendment Effective Date, (i) the representations and delivered warranties of each Loan Party set forth in the Loan Documents are true and correct (A) in the case of the representations and warranties qualified as to NRG Energy a copy materiality, in all respects and (B) otherwise, in all material respects (and, for purposes of this Second Collateral Call Extension Letter on behalf Section 3.12 of Lenders representing at least the Required Percentage under the relevant Primary Agreement required to consent Credit Agreement, with each reference therein to the Collateral Extension under “Effective Date” being deemed to be a reference to the terms “Second Amendment Effective Date”), except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be so true and correct on and as of such Primary Agreementprior date, and Bane of America Securities Limited, as Killingholme Facility Agent, shall have executed (ii) no Default has occurred and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Killingholme Lenders representing at least the Required Percentage of the Killingholme Lenders under the terms of the Killingholme Facility Agreementis continuing. (c) NRG Energy All costs, expenses (including reasonable and documented legal fees and expenses) and fees contemplated by the Loan Documents (or separately agreed by the Company with the Administrative Agent) to be reimbursable or payable to the Administrative Agent or the Lenders shall have delivered to each of the Agents the following financial and other information (which shall in the cases of clauses (i), (ii), (iii), (iv), (v) and (vi) be accompanied by a certificate of the chief financial officer been paid on or treasurer of NRG Energy to substantially the effect contemplated by paragraph 3(h)): (i) a 13-week forecast of cash flow and expenditures for NRG Energy and its Subsidiaries for the period commencing with the week of September 2, 2002 (the "CASH FORECAST"), which shall reflect the reasonable estimates by NRG Energy of opening cash balances, operating cash receipts and asset sale and other cash receipts and capital, operating and other expenditures on an as received and as made basis. The Cash Forecast shall include separate forecasts on a consolidating and consolidated basis in a form reasonably acceptable to FTI Policano & Manzo, LLC. Schedules prior to the Cash Forecast shall include a specific schedule of anticipated payments to Affiliates of NRG Energy and a listing of payments of principal of and interest on the Debt of NRG Energy and its Subsidiaries due during such period (including the dates when due and any applicable grace periods and whether or not such payments are anticipated to be made) and of payments Second Amendment Effective Date, in respect of turbine orders by them due during such period (including whether or not such payments are anticipated to be made); (ii) a schedule of all material assets of NRG Energy and its Subsidiaries that are not subject to any material Liens and any recent material indications of the values thereof; (iii) a listing of all material agreements or instruments that prohibit or limit the ability of NRG Energy or any of its Subsidiaries to createeach case, incur, assume or suffer to exist any Lien upon any of the assets set forth in the previous clause (ii); (iv) to the extent not previously delivered pursuant required to be paid on or prior to the Initial Collateral Call Extension LetterSecond Amendment Effective Date and, a listin the case of costs and expenses, invoiced at least two Business Days prior to the Second Amendment Effective Date. The Administrative Agent shall notify the Company and the Lenders of the Second Amendment Effective Date, and copies, of all tax sharing agreements such notice shall be conclusive and arrangements, Debt Instruments, Capital Expenditure Agreements, Lease Agreements or Other Material Agreements (or any agreements or documents relating thereto or entered into or delivered in connection therewith) to which NRG Energy or any of its Subsidiaries are a party which require (A) that NRG Energy or such Subsidiary post cash collateral, letters of credit or other similar credit support or make certain equity contributions as a result of a decline in the credit rating of NRG Energy or the occurrence of any other similar credit event orbinding.

Conditions Precedent. This Second Collateral Call Extension Letter (a) As conditions precedent to the initial Transaction, Purchaser shall become effective have received (or has waived in writing receipt), except as otherwise indicated in Section 10(c) of the date first above written when and only whenthis Agreement, on or before October 11the Effective Date (or in the case of the items specified in subparagraphs (ii) through and (v) below, 2002within thirty (30) days following the Effective Date) each of the following, in form and substance satisfactory to Purchaser and duly executed by each party thereto (as applicable): (i) Each of the Program Documents duly executed and delivered by the parties thereto and being in full force and effect, free of any modification, breach or waiver; (ii) Certificates of an officer of each of Seller and Guarantor attaching certified copies of Seller’s and Guarantor’s respective consents or charter, bylaws and corporate resolutions, as applicable, approving the Program Documents and Transactions thereunder (either specifically or by general resolution), and all documents evidencing other necessary corporate action or governmental approvals as may be required in connection with the Program Documents; (iii) A certified copy of a good standing certificate from the jurisdiction of organization of each of Seller and Guarantor, dated as of no earlier than the date which is ten (10) Business Days prior to the Purchase Date with respect to the initial Transaction hereunder; (iv) An incumbency certificate of the secretary of each of Seller and Guarantor certifying the names, true signatures and titles of Seller’s and Guarantor’s representatives who are duly authorized to request Transactions hereunder and to execute the Program Documents and the other documents to be delivered thereunder; (v) An opinion of Seller’s counsel (including Seller’s in-house counsel) as to such matters as Purchaser or Agent may reasonably request (including, without limitation, with respect to Purchaser’s first priority lien on and perfected security interest in the Purchased Assets, a no material litigation, non-contravention, enforceability and corporate opinion with respect to Seller, an opinion with respect to the inapplicability of the Investment Company Act to Seller and its Subsidiaries and Guarantor, an opinion that this Agreement constitutes a “repurchase agreement” and a “securities contract” within the meaning of the Bankruptcy Code and an opinion that no Transaction constitutes an avoidable transfer under Section 546(f) of the Bankruptcy Code, each in form and substance acceptable to Purchaser and Agent; provided, that Seller’s in-house counsel shall be permitted to provide only the no material litigation, noncontravention and corporate opinions; (vi) Seller shall have paid to Purchaser and Purchaser shall have received all accrued and unpaid fees and expenses owed to Purchaser in accordance with the Program Documents, including without limitation, the Initial Fee, the Renewal Fee or the Extension Fee, as applicable, pursuant to Section 2 of the Pricing Side Letter, in each case, in immediately available funds, and without deduction, set-off or counterclaim; (vii) A copy of the insurance policies required by Section 14(q) of this Agreement; (viii) Duly completed and filed Uniform Commercial Code financing statements acceptable to Purchaser and covering the Purchased Assets on Form UCC1; (ix) [RESERVED]; (x) Any other documents reasonably requested by Purchaser or Agent; and (xi) Purchaser and/or Agent shall have completed the initial due diligence review pursuant to Section 36, and such review shall be satisfactory to Purchaser and Agent in their sole discretion. (b) As conditions precedent to each Transaction (including the initial Transaction), each of the following conditions shall have been satisfied: (ai) NRG Energy and each of Purchaser or its Subsidiaries indicated on the signature pages hereto (each such Person being referred to herein as a "NRG PARTY") designee shall have executed received (or has waived in writing receipt) on or before the Purchase Date with respect to Eligible Mortgage Loans that are to be the subject of such Transaction (unless otherwise specified in this Agreement) the following, in form and substance satisfactory to Purchaser and (if applicable) duly executed: (A) Seller shall have paid to Purchaser and Purchaser shall have received all accrued and unpaid fees and expenses owed to Purchaser in accordance with the Program Documents in immediately available funds, and without deduction, set-off or counterclaim; (B) The Transaction Notice and Seller Mortgage Loan Schedule (and additionally with respect to Correspondent Loans, the Correspondent Seller Release) with respect to such Purchased Assets, delivered pursuant to Section 3(c); (C) Such certificates, customary opinions of counsel or other documents as Purchaser or Agent may reasonably request, provided that such opinions of counsel shall not be required routinely in connection with each Transaction but shall only be required from time to time as deemed necessary by Purchaser in its commercially reasonable judgment; provided further that Seller may provide such opinions of counsel or other documents to Purchaser within five (5) Business Days following such Purchase Date; (D) Purchaser shall have received the Initial Fee, the Renewal Fee or the Extension Fee, as applicable, pursuant to Section 2 of the Signing Agents Pricing Side Letter, in immediately available funds, and without deduction, set-off or counterclaim; (E) With respect to Mortgage Loans that are not Wet-Ink Mortgage Loans, an original trust receipt executed by the Custodian without exceptions and with respect to Wet-Ink Mortgage Loans, a notice of intent to issue a trust receipt executed by the Wet-Ink Mortgage Loan Document Receipt Date by the Custodian; (F) Such other certifications of Custodian as are required under Sections 2 and 4 of the Custodial and Disbursement Agreement; (G) With respect to (i) any table-funded Wet-Ink Mortgage Loan that is the subject of such Transaction, (x) a copy of this Second Collateral Call Extension Letterthe Escrow Instruction Letter in the form attached as Exhibit G hereto, signed by the Settlement Agent and (y) a copy of the Closing Protection Letter from each title company in form and substance acceptable to Purchaser in its sole discretion and (ii) any self-funded Wet-Ink Mortgage Loan that is the subject of such Transaction, (x) a copy of the Escrow Instruction Letter in the form attached as Exhibit G hereto, signed by the Settlement Agent, (y) a copy of the Closing Protection Letter from each title company in form and substance acceptable to Purchaser in its sole discretion and (z) confirmation of the Fed. Reference Number (or other independent confirmation reasonably acceptable to the Purchaser) with respect to the funding of any such Wet-Ink Mortgage Loan; (H) a duly executed Warehouse Lender’s Release from any Warehouse Lender (including any party that has a precautionary security interest in a Mortgage Loan) having a security interest in any Mortgage Loans, substantially in the form of Exhibit E, addressed to Purchaser, releasing any and all of its right, title and interest in, to and under such Mortgage Loan (including, without limitation, any security interest that such secured party or secured party’s agent may have by virtue of its possession, custody or control thereof) and, to the extent applicable, has filed Uniform Commercial Code termination statements in respect of any Uniform Commercial Code filings made in respect of such Mortgage Loan, and each such Warehouse Lender’s Release and Uniform Commercial Code termination statement has been delivered to Purchaser prior to such Transaction and to the Custodian as part of the Mortgage File; (I) Purchaser shall have received the Non-Utilization Fee then due and owing pursuant to Section 2 of the Pricing Side Letter in immediately available funds, and without deduction, set-off or counterclaim; provided that Purchaser may, in its sole discretion, net any unpaid Non-Utilization Fee from the proceeds of any Purchase Price paid by Purchaser to a Seller; and (J) With respect to any FHA Buyout Loan, evidence that such FHA Buyout Loan is fully insured by FHA. (ii) No Default or Event of Default shall have occurred and be continuing; (iii) Purchaser shall not have determined that the introduction of or a change in any Requirement of Law or in the interpretation or administration of any requirement of law applicable to Purchaser has made it unlawful, and no Governmental Authority shall have asserted that it is unlawful, for Purchaser to enter into Transactions with the applicable Pricing Rate; (iv) Both immediately prior to the related Transaction and also after giving effect thereto and to the intended use thereof, all representations and warranties in the Program Documents shall be true and correct on the date of such Transaction (with the same force and effect as if made on such date) and Seller is in compliance with the terms and conditions of the Program Documents, other than as may be expressly waived by the Purchaser; (v) The then Aggregate MRA Purchase Price when added to the Purchase Price for the requested Transaction shall not exceed, as of any date of determination, the lesser of (a) the Maximum Aggregate Purchase Price (less the Aggregate EPF Purchase Price) or (b) Each the Asset Base; (vi) From and after the sixtieth (60th) day after the Effective Date, the Purchase Price for the requested Transaction shall not be less than $500,000 unless otherwise agreed; (vii) From and after the thirtieth (30th) day after the Effective Date, the Collection Account shall have been established with the Bank and shall be subject to the Collection Account Control Agreement; (viii) Satisfaction of any conditions precedent to the initial Transaction as set forth in clause (a) of this Section 10 that were not satisfied prior to such initial Purchase Date; (ix) Purchaser shall have determined that all actions necessary to maintain Purchaser’s perfected security interest in the Purchased Assets have been taken, including, without limitation, receipt of evidence no later than five (5) Business Days after the Effective Date, of a duly filed Uniform Commercial Code financing statement on Form UCC3 with respect to a UCC1, initial financing statement file number 2012 4582229, filed by Credit Suisse AG on November 28, 2012; (x) Purchaser or its designee shall have received any other documents reasonably requested by Purchaser; (xi) There is no Margin Deficit at the time immediately prior to entering into a new Transaction (other than a Margin Deficit that will be cured contemporaneous with such Transaction in accordance with the provisions of Section 7 hereof); and (xii) None of the Signing Agents following shall have executed and delivered occurred and/or be continuing (it being understood that Purchaser will make the following determinations consistent with those made with respect to NRG Energy similar borrowers or sellers under similar credit or repurchase agreements): (A) an event or events shall have occurred in the good faith determination of Purchaser resulting in the effective absence of a copy of this Second Collateral Call Extension Letter on behalf of Lenders representing “repo market” or comparable “lending market” for financing debt obligations secured by mortgage loans or securities or an event or events shall have occurred resulting in Purchaser not being able to finance Eligible Mortgage Loans through the “repo market” or “lending market” with traditional counterparties at least the Required Percentage under the relevant Primary Agreement required to consent rates which would have been reasonable prior to the Collateral Extension under the terms occurrence of such Primary Agreement, and Bane of America Securities Limited, as Killingholme Facility Agent, event or events; or (B) an event or events shall have executed occurred resulting in the effective absence of a “securities market” for securities backed by mortgage loans or an event or events shall have occurred resulting in Purchaser not being able to sell securities backed by mortgage loans at prices which would have been reasonable prior to such event or events; or (C) there shall have occurred a material adverse change in the financial condition of Purchaser which affects (or can reasonably be expected to affect) materially and delivered adversely the ability of Purchaser to NRG Energy a copy of fund its obligations under this Second Collateral Call Extension Letter on behalf of Killingholme Lenders representing at least Agreement. (xiii) With respect to FHA Buyout Loans, FHA continues to hold permanent indefinite authority to obtain funds directly from the Required Percentage of the Killingholme Lenders under the terms of the Killingholme Facility AgreementUnited States Treasury without additional congressional approval. (c) NRG Energy shall have delivered As condition precedent to each any Transaction (including the initial Transaction) involving the funding of the Agents the following financial and other information (which shall in the cases of clauses (i), (ii), (iii), (iv), (v) and (vi) be accompanied by a certificate of the chief financial officer or treasurer of NRG Energy to substantially the effect contemplated by paragraph 3(h)): (i) a 13-week forecast of cash flow Modified Loans, the parties shall have entered into an amended Custodial and expenditures for NRG Energy Disbursement Agreement that incorporates such assets or (ii) FHA Buyout Loans, the parties shall have entered into the ▇▇▇▇▇▇ Collection Account Control Agreement and its Subsidiaries for the period commencing with the week of September 2, 2002 (the "CASH FORECAST"), which shall reflect the reasonable estimates by NRG Energy of opening cash balances, operating cash receipts an amended Custodial and asset sale and other cash receipts and capital, operating and other expenditures on an as received and as made basis. The Cash Forecast shall include separate forecasts on a consolidating and consolidated basis Disbursement Agreement that incorporates such assets; each in a form reasonably acceptable mutually agreed upon, and Purchasers shall have received an enforceability opinion with respect to FTI Policano & Manzosuch agreements and, LLC. Schedules if such funding relates to FHA Buyout Loans, a security interest opinion with respect to the Cash Forecast shall include a specific schedule of anticipated payments to Affiliates of NRG Energy and a listing of payments of principal of and interest on the Debt of NRG Energy and its Subsidiaries due during such period (including the dates when due and any applicable grace periods and whether or not such payments are anticipated to be made) and of payments in respect of turbine orders by them due during such period (including whether or not such payments are anticipated to be made); (ii) a schedule of all material assets of NRG Energy and its Subsidiaries that are not subject to any material Liens and any recent material indications of the values thereof; (iii) a listing of all material agreements or instruments that prohibit or limit the ability of NRG Energy or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of the assets set forth in the previous clause (ii); (iv) to the extent not previously delivered pursuant to the Initial Collateral Call Extension Letter, a list, and copies, of all tax sharing agreements and arrangements, Debt Instruments, Capital Expenditure Agreements, Lease Agreements or Other Material Agreements (or any agreements or documents relating thereto or entered into or delivered in connection therewith) to which NRG Energy or any of its Subsidiaries are a party which require (A) that NRG Energy or such Subsidiary post cash collateral, letters of credit or other similar credit support or make certain equity contributions as a result of a decline in the credit rating of NRG Energy or the occurrence of any other similar credit event or▇▇▇▇▇▇ Collection Account Control Agreement.

Conditions Precedent. This Second Collateral Call Extension Letter (a) As conditions precedent to the effectiveness of this Agreement, Purchaser shall become effective as of the date first above written when and only when, have received on or before October 11the Effective Date the following, 2002in form and substance satisfactory to Purchaser and duly executed by each party thereto (as applicable): (i) Each of the Program Documents duly executed and delivered by the parties thereto and being in full force and effect, free of any modification, breach or waiver; (ii) A certificate of an officer of Seller attaching certified copies of Seller’s consents or charter, bylaws and corporate resolutions, as applicable, approving the Program Documents and Transactions thereunder (either specifically or by general resolution), and all documents evidencing other necessary corporate action or governmental approvals as may be required in connection with the Program Documents; (iii) A certified copy of a good standing certificate from the jurisdiction of organization of Seller, dated as of no earlier than the date which is ten (10) Business Days prior to the Effective Date; (iv) An incumbency certificate of the secretary of Seller certifying the names, true signatures and titles of Seller’s representatives who are duly authorized to request Transactions hereunder and to execute the Program Documents and the other documents to be delivered thereunder; (v) An opinion of Seller’s counsel as to such matters as Purchaser may reasonably request (including, without limitation, with respect to Purchaser’s perfected security interest in the Purchased Assets, a non-contravention, enforceability and corporate opinion with respect to Seller, an opinion with respect to the inapplicability of the Investment Company Act to Seller, an opinion that this Agreement constitutes a “repurchase agreement”, a “securities contract” and a “master netting agreement” within the meaning of the Bankruptcy Code and an opinion that no Transaction constitutes an avoidable transfer under Sections 546(e), 546(f), and 546(j) of the Bankruptcy Code, each in form and substance acceptable to Purchaser; (vi) Seller shall have paid to Purchaser and Purchaser shall have received all accrued and unpaid fees and expenses owed to Purchaser in accordance with the Program Documents, including without limitation, the Structuring Fee, the Non-Utilization Fee, and any Transaction Fees then due and owing pursuant to Section 2 of the Pricing Side Letter, in immediately available funds, and without deduction, set-off or counterclaim; (vii) A copy of the insurance policies required by Section 14(q) of this Agreement; (viii) Duly completed and filed Uniform Commercial Code financing statements acceptable to Purchaser and covering the Purchased Assets on Form UCC1; (ix) Purchaser or Agent shall have completed the due diligence review pursuant to Section 36, and such review shall be satisfactory to Purchaser and Agent in their sole discretion; (x) Seller shall have provided evidence, satisfactory to Purchaser and Agent, that Servicer’s and Seller’s Approvals are in good standing; and (xi) Any other documents reasonably requested by Purchaser or Agent. (b) As conditions precedent to each Transaction pursuant to this Agreement (including the initial Transaction), each of the following conditions shall precedent must have been satisfied: (ai) NRG Energy and each of Purchaser or its Subsidiaries indicated on the signature pages hereto (each such Person being referred to herein as a "NRG PARTY") designee shall have executed received on or before the Purchase Date with respect to Eligible Mortgage Loans that are to be the subject of such Transaction (unless otherwise specified in this Agreement) the following, in form and delivered substance satisfactory to each Purchaser and (if applicable) duly executed: (A) Seller shall have paid to Purchaser and Purchaser shall have received all accrued and unpaid fees and expenses owed to Purchaser in accordance with the Program Documents, including without limitation, the Structuring Fee, the Non-Utilization Fee and any Transaction Fee then due and owing pursuant to Section 2 of the Signing Agents a copy of this Second Collateral Call Extension Pricing Side Letter, in immediately available funds, and without deduction, set-off or counterclaim; (bB) Each of the Signing Agents shall have executed and The Seller Mortgage Loan Schedule with respect to such Purchased Assets, delivered pursuant to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Lenders representing at least the Required Percentage under the relevant Primary Agreement required to consent to the Collateral Extension under the terms of such Primary Agreement, and Bane of America Securities Limited, as Killingholme Facility Agent, shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Killingholme Lenders representing at least the Required Percentage of the Killingholme Lenders under the terms of the Killingholme Facility Agreement. (c) NRG Energy shall have delivered to each of the Agents the following financial and other information (which shall in the cases of clauses (i), (ii), (iii), (iv), (v) and (vi) be accompanied by a certificate of the chief financial officer or treasurer of NRG Energy to substantially the effect contemplated by paragraph 3(h)): (i) a 13-week forecast of cash flow and expenditures for NRG Energy and its Subsidiaries for the period commencing with the week of September 2, 2002 (the "CASH FORECAST"), which shall reflect the reasonable estimates by NRG Energy of opening cash balances, operating cash receipts and asset sale and other cash receipts and capital, operating and other expenditures on an as received and as made basis. The Cash Forecast shall include separate forecasts on a consolidating and consolidated basis in a form reasonably acceptable to FTI Policano & Manzo, LLC. Schedules to the Cash Forecast shall include a specific schedule of anticipated payments to Affiliates of NRG Energy and a listing of payments of principal of and interest on the Debt of NRG Energy and its Subsidiaries due during such period (including the dates when due and any applicable grace periods and whether or not such payments are anticipated to be made) and of payments in respect of turbine orders by them due during such period (including whether or not such payments are anticipated to be madeSection 3(c); (iiC) a schedule [Reserved]; (D) Purchaser shall have received the Structuring Fee, the Non-Utilization Fee, and the Transaction Fees in respect of all material assets such Transaction then due and owing pursuant to Section 2 of NRG Energy the Pricing Side Letter, in immediately available funds, and its Subsidiaries without deduction, set-off or counterclaim; (E) With respect to Mortgage Loans that are not Wet-Ink Mortgage Loans, an original trust receipt executed by the Custodian without exceptions and with respect to Wet-Ink Mortgage Loans, an original trust receipt executed by the Wet-Ink Mortgage Loan Document Receipt Date by the Custodian, without exceptions other than those exceptions acceptable to Purchaser in its sole discretion; (F) Such other certifications of Custodian as are required under Sections 2 and 4 of the Custodial and Disbursement Agreement; (G) [Reserved]; (H) A duly executed Warehouse Lender’s Release from any Warehouse Lender (including any party that has a precautionary security interest in a Mortgage Loan) having a security interest in any Mortgage Loans subject to such Transaction, substantially in the form of Exhibit E, addressed to Purchaser, releasing any material Liens and all of its right, title and interest in, to and under such Mortgage Loan (including, without limitation, any recent material indications security interest that such secured party or secured party’s agent may have by virtue of its possession, custody or control thereof) and, to the extent applicable, has filed Uniform Commercial Code termination statements in respect of any Uniform Commercial Code filings made in respect of such Mortgage Loan, and each such Warehouse Lender’s Release and Uniform Commercial Code termination statement has been delivered to Purchaser prior to such Transaction and to the Custodian as part of the values thereofMortgage File. (ii) No Default or Event of Default shall have occurred and be continuing; (iii) Purchaser shall not have determined that the introduction of or a listing change in any Requirement of all material agreements Law or instruments that prohibit or limit the ability of NRG Energy or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of the assets set forth in the previous clause (ii)interpretation or administration of any requirement of law applicable to Purchaser has made it unlawful, and no Governmental Authority shall have asserted that it is unlawful, for Purchaser to enter into Transactions with the applicable Pricing Rate, and, if applicable, Purchaser shall have made a similar determination with respect to similarly situated sellers; (iv) Both immediately prior to the related Transaction and also after giving effect thereto and to the intended use thereof, all representations and warranties in the Program Documents shall be true and correct on the date of such Transaction (with the same force and effect as if made on such date) and Seller is in compliance with the terms and conditions of the Program Documents, other than as may be expressly waived by the Purchaser; (v) The then Aggregate MRA Purchase Price when added to the Purchase Price for the requested Transaction, shall not exceed, as of any date of determination, the lesser of (a) the Maximum Aggregate Purchase Price and (b) the Asset Base; (vi) The Purchase Price for the requested Transaction shall not be less than [***]; (vii) Satisfaction of any conditions precedent to the initial Transaction as set forth in clause (a) of this Section 10 that were not satisfied prior to such initial Purchase Date; (viii) Purchaser shall have determined that all actions necessary to establish or maintain Purchaser’s perfected security interest in the Purchased Assets have been taken; (ix) Purchaser or its designee shall have received any other documents reasonably requested by Purchaser pursuant to a request specifying the reasons for such request, reasonable information, and/or written responses to such requests, regarding the financial well-being of Seller; (x) There is no Margin Deficit at the time immediately prior to entering into a new Transaction (other than a Margin Deficit that will be cured contemporaneous with such Transaction in accordance with the provisions of Section 7 hereof) and no Margin Deficit will exist immediately after giving effect thereto; and (xi) None of the following shall have occurred and/or be continuing: (A) an event or events shall have occurred in the good faith determination of Purchaser resulting in the effective absence of a “repo market” or comparable “lending market” for financing debt obligations secured by mortgage loans or securities or an event or events shall have occurred resulting in Purchaser not being able to finance Eligible Mortgage Loans through the “repo market” or “lending market” with traditional counterparties at rates which would have been reasonable prior to the occurrence of such event or events; or (B) an event or events shall have occurred resulting in the effective absence of a “securities market” for securities backed by mortgage loans or an event or events shall have occurred resulting in Purchaser not being able to sell securities backed by mortgage loans at prices which would have been reasonable prior to such event or events; or (C) there shall have occurred a material adverse change in the financial condition of Purchaser which affects (or can reasonably be expected to affect) materially and adversely the ability of Purchaser to fund its obligations under this Agreement. (xii) Delivery of all due diligence results to the extent diligence is performed by Purchaser or Agent with respect to such Transaction; (xiii) All Mortgage Loans referenced on the related Seller Mortgage Loan Schedule are Eligible Mortgage Loans; and (xiv) The Seller’s, or its Affiliate as Servicer’s, HUD ranking is not previously delivered pursuant to the Initial Collateral Call Extension Letter, a list, and copies, of all tax sharing agreements and arrangements, Debt Instruments, Capital Expenditure Agreements, Lease Agreements or Other Material Agreements (or any agreements or documents relating thereto or entered into or delivered in connection therewith) to which NRG Energy or any of its Subsidiaries are a party which require (A) that NRG Energy or such Subsidiary post cash collateral, letters of credit or other similar credit support or make certain equity contributions as a result of a decline in the credit rating of NRG Energy or the occurrence of any other similar credit event orbelow “Tier 2” lender.

Conditions Precedent. This Second Subject to the other terms and conditions hereof, this Amendment shall not become effective until the Agent shall have received each of the following instruments, documents or agreements, each in form and substance satisfactory to the Agent: (a) counterparts of this Amendment duly executed and delivered by Borrower, Parent, Agent and each of the Lenders; (b) Acknowledgements and Consents executed by the Parent and each Guarantor (collectively, the "Guarantor Consents"), consenting to this Amendment and the transactions contemplated hereby; (c) amendments to each Security Deed (collectively, the "Security Deed Amendments"), to reflect the extension of the Maturity Date; (d) a certificate of the Secretary of CBL Holdings I, Inc. dated as of the date hereof certifying that, except as stated therein, (i) the Certificate of Incorporation and By-laws of CBL Holdings I, Inc. have not been modified since September 28, 2009; (ii) the Partnership Agreement and Certificate of Limited Partnership of Borrower have not been modified since September 28, 2009; (iii) attached thereto is a true and complete copy of Resolutions adopted by the Board of Directors of CBL Holdings I, Inc., authorizing the execution and delivery on behalf of Borrower of this Amendment and the other instruments, documents or agreements executed and delivered by or on behalf of Borrower in connection herewith (all such instruments, documents or agreements executed and delivered in connection herewith by or on behalf of CBL Holdings I, Inc. or Borrower are hereinafter collectively referred to as the "Borrower Amendment Documents"); and (iv) as to the incumbency and genuineness of the signatures of the officers of CBL Holdings I, Inc. executing the Borrower Amendment Documents to which CBL Holdings I, Inc. or Borrower is a party; (e) a certificate of the Secretary of CBL Holdings I, Inc. dated as of the date hereof certifying that, except as stated therein, (i) the Partnership Agreements, Certificates of Limited Partnership, Articles of Incorporation, Articles of Organization, Bylaws and other organizational documents of each Loan Party owning a Collateral Call Extension Letter Property have not been modified since September 28, 2009; (ii) attached thereto is a true and complete copy of Resolutions adopted by the Board of Directors of CBL Holdings I, Inc., authorizing the execution and delivery on behalf of each Loan Party owning a Collateral Property, the Security Deed Amendments, Guarantor Consents and the other instruments, documents or agreements executed and delivered by or on behalf of such Loan Parties in connection herewith (all such instruments, documents or agreements executed and delivered in connection herewith by or on behalf of CBL Holdings I, Inc. or any Loan Party are hereinafter collectively referred to as the "Loan Party Amendment Documents"); and (iii) as to the incumbency and genuineness of the signatures of the officers of CBL Holdings I, Inc. executing the Loan Party Amendment Documents to which any Loan Party is a party; (f) a certificate of the Secretary of CBL & Associates Properties, Inc. dated as of the date hereof certifying that, except as stated therein, (i) the Certificate of Incorporation and By-laws of CBL & Associates Properties, Inc. have not been modified since September 28, 2009 (or attaching copies of any such amendments); (ii) attached thereto is a true and complete copy of Resolutions adopted by the Board of Directors of CBL & Associates Properties, Inc., authorizing the execution and delivery on behalf of CBL & Associates Properties, Inc. of this Amendment and the other instruments, documents or agreements executed and delivered by CBL & Associates Properties, Inc. in connection herewith (all such instruments, documents or agreements executed and delivered in connection herewith by or on behalf of CBL Holdings I, Inc., Borrower or any Subpartnership are hereinafter collectively referred to as the "Properties Amendment Documents"); and (iii) as to the incumbency and genuineness of the signatures of the officers of CBL & Associates Properties, Inc. executing the Properties Amendment Documents to which CBL & Associates Properties, Inc. is a party; (g) the opinions of Borrower's counsel, addressed to Agent and each Lender and satisfactory in form and substance to Agent, covering such matters relating to the transaction contemplated by this Amendment as Agent may reasonably request; and (h) payment to Agent, for the benefit of Lenders, of all fees due in connection with this Amendment. Upon fulfillment of the foregoing conditions precedent, this Amendment shall become effective as of the date first above written when and only when, on or before October 11, 2002, the following conditions shall have been satisfied: (a) NRG Energy and each of its Subsidiaries indicated on the signature pages hereto (each such Person being referred to herein as a "NRG PARTY") shall have executed and delivered to each of the Signing Agents a copy of this Second Collateral Call Extension Letter; (b) Each of the Signing Agents shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Lenders representing at least the Required Percentage under the relevant Primary Agreement required to consent to the Collateral Extension under the terms of such Primary Agreement, and Bane of America Securities Limited, as Killingholme Facility Agent, shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Killingholme Lenders representing at least the Required Percentage of the Killingholme Lenders under the terms of the Killingholme Facility Agreementhereof. (c) NRG Energy shall have delivered to each of the Agents the following financial and other information (which shall in the cases of clauses (i), (ii), (iii), (iv), (v) and (vi) be accompanied by a certificate of the chief financial officer or treasurer of NRG Energy to substantially the effect contemplated by paragraph 3(h)): (i) a 13-week forecast of cash flow and expenditures for NRG Energy and its Subsidiaries for the period commencing with the week of September 2, 2002 (the "CASH FORECAST"), which shall reflect the reasonable estimates by NRG Energy of opening cash balances, operating cash receipts and asset sale and other cash receipts and capital, operating and other expenditures on an as received and as made basis. The Cash Forecast shall include separate forecasts on a consolidating and consolidated basis in a form reasonably acceptable to FTI Policano & Manzo, LLC. Schedules to the Cash Forecast shall include a specific schedule of anticipated payments to Affiliates of NRG Energy and a listing of payments of principal of and interest on the Debt of NRG Energy and its Subsidiaries due during such period (including the dates when due and any applicable grace periods and whether or not such payments are anticipated to be made) and of payments in respect of turbine orders by them due during such period (including whether or not such payments are anticipated to be made); (ii) a schedule of all material assets of NRG Energy and its Subsidiaries that are not subject to any material Liens and any recent material indications of the values thereof; (iii) a listing of all material agreements or instruments that prohibit or limit the ability of NRG Energy or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of the assets set forth in the previous clause (ii); (iv) to the extent not previously delivered pursuant to the Initial Collateral Call Extension Letter, a list, and copies, of all tax sharing agreements and arrangements, Debt Instruments, Capital Expenditure Agreements, Lease Agreements or Other Material Agreements (or any agreements or documents relating thereto or entered into or delivered in connection therewith) to which NRG Energy or any of its Subsidiaries are a party which require (A) that NRG Energy or such Subsidiary post cash collateral, letters of credit or other similar credit support or make certain equity contributions as a result of a decline in the credit rating of NRG Energy or the occurrence of any other similar credit event or

Conditions Precedent. This Second The Release of a Mortgaged Property from the Collateral Call Extension Letter shall become effective Pool is subject to the satisfaction of the following conditions precedent on or before the Effective Date: (1) the Selected Advance must be prepayable as of the date first above written when and only when, on or before October 11, 2002, the following conditions shall have been satisfied: (a) NRG Energy and each of its Subsidiaries indicated on the signature pages hereto (each such Person being referred to herein as a "NRG PARTY") shall have executed and delivered to each Effective Date of the Signing Agents a copy Release of this Second Collateral Call Extension Lettersuch Mortgaged Property; (2) receipt by Lender of the fully executed Release Request; (3) immediately after giving effect to the requested Release, the provisions of Section (b) Each (Underwriting) of this Mortgaged Property Release Schedule are satisfied; (4) receipt by Lender of the Signing Agents shall have executed Release Price and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Lenders representing at least the Required Percentage all amounts owing under the relevant Primary Agreement required to consent to the Collateral Extension under the terms of such Primary Agreement, and Bane of America Securities Limited, as Killingholme Facility Agent, shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Killingholme Lenders representing at least the Required Percentage of the Killingholme Lenders under the terms of the Killingholme Facility Agreement. Section (c) NRG Energy shall have delivered to each (Release Price) of this Mortgaged Property Release Schedule, or, in connection with a Staggered Substitution, receipt by Lender of the Agents the following financial and other information Substitution Deposit (which shall in the cases of clauses (i), (ii), (iii), (iv), (v) and (vi) be accompanied by a certificate inclusive of the chief financial officer or treasurer of NRG Energy to substantially the effect contemplated by paragraph 3(h)): (iSubstitution Cost Deposit) a 13-week forecast of cash flow and expenditures for NRG Energy and its Subsidiaries for the period commencing with the week of September 2, 2002 (the "CASH FORECAST"), which shall reflect the reasonable estimates by NRG Energy of opening cash balances, operating cash receipts and asset sale and other cash receipts and capital, operating and other expenditures on an as received and as made basis. The Cash Forecast shall include separate forecasts on a consolidating and consolidated basis in a form reasonably acceptable to FTI Policano & Manzo, LLC. Schedules to the Cash Forecast shall include a specific schedule extent necessary under Section (g)(1) (The Substitution Deposit) of anticipated payments to Affiliates of NRG Energy and a listing of payments of principal of and interest on the Debt of NRG Energy and its Subsidiaries due during such period (including the dates when due and any applicable grace periods and whether or not such payments are anticipated to be made) and of payments in respect of turbine orders by them due during such period (including whether or not such payments are anticipated to be made)this Mortgaged Property Release Schedule; (ii5) receipt by Lender of the Release Fee, or in connection with a schedule Substitution, receipt by Lender of the Substitution Fee; (6) receipt by Lender of all material assets legal fees and expenses in connection with a Release Request; (7) receipt by Lender of NRG Energy one (1) or more executed, original counterparts of all Release Documents, dated as of the Effective Date, each of which shall be in full force and its Subsidiaries effect, in form and substance satisfactory to Lender in all respects; (8) if required by Lender, amendments to this Master Agreement, the Notes and the Security Instruments, reflecting the release of the Release Mortgaged Property from the Collateral Pool and, as to any Security Instrument or Note so amended or if Lender determines that such endorsement is necessary to maintain the priority of the Lien created in favor of Lender with respect to the Outstanding Indebtedness or to maintain the validity of any Title Policy, the receipt by Lender of an endorsement to each Title Policy insuring the Security Instruments, amending the effective date of each Title Policy to the Effective Date and showing no additional exceptions to coverage other than the exceptions shown on the initial Effective Date for such Mortgaged Property, Permitted Encumbrances and other exceptions approved by Lender; (9) satisfaction of all applicable General Conditions; (10) if the Release Mortgaged Property is one phase of a project, and one or more other phases of the project are Mortgaged Properties which will remain in the Collateral Pool (“Remaining Mortgaged Properties”), the Remaining Mortgaged Properties must be able to be operated separately from the Release Mortgaged Property and any other phases of the project which are not Mortgaged Properties, taking into account any cross use agreements or easements, access, utilities, marketability, community services, ownership and operation of the Remaining Mortgaged Properties and any other relevant factors pursuant to the Underwriting and Servicing Requirements. Borrower shall deliver to Lender evidence satisfactory to Lender that this condition precedent is satisfied prior to the closing of the transaction that is the subject of the Request. Borrower acknowledges that none of the Initial Mortgaged Properties are part of a phase of a project; (11) after the Release no Borrower owns the Release Mortgaged Property or any portion thereof, and any remaining SPE Owner continues to satisfy the SPE Requirements; (12) receipt by Lender of endorsements to the tie-in endorsements of the Title Policies, if deemed necessary by Lender, to reflect the Release. Notwithstanding anything to the contrary herein, no Release of any Mortgaged Property in the Collateral Pool shall be made unless Borrower has confirmed that each remaining Mortgaged Property in the Collateral Pool has title insurance to Lender (taking into account title insurance coverage provided by any tie-in endorsements) in an amount equal to or greater than one hundred twenty-five percent (125%) of the Initial Valuation only if the remaining Mortgaged Properties are not subject to any material Liens and any recent material indications of the values thereof;tie-in endorsement; and (iii13) a listing of all material agreements or instruments that prohibit or limit receipt by Lender on the ability of NRG Energy or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of the assets set forth in the previous clause (ii); (iv) to the extent not previously delivered pursuant to the Initial Collateral Call Extension Letter, a list, and copies, of all tax sharing agreements and arrangements, Debt Instruments, Capital Expenditure Agreements, Lease Agreements or Other Material Agreements (or any agreements or documents relating thereto or entered into or delivered in connection therewith) to which NRG Energy or any of its Subsidiaries are a party which require (A) that NRG Energy or such Subsidiary post cash collateral, letters of credit or other similar credit support or make certain equity contributions as a result Effective Date of a decline in the credit rating Confirmation of NRG Energy or the occurrence Obligations and a Confirmation of any other similar credit event orGuaranty.

Conditions Precedent. This Second Subject to the other terms and conditions hereof, this Amendment shall not become effective until the Agent shall have received each of the following instruments, documents or agreements, each in form and substance satisfactory to the Agent: (a) counterparts of this Amendment duly executed and delivered by Borrower, Parent, Agent and each of the Lenders; (b) Promissory Note executed by the Borrower, payable to New Lender, in the face amount of such New Lender’s Commitment (the “Note”); (c) an amendment to each Mortgage (collectively, the “Mortgage Amendments”) encumbering a Collateral Call Extension Letter Property, amending each such Mortgage to reflect this Amendment and the transactions contemplated hereby; (d) endorsements to each of the title insurance policies insuring the validity and priority of the Mortgages (as amended by the Mortgage Amendments) covered thereby as a first priority Lien upon the Property described therein, subject to Permitted Liens, and increasing the amounts of such policies to amounts approved by Agent; (e) Acknowledgements and Consents executed by the Parent and each Guarantor (collectively, the “Guarantor Consents”), consenting to this Amendment and the transactions contemplated hereby; (f) a certificate of the Secretary of CBL Holdings I, Inc. dated as of the date hereof certifying (i) that the Certificate of Incorporation and By-laws of CBL Holdings I, Inc. have not been modified since August 29, 2006; (ii) that the Partnership Agreement and Certificate of Limited Partnership of Borrower have not been modified since August 29, 2006; (iii) that attached thereto is a true and complete copy of Resolutions adopted by the Board of Directors of CBL Holdings I, Inc., authorizing the execution and delivery on behalf of Borrower of this Amendment and the other instruments, documents or agreements executed and delivered by or on behalf of Borrower in connection herewith (all such instruments, documents or agreements executed and delivered in connection herewith by or on behalf of CBL Holdings I, Inc. or Borrower are hereinafter collectively referred to as the “Borrower Amendment Documents”); and (iv) as to the incumbency and genuineness of the signatures of the officers of CBL Holdings I, Inc. executing the Borrower Amendment Documents to which CBL Holdings I, Inc. or Borrower is a party; (g) a certificate of the Secretary of CBL Holdings I, Inc. dated as of the date hereof certifying (i) that the Partnership Agreements, Certificates of Limited Partnership, Articles of Incorporation, Articles of Organization, Bylaws and other organizational documents of each Loan Party owning a Collateral Property have not been modified since August 29, 2006; (ii) that attached thereto is a true and complete copy of Resolutions adopted by the Board of Directors of CBL Holdings I, Inc., authorizing the execution and delivery on behalf of each Loan Party owning a Collateral Property of the Mortgage Amendments, the Guarantor Consents and the other instruments, documents or agreements executed and delivered by or on behalf of such Loan Parties in connection herewith (all such instruments, documents or agreements executed and delivered in connection herewith by or on behalf of CBL Holdings I, Inc. or any Loan Party are hereinafter collectively referred to as the “Loan Party Amendment Documents”); and (iii) as to the incumbency and genuineness of the signatures of the officers of CBL Holdings I, Inc. executing the Loan Party Amendment Documents to which any Loan Party is a party; (h) a certificate of the Secretary of CBL & Associates Properties, Inc. dated as of the date hereof certifying (i) that the Certificate of Incorporation and By-laws of CBL & Associates Properties, Inc. have not been modified since August 29, 2006; (ii) that attached thereto is a true and complete copy of Resolutions adopted by the Board of Directors of CBL & Associates Properties, Inc., authorizing the execution and delivery on behalf of CBL & Associates Properties, Inc. of this Amendment and the other instruments, documents or agreements executed and delivered by CBL & Associates Properties, Inc. in connection herewith (all such instruments, documents or agreements executed and delivered in connection herewith by or on behalf of CBL & Associates Properties, Inc., Inc., Borrower or any Subpartnership are hereinafter collectively referred to as the “Properties Amendment Documents”); and (iii) as to the incumbency and genuineness of the signatures of the officers of CBL & Associates Properties, Inc. executing the Properties Amendment Documents to which CBL & Associates Properties, Inc. is a party; (i) the opinions of Borrower’s counsel, addressed to Agent and each Lender and satisfactory in form and substance to Agent, covering such matters relating to the transaction contemplated by this Amendment as Agent may reasonably request; and (j) payment to Agent, for the benefit of Lenders, of all loan fees due in connection with the increase in the amount of the Commitments and this Amendment. Upon fulfillment of the foregoing conditions precedent, this Amendment shall become effective as of the date first above written when and only when, on or before October 11, 2002, the following conditions shall have been satisfied: (a) NRG Energy and each of its Subsidiaries indicated on the signature pages hereto (each such Person being referred to herein as a "NRG PARTY") shall have executed and delivered to each of the Signing Agents a copy of this Second Collateral Call Extension Letter; (b) Each of the Signing Agents shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Lenders representing at least the Required Percentage under the relevant Primary Agreement required to consent to the Collateral Extension under the terms of such Primary Agreement, and Bane of America Securities Limited, as Killingholme Facility Agent, shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Killingholme Lenders representing at least the Required Percentage of the Killingholme Lenders under the terms of the Killingholme Facility Agreementhereof. (c) NRG Energy shall have delivered to each of the Agents the following financial and other information (which shall in the cases of clauses (i), (ii), (iii), (iv), (v) and (vi) be accompanied by a certificate of the chief financial officer or treasurer of NRG Energy to substantially the effect contemplated by paragraph 3(h)): (i) a 13-week forecast of cash flow and expenditures for NRG Energy and its Subsidiaries for the period commencing with the week of September 2, 2002 (the "CASH FORECAST"), which shall reflect the reasonable estimates by NRG Energy of opening cash balances, operating cash receipts and asset sale and other cash receipts and capital, operating and other expenditures on an as received and as made basis. The Cash Forecast shall include separate forecasts on a consolidating and consolidated basis in a form reasonably acceptable to FTI Policano & Manzo, LLC. Schedules to the Cash Forecast shall include a specific schedule of anticipated payments to Affiliates of NRG Energy and a listing of payments of principal of and interest on the Debt of NRG Energy and its Subsidiaries due during such period (including the dates when due and any applicable grace periods and whether or not such payments are anticipated to be made) and of payments in respect of turbine orders by them due during such period (including whether or not such payments are anticipated to be made); (ii) a schedule of all material assets of NRG Energy and its Subsidiaries that are not subject to any material Liens and any recent material indications of the values thereof; (iii) a listing of all material agreements or instruments that prohibit or limit the ability of NRG Energy or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of the assets set forth in the previous clause (ii); (iv) to the extent not previously delivered pursuant to the Initial Collateral Call Extension Letter, a list, and copies, of all tax sharing agreements and arrangements, Debt Instruments, Capital Expenditure Agreements, Lease Agreements or Other Material Agreements (or any agreements or documents relating thereto or entered into or delivered in connection therewith) to which NRG Energy or any of its Subsidiaries are a party which require (A) that NRG Energy or such Subsidiary post cash collateral, letters of credit or other similar credit support or make certain equity contributions as a result of a decline in the credit rating of NRG Energy or the occurrence of any other similar credit event or

Conditions Precedent. This Second Collateral Call Extension Letter shall become effective as of the date first above written when and only when, on or before October 11, 2002, the following conditions shall have been satisfied: (a) NRG Energy The obligations of each Finance Party to the Borrower under this Agreement are subject to the conditions precedent that the Agent has notified the Borrower and each of its Subsidiaries indicated on the signature pages hereto (each such Person being referred to herein as a "NRG PARTY") shall have executed and delivered to each Banks that it has received all of the Signing Agents a copy of this Second Collateral Call Extension Letter;documents set out in Schedule 2 (Conditions Precedent Documents) in form and substance satisfactory to the Agent. (b) Each The obligations of each Bank to participate in the Loan under Clause 5.3 (Advance of Loan) are subject to the further conditions precedent that: (i) on both the date of the Signing Agents shall have executed Request and delivered the Drawdown Date for the Loan: (A) the representations and warranties in Clause 16 (Representations and Warranties) to NRG Energy be repeated on those dates are true and accurate and will be true and accurate immediately after the Loan is advanced; and (B) no Default is outstanding or would result from the advancing of the Loan; (ii) the advancing of the Loan would not cause Clause 2.1 (Term loan facility) to be contravened; (iii) each Existing Bank (as defined in Clause 28.2 (Assignment of the rights and assumption and release of the obligations of a copy Bank)) as at the Drawdown Date of this Second Collateral Call Extension Letter on behalf of Lenders representing at least the Required Percentage under the relevant Primary Agreement required to consent Loan has given to the Collateral Extension Spanish Security Agent power of attorney in the form of Schedule 8 (Form of Bank’s Power of Attorney) which power of attorney has been notarised and apostillised; (iv) all other terms and conditions under this Agreement to the terms of such Primary Agreement, and Bane of America Securities Limited, as Killingholme Facility Agent, shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Killingholme Lenders representing at least the Required Percentage advancing of the Killingholme Lenders under Loan have been satisfied in full; (v) on or before the terms Drawdown Date the Mortgage and the Swap Bank Mortgage have been pre-approved by the Registrar of Ships in the Killingholme Facility AgreementCanary Islands Special Registry of Vessels and Shipping Companies. (c) NRG Energy shall have delivered to each The continuing obligations of the Agents the following financial and other information (which shall Banks to participate in the cases Loan are subject to the Borrower fulfilling the condition(s) listed in Schedule 3 (Conditions Subsequent) within the time period specified for compliance with each condition. (d) The Borrower undertakes that as soon as possible and in any event, within fifteen (15) days from the Drawdown Date it will formalise a record of clauses (i), (ii), (iii), (iv), (v) and (vi) declarations in the required form under Spanish law executed before a Notary Public or a Commercial Stockbroker in Spain in which it acknowledges that it has received the Loan from the Banks. The costs of such formalisation shall be accompanied by a certificate for the account of the chief financial officer or treasurer of NRG Energy to substantially the effect contemplated by paragraph 3(h)):Borrower. (ie) a 13-week forecast The Majority Banks shall be entitled, in their absolute discretion, to waive or defer the fulfilment of cash flow and expenditures for NRG Energy and its Subsidiaries for the period commencing with the week of September 2, 2002 (the "CASH FORECAST"), which shall reflect the reasonable estimates by NRG Energy of opening cash balances, operating cash receipts and asset sale and other cash receipts and capital, operating and other expenditures on an as received and as made basis. The Cash Forecast shall include separate forecasts on a consolidating and consolidated basis in a form reasonably acceptable to FTI Policano & Manzo, LLC. Schedules to the Cash Forecast shall include a specific schedule of anticipated payments to Affiliates of NRG Energy and a listing of payments of principal of and interest on the Debt of NRG Energy and its Subsidiaries due during such period (including the dates when due and any applicable grace periods and whether or not such payments are anticipated to be made) and of payments in respect of turbine orders by them due during such period (including whether or not such payments are anticipated to be made); (ii) a schedule of all material assets of NRG Energy and its Subsidiaries that are not subject to any material Liens and any recent material indications of the values thereof; (iii) a listing of all material agreements or instruments that prohibit or limit the ability of NRG Energy or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of the assets set forth conditions precedent referred to in Clause 4.1(a) upon such terms as they may specify. In the previous clause (ii); (iv) event that, following such deferral, the relevant document has not been supplied by the Borrower within the time period specified in writing by the Agent on behalf of the Majority Banks, such failure to supply the relevant document shall constitute an immediate Event of Default and the Majority Banks may, by notice from the Agent to the extent not previously delivered pursuant to Borrower, demand that all or part of the Initial Collateral Call Extension LetterFacility, a list, together with accrued interest and copies, of all tax sharing agreements and arrangements, Debt Instruments, Capital Expenditure Agreements, Lease Agreements or Other Material Agreements (or any agreements or documents relating thereto or entered into or delivered in connection therewith) to which NRG Energy or any of its Subsidiaries are a party which require (A) that NRG Energy or such Subsidiary post cash collateral, letters of credit or other similar credit support or make certain equity contributions as a result of a decline in accrued amounts under the credit rating of NRG Energy or Finance Documents be payable on demand whereupon they shall immediately become payable by the occurrence of any other similar credit event orBorrower on demand by the Agent.

Conditions Precedent. This Second Collateral Call Extension Letter shall become effective as The availability of the date first above written when Facilities on the Closing Date are subject to and only when, on or before October 11, 2002, conditional upon the following conditions shall have been satisfiedconditions: (a) NRG Energy and each of its Subsidiaries indicated on the signature pages hereto (each such Person being referred to herein as a "NRG PARTY") shall have executed and delivered to each approval of the Signing Agents a copy of this Second Collateral Call Extension Lettertransaction by the Agent’s credit committee; (b) Each satisfactory completion of the Signing Agents shall have executed Agent’s due diligence, including the Agent’s review of the corporate structure of the Borrower and delivered to NRG Energy a copy the Obligors and operations of this Second Collateral Call Extension Letter on behalf of Lenders representing at least the Required Percentage under Borrower and the relevant Primary Agreement required to consent to the Collateral Extension under the terms of such Primary AgreementObligors, and Bane of America Securities Limited, as Killingholme Facility Agent, shall have executed their business and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Killingholme Lenders representing at least the Required Percentage of the Killingholme Lenders under the terms of the Killingholme Facility Agreement.financial plans; (c) NRG Energy shall have delivered receipt by the Agent of a duly executed copy of this Agreement, the Security and other Credit Documents, in form and substance satisfactory to each the Agent and its legal counsel, registered as required to perfect and maintain the security created thereby and such certificates, authorizations, resolutions of the Agents board of directors of the Borrower and legal opinions as the Agent may reasonably require including an opinion from counsel to the Obligors with respect to status and the due authorization, execution, delivery, validity and enforceability against the Obligors of this Agreement, the Security and other Credit Documents; (d) receipt by the Agent of a duly executed copy of an agreement or agreements providing for a guarantee of the Obligations by each Obligor (other than the Borrower) and each Personal Guarantor (the “Guarantees”); (e) receipt by the Agent of a certificate in form and substance reasonably acceptable to the Agent and properly executed by an officer of Borrower and dated as of the Closing Date certifying, among other things, (i) as to a true, accurate and complete copy of the Halo Acquisition Agreement, (ii) that concurrently with the Term Facility borrowing hereunder, the Borrower is consummating the Halo Acquisition, substantially in accordance with the terms and conditions of the Halo Acquisition Agreement (without waiver or amendment of any material term or condition thereof not otherwise acceptable to the Agent) and that the Borrower is, concurrently with the Term Facility borrowing hereunder, acquiring all of the Equity Interests in Halo as contemplated by the Halo Acquisition Agreement, (iii) as to the purchase price determined by the Estimated Closing Statement (as defined in the Halo Acquisition Agreement) for the Equity Interests in Halo after giving effect to all adjustments as of the closing date contemplated by the Halo Acquisition Agreement; (f) on or immediately following the Closing Date, the discharge or subordination of any and all existing security against the Collateral, other than the Statutory Encumbrances and Permitted Encumbrances, as may be required by the Agent; (g) concurrent with the Closing Date advance, payment of all fees owing to the Agent or the Lenders hereunder, including reasonable and documented fees, charges, and disbursements of counsel to Agent; (h) delivery to the Agent by the Borrower of such financial and other information (which shall in information, certificates or documents relating to the cases of clauses (i), (ii), (iii), (iv), (v) Borrower and (vi) be accompanied by a certificate of other Obligors as the chief financial officer or treasurer of NRG Energy to substantially the effect contemplated by paragraph 3(h)):Agent may reasonably require; (i) receipt by the Agent of a 13-week forecast Borrowing Base Certificate, dated as of cash flow the Closing Date. (j) the Agent being satisfied that there has been no material deterioration in the financial condition of any Obligor; (k) no event shall have occurred and expenditures for NRG Energy be continuing and its Subsidiaries for the period commencing with the week of September 2, 2002 (the "CASH FORECAST")no circumstance shall exist which has not been waived, which shall reflect the reasonable estimates by NRG Energy of opening cash balances, operating cash receipts and asset sale and other cash receipts and capital, operating and other expenditures on an as received and as made basis. The Cash Forecast shall include separate forecasts on constitutes a consolidating and consolidated basis in a form reasonably acceptable to FTI Policano & Manzo, LLC. Schedules to the Cash Forecast shall include a specific schedule of anticipated payments to Affiliates of NRG Energy and a listing of payments of principal of and interest on the Debt of NRG Energy and its Subsidiaries due during such period (including the dates when due and any applicable grace periods and whether or not such payments are anticipated to be made) and of payments default in respect of turbine orders by them due during any material commitment, agreement or any other instrument to which the Borrower is a party or is otherwise bound, entitling any other party thereto to accelerate the maturity of amounts of principal owing thereunder or terminate any such period (including whether material commitment, agreement or not such payments are anticipated to be made)instrument which would have a Material Adverse Effect upon the financial condition, property, assets, operation or business of the Borrower and its subsidiaries, taken as a whole; (iil) a schedule no event that constitutes, or with notice or loss of all material assets time or both, would constitute an Event of NRG Energy and its Subsidiaries that are not subject to any material Liens and any recent material indications of the values thereofDefault shall have occurred; (iiim) satisfactory completion of a listing of all material agreements or instruments that prohibit or limit the ability of NRG Energy or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any site visit of the assets set forth in the previous clause (ii);main office location of Halo by Agent or an agent of Agent; and (ivn) delivery of an audit completed by a third party reasonably satisfactory to the extent not previously delivered pursuant to Agent of the Initial Collateral Call Extension Letter, a list, Borrower’s Accounts and copies, of all tax sharing agreements and arrangements, Debt Instruments, Capital Expenditure Agreements, Lease Agreements or Other Material Agreements (or any agreements or documents relating thereto or entered into or delivered in connection therewith) to which NRG Energy or any of its Subsidiaries are a party which require (A) that NRG Energy or such Subsidiary post cash collateral, letters of credit or other similar credit support or make certain equity contributions as a result of a decline in the credit rating of NRG Energy or the occurrence of any other similar credit event orInventory.

Conditions Precedent. This Second Collateral Call Extension Letter shall become effective as Exercise of the date first above Option during the Option Period is subject to satisfaction (or waiver, as permitted in writing by the Purchaser) of the following conditions precedent: o completion of due diligence by TechGen on the Vendor and the Assets to the reasonable satisfaction of TechGen (at their sole discretion); o TechGen providing written when notice to Vendor that TechGen has completed an AC or RC single drill hole on the Tenements (completion of such drilling is at the sole discretion of TechGen and only whenthere is no prescribed minimum depth for the drill hole); o there being no breach of the Vendor warranties given by the Vendor; o the Parties (as applicable) obtaining all necessary regulatory and shareholder approvals pursuant to the ASX Listing Rules, the Corporations Act 2001 (Cth) and their constituent documents, to allow the Parties to lawfully complete the matters set out in the Option Agreement (if any); o the Vendor obtaining and securing appropriate access to the Tenements for the Purchaser for the purposes of the Purchaser undertaking due diligence, drilling and exploration; and o the Parties obtaining all other necessary third-party consents, assignments and approvals (including any necessary ministerial consents or approvals), (together, the Conditions Precedent). If the Conditions Precedent are not satisfied (or waived) on or before October 11, 2002, the following conditions shall have been satisfied: 5.00pm (aWST) NRG Energy and each of its Subsidiaries indicated on the signature pages hereto (each such Person being referred to herein as a "NRG PARTY") shall have executed and delivered to each date that is the last day of the Signing Agents a copy of this Second Collateral Call Extension Letter; (b) Each of Option Period, TechGen may terminate the Signing Agents shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Lenders representing at least the Required Percentage under the relevant Primary Option Agreement required to consent by notice in writing to the Collateral Extension under Vendor. • Obligations prior to Settlement: During the terms of such Primary AgreementOption Period, TechGen will, at its own cost, maintain the Tenements in full force and Bane of America Securities Limited, as Killingholme Facility Agent, shall have executed keep the Tenements in good standing and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Killingholme Lenders representing at least the Required Percentage of the Killingholme Lenders under the terms of the Killingholme Facility Agreement. (c) NRG Energy shall have delivered to each of the Agents the following financial and other information (which shall in the cases of clauses (i), (ii), (iii), (iv), (v) and (vi) be accompanied by a certificate of the chief financial officer or treasurer of NRG Energy to substantially the effect contemplated by paragraph 3(h)): (i) a 13-week forecast of cash flow and expenditures for NRG Energy and its Subsidiaries for the period commencing with the week of September 2, 2002 (the "CASH FORECAST"), which shall reflect the reasonable estimates by NRG Energy of opening cash balances, operating cash receipts and asset sale and other cash receipts and capital, operating and other expenditures on an as received and as made basis. The Cash Forecast shall include separate forecasts on a consolidating and consolidated basis in a form reasonably acceptable to FTI Policano & Manzo, LLC. Schedules to the Cash Forecast shall include a specific schedule of anticipated payments to Affiliates of NRG Energy and a listing of payments of principal of and interest on the Debt of NRG Energy and its Subsidiaries due during such period (including the dates when due and any applicable grace periods and whether or not such payments are anticipated to be made) and of payments meet all outgoings in respect of turbine orders by them due during such period (including whether or not such payments are anticipated to be made); (ii) a schedule of all material assets of NRG Energy the Tenements as and its Subsidiaries that are not subject to any material Liens and any recent material indications of the values thereof; (iii) a listing of all material agreements or instruments that prohibit or limit the ability of NRG Energy or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of the assets set forth in the previous clause (ii); (iv) to the extent not previously delivered pursuant to the Initial Collateral Call Extension Letter, a list, and copies, of all tax sharing agreements and arrangements, Debt Instruments, Capital Expenditure Agreements, Lease Agreements or Other Material Agreements (or any agreements or documents relating thereto or entered into or delivered in connection therewith) to which NRG Energy or any of its Subsidiaries are a party which require (A) that NRG Energy or such Subsidiary post cash collateral, letters of credit or other similar credit support or make certain equity contributions as a result of a decline in the credit rating of NRG Energy or the occurrence of any other similar credit event orwhen they fall due.

Conditions Precedent. This Second Collateral Call Extension Letter shall become effective as of the date first above written when and only when, on or before October 11, 2002, the following conditions shall have been satisfied: (a) NRG Energy and each of its Subsidiaries indicated on the signature pages hereto (each such Person being referred to herein as a "NRG PARTY") shall have executed and delivered to each The availability of the Signing Agents a copy of this Second Collateral Call Extension Letter; (b) Each of the Signing Agents shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Lenders representing at least the Required Percentage Refinancing Loans under the relevant Primary Agreement required to consent to the Collateral Extension under the terms of such Primary Agreement, and Bane of America Securities Limited, as Killingholme Refinancing Facility Agent, shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Killingholme Lenders representing at least the Required Percentage of the Killingholme Lenders under the terms of the Killingholme Facility Agreement. (c) NRG Energy shall have delivered to each of the Agents the following financial and other information (which shall in the cases of clauses (i), (ii), (iii), (iv), (v) and (vi) be accompanied by a certificate of the chief financial officer or treasurer of NRG Energy to substantially the effect contemplated by paragraph 3(h)): (i) a 13-week forecast of cash flow and expenditures for NRG Energy and its Subsidiaries for the period commencing with the week of September 2, 2002 (the "CASH FORECAST"), which shall reflect the reasonable estimates by NRG Energy of opening cash balances, operating cash receipts and asset sale and other cash receipts and capital, operating and other expenditures on an as received and as made basis. The Cash Forecast shall include separate forecasts on a consolidating and consolidated basis in a form reasonably acceptable to FTI Policano & Manzo, LLC. Schedules to the Cash Forecast shall include a specific schedule of anticipated payments to Affiliates of NRG Energy and a listing of payments of principal of and interest on the Debt of NRG Energy and its Subsidiaries due during such period (including the dates when due and any applicable grace periods and whether or not such payments are anticipated to be made) and of payments in respect of turbine orders by them due during such period (including whether or not such payments are anticipated to be made); (ii) a schedule of all material assets of NRG Energy and its Subsidiaries that are not subject to any material Liens and any recent material indications of the values thereof; (iii) a listing of all material agreements or instruments that prohibit or limit the ability of NRG Energy or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of the assets set forth in the previous clause (ii); (iv) to the extent not previously delivered pursuant funded on the Refinancing Closing Date) and the Senior Unsecured Notes on the Acquisition Closing Date is solely conditioned upon satisfaction or waiver by us of the following conditions: (i) from the date of the Acquisition Agreement, there shall not have occurred any “Material Adverse Effect” (as defined in the Acquisition Agreement (as in effect on the date hereof)) that is continuing as of the Acquisition Closing Date; (ii) the Specified Acquisition Agreement Representations (as defined below) and the Specified Representations (as defined in the Existing Credit Agreement but to include the representation set forth in Section 3.02(2)(a)(iii) of the Existing Credit Agreement with respect to material indebtedness)) shall be true and correct in all material respects on the Acquisition Closing Date; provided that any representation and warranty that is qualified as to “materiality,” “material adverse effect” or similar language shall be true and correct in all respects on the Acquisition Closing Date (after giving effect to any such qualification therein); (iii) the conditions expressly set forth in Exhibit B to this Commitment Letter under the heading “Conditions Precedent” and (iv) the conditions set forth under the heading “Conditions to Funding the Senior Unsecured Notes on the Acquisition Closing Date” in Exhibit C to this Commitment Letter. Notwithstanding anything in this Commitment Letter to the Initial Collateral Call Extension contrary, upon satisfaction or waiver by us of such conditions, the funding of the Refinancing Facility (to the extent not previously funded on the Refinancing Closing Date) and Senior Unsecured Notes shall occur. (b) The availability of the Refinancing Loans under the Refinancing Facility on the Refinancing Closing Date is solely conditioned upon satisfaction or waiver by us of the following conditions: (i) the representations and warranties in the Definitive Debt Documents shall be true and correct in all material respects on the Refinancing Closing Date; provided that any representation and warranty that is qualified as to “materiality,” “material adverse effect” or similar language shall be true and correct in all respects on the Refinancing Closing Date (after giving effect to any such qualification therein), (ii) no event of default under the Definitive Debt Documents occurring or resulting from the 2025 Notes Refinancing on the Refinancing Closing Date, (iii) the conditions expressly set forth in Exhibits B to this Commitment Letter under the heading “Conditions Precedent” and (iv) the conditions set forth under the heading “Conditions to Funding the Refinancing Facility on the Refinancing Closing Date” in Exhibit C to this Commitment Letter. Notwithstanding anything in this Commitment Letter to the contrary, a listupon satisfaction or waiver by us of such conditions, and copiesthe funding of the Refinancing Facility shall occur. Notwithstanding anything in the Debt Financing Letters, of all tax sharing agreements and arrangements, the Definitive Debt Instruments, Capital Expenditure Agreements, Lease Agreements or Other Material Agreements (Documents or any agreements other letter agreement or documents relating thereto or entered into or delivered in connection therewithother undertaking concerning the financing of the Transactions to the contrary, (i) the only representations and warranties the making and accuracy of which shall be a condition to which NRG Energy or any the availability of its Subsidiaries are a party which require the Refinancing Loans (to the extent not previously funded on the Refinancing Closing Date) and the Senior Unsecured Notes on the Acquisition Closing Date shall be (A) such of the representations and warranties made by (or with respect to) the Acquired Business in the Acquisition Agreement as are material to the interests of the Commitment Parties, but only to the extent that NRG Energy you have (or such Subsidiary post cash collateral, letters of credit your applicable affiliate has) the right to terminate your (or other similar credit support its) obligations under the Acquisition Agreement or make certain equity contributions decline to consummate the Acquisition as a result of a decline breach of such representations and warranties, in each case, without liability to you or your affiliates (as determined without giving effect to any waiver, amendment or other modification thereto that is materially adverse to the interests of the Commitment Parties, collectively, the “Specified Acquisition Agreement Representations”) and (B) the Specified Representations, (ii) the terms of the Definitive Debt Documents shall be in a form such that they do not impair availability of the Refinancing Facility or Senior Unsecured Notes on the applicable Closing Date if the conditions expressly set forth in this Commitment Letter are satisfied or waived by the Commitment Parties, it being understood that (A) on the applicable Closing Date, the loans funded under the Refinancing Facility shall constitute Loans (as defined in the credit rating Existing Credit Agreement) (or a Class (as defined in the Existing Credit Agreement) of NRG Energy or Loans) and thereby shall benefit from the occurrence same guarantees and security as the existing Loans immediately prior to the applicable Closing Date and (B) on either Closing Date, to the extent any lien search or, if applicable, insurance certificate, endorsement or, solely with respect to the Acquired Business on the Acquisition Closing Date, any security interest in any Collateral (as defined in the Existing Credit Agreement) and/or the provision of any other similar credit event guarantees is not able to be provided and/or perfected (as applicable) on the Acquisition Closing Date, after your use of commercially reasonable efforts to do so without undue burden or expense, then the provision and/or delivery of any such lien search or, if applicable, insurance certificate, endorsement and/or, solely with respect to the Acquired Business on the Acquisition Closing Date, such guarantees and security interests required to be provided, pledged and/or perfected pursuant to the Definitive Debt Documents shall not be required to be provided on the applicable Closing Date and instead shall be provided no later than ninety (90) business days (or such longer period as the Agent may agree in its reasonable discretion) following the applicable Closing Date. This paragraph shall be referred to herein as the “Certain Funds Provision.”