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                                                                    EXHIBIT 10.7


                        RESTATED INTERCOMPANY NOTE: DEVON

$30,570,000                                                    February 22, 2000


                  FOR VALUE RECEIVED, DEVON POWER LLC, a Delaware limited
liability company, (the "Borrower"), hereby promises to pay to the order of NRG
NORTHEAST GENERATING LLC, a Delaware limited liability company, its successors
and assigns (the "Lender"), on demand in lawful money of the United States in
immediately available funds, at the office of the Lender located at 1221
Nicollet Mall, Suite 700, Minneapolis, MN 55403, the principal sum of THIRTY
MILLION FIVE HUNDRED SEVENTY THOUSAND DOLLARS ($30,570,000) or, if less, the
aggregate unpaid principal amount of the loan remaining outstanding hereunder.

                  The Borrower also promises to pay as interest on the unpaid
principal amount hereof semi-annually on June 15 and December 15 of each year,
beginning on June 15, 2000 in like money at said office from the date hereof
until paid, an amount equal to four and one tenth percent (4.1%) (its
"Proportionate Share") of the interest due in respect of certain bonds issued by
the Issuer pursuant to an indenture entered into by the Issuer, certain
guarantors thereto and the Chase Manhattan Bank, as trustee, of even date
herewith.

                  The Borrower may voluntarily prepay this Note, in whole or in
part provided, however, the Borrower may not prepay more than its Proportionate
Share of the principal amounts set forth in Schedule A hereto before the date
specified on such schedule without the prior written consent of the Lender. The
Lender shall record all such prepayments of principal, and the principal sum due
under this Note shall be reduced accordingly.

                  The Borrower hereby waives presentment, demand, protest or
notice of any kind in connection with this Note. All amounts payable under this
Note are payable without relief from valuation and appraisement laws.


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                  This Restated Intercompany Note shall be construed in
accordance with and be governed by the law of the State of New York.

                                            DEVON POWER LLC

                                            By:   /s/ Brian B. Bird
                                                  ------------------------------
                                                  Name:  Brian B. Bird
                                                  Title: Treasurer


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