UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK

		x
In re		:	Chapter 11
		:
NRG ENERGY, INC., et al.,		:
		:	Case No. 03-13024 (PCB)
	Debtors	:
		:	(Jointly Administered)
		x

THIS NOTICE APPLIES TO THE DEBTORS LISTED BELOW WHOSE NAMES HAVE AN “X” NEXT TO THEM:

_____	All Debtors	X	NRG Power Marketing Inc.
X	NRG Energy, Inc.	X	NRG Capital LLC
_____	Arthur Kill Power LLC	X	NRG Finance Company I LLC
_____	Astoria Gas Turbine Power LLC	_____	NRG Central U.S. LLC
_____	Berrians I Gas Turbine Power LLC	_____	NRG Eastern LLC
_____	Big Cajun II Unit 4 LLC	X	NRGenerating Holdings (No. 23) B.V.
_____	Connecticut Jet Power LLC	_____	NRG New Roads Holdings LLC
_____	Devon Power LLC	_____	NRG Northeast Generating LLC
_____	Dunkirk Power LLC	_____	NRG South Central Generating LLC
_____	Huntley Power LLC	_____	Oswego Harbor Power LLC
_____	Louisiana Generating LLC	_____	Somerset Power LLC
_____	Middletown Power LLC	_____	South Central Generation Holding LLC
_____	Montville Power LLC	_____	Norwalk Power LLC
_____	Northeast Generation Holding LLC	_____	NRG McClain LLC
_____	LSP Nelson Energy, LLC	_____	NRG Nelson Turbines LLC

NOTICE OF FILING OF PLAN SUPPLEMENT

     This Plan Supplement¹ contains the following documents required to be filed with the Bankruptcy Court pursuant to Article VII and Section 15.14 of the Plan.

Xcel Settlement Agreement (Final Version)

Tax Matters Agreement

Form of New NRG Senior Note Indenture

Form of Xcel Note

Employee Matters Agreement

General terms of Employment Agreements for Reorganized NRG’s

Officers and Executive Employees

Management Incentive Program

Form of Registration Rights Agreement

     The Debtors reserve the right to alter amend, update, supplement, or modify the Plan Supplement.

     Pursuant to Section 15.14 of the Plan, (i) the Plan Supplement may be inspected in the office of the Clerk of the Bankruptcy Court during normal court hours and (ii) holders of Claims or Equity Interests may obtain a copy of the Plan Supplement t on the Bankruptcy Court’s official website at www.nysb.uscourts.gov, the Claims Agents’ website at www.kccllc.net/nrg, or may be obtained upon written request from Kurtzman Carson Consultants LLC, 5301 Beethoven Street, Suite 102, Los Angeles, California 90066.

Dated:	New York, New York November 11, 2003	KIRKLAND & ELLIS LLP
		/s/ Michael A. Cohen
		Robert G. Burns (RB 0970) Michael A. Cohen (MC 1277) 153 East 53rd Street New York, New York 10022-4675 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 Attorneys for Debtors and Debtors in Possession

¹ Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Second Amended Plan of Reorganization Under Chapter 11 of the Bankruptcy Code for the Debtors, dated as of October 10, 2003 (as may be amended, the “Plan”)

SETTLEMENT AGREEMENT

     This Settlement Agreement (this “Agreement”) is entered into as of      , 2003 by and among (1) Xcel Energy Inc., a Minnesota corporation (“Xcel”), (2) NRG Energy, Inc., a Delaware corporation (“NRG”), on behalf of itself and each of its direct and indirect majority-owned subsidiaries (the “NRG Subsidiaries,” and together with NRG, the “NRG Entities”), and (3) each of the NRG Subsidiaries listed as signatories to this Agreement (Xcel and the NRG Entities are collectively referred to herein as the “Parties”).

     WHEREAS, NRG and certain of the NRG Subsidiaries have commenced voluntary chapter 11 bankruptcy cases (the “Chapter 11 Cases”) in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”);

     WHEREAS, Xcel and NRG are parties to that certain Support and Capital Subscription Agreement dated May 29, 2002 (the “Capital Support Agreement”);

     WHEREAS, certain disputes exist between Xcel and NRG and/or NRG’s creditors with respect to Xcel’s funding obligations, if any, under the Capital Support Agreement;

     WHEREAS, certain other disputes exist between Xcel and NRG and/or the NRG Entities’ creditors, including various disputes relating to tax matters, service agreements, and claims allegedly held by some of the NRG Entities’ creditors against Xcel;

     WHEREAS, Xcel vigorously denies (i) that it has any liability to NRG or its creditors under the Capital Support Agreement, (ii) that it has any liability to NRG relating to tax matters and services agreements, and (iii) that it has any liability to any creditor of NRG or of any NRG Subsidiary in such creditor’s capacity as such;

     WHEREAS, the Parties wish to settle and compromise the disputes and issues between and among them on the terms set forth herein to avoid the expense, delay, uncertainty, and risks of litigation and so that NRG can emerge successfully from chapter 11;

     WHEREAS, as a result, the Parties acknowledge that the Released-Based Amount (as defined below) is being paid by Xcel pursuant to this Agreement solely to facilitate the NRG Plan (as defined below) and the benefits to Xcel thereunder and is expressly not being paid as any concession as to the validity of any claims, whether or not being released, against the Released Parties (as defined below) pursuant to this Agreement; and

     WHEREAS, this Agreement is essential and integral to the NRG Plan.

     NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby consent and agree as follows:

1.	Definitions. As used herein, the following terms shall have the respective meanings specified below:
	“4/1/03 Ratings” shall mean the credit ratings of BBB- by Standard & Poor’s Rating Service and Baa3 by Moody’s Investor Services on the Xcel Debt on April 1, 2003.
	“9019 Motion” shall mean a motion for approval of this Agreement and the provisions of sections 9.2, 9.3.B., 9.3.D., and 9.3.G. of the Plan under Bankruptcy Rule 9019 with respect to NRG Entities that are part of the Chapter 11 Cases but are not part of the NRG Plan, in the form attached hereto as Exhibit A, which shall be approved by the Confirmation Order.
	“Affiliate” shall have the meaning set forth in section 2(a)(11) of the Public Utility Holding Company Act of 1935 (other than the NRG Entities when the term “Affiliate” is used in connection with Xcel).
	“Assumed Agreements” shall mean those agreements between the Debtors and Xcel (or an Xcel Affiliate) described on Schedule 8(m) hereto to be assumed by the Debtors.
	“Authorized Party” shall mean, collectively, the Creditors’ Committee and the Global Steering Committee. The Creditors’ Committee or the Global Steering Committee acting without the other shall not be an Authorized Party.
	“Ballots” shall mean the ballots for the Unsecured Creditor Class under the NRG Plan, in the forms attached hereto as Exhibit B.
	“Bank Group” shall mean the legal or beneficial holders of all of the Claims under the Lender Facilities.
	“Bankruptcy Code” shall mean title 11 of the United States Code.
	“Bankruptcy Court” shall have the meaning set forth in the recitals to this Agreement.
	“Bankruptcy Rules” shall mean the Federal Rules of Bankruptcy Procedure as promulgated by the United States Supreme Court under section 2075 of title 28 of the United States Code, as amended from time to time, and any Local Rules of the Bankruptcy Court, as amended from time to time.
	“Bar Date Order” shall mean the Final Order of the Bankruptcy Court, attached hereto as Exhibit C, setting a bar date for claims against NRG in the Chapter 11 Cases.
	“Business Day” shall mean any day other than a Saturday, Sunday, or any other day on which commercial banks in the State of New York are required or authorized to close by law or executive order.
	“Capital Support Agreement” shall have the meaning set forth in the recitals to this Agreement.

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“Cash Refund” shall mean the amount of any cash refund of taxes (including any interest paid thereon) to be generated by the carryback of the Worthless Stock Deduction in whole or in part to any taxable year prior to the Loss Year.

“Cause of Action” shall mean all actions, causes of action, liabilities, obligations, rights, suits, damages, judgments, remedies, demands, setoffs, defenses, recoupments, crossclaims, counterclaims, third-party Claims, indemnity Claims, contribution Claims or any other Claims whatsoever, whether known or unknown, matured or unmatured, fixed or contingent, liquidated or unliquidated, disputed or undisputed, suspected or unsuspected, foreseen or unforeseen, direct or indirect, choate or inchoate, existing or hereafter arising, in law, equity or otherwise, based in whole or in part upon any act or omission or other event occurring prior to the Petition Date or during the course of the Chapter 11 Cases, including through the Effective Date.

“Chapter 11 Cases” shall have the meaning set forth in the recitals to this Agreement.

“Claims” shall have the meaning set forth in section 101(5) of Bankruptcy Code and shall be deemed to include any “Claim” arising on or after the Petition Date through the Effective Date.

“Confirmation Date” shall mean the date on which there occurs the entry of the Confirmation Order on the docket of the Bankruptcy Court.

“Confirmation Order” shall mean the order of the Bankruptcy Court, in the form attached hereto as Exhibit E, confirming the NRG Plan and approving this Agreement, and the compromises and transactions contemplated by this Agreement; provided that the Confirmation Order may be modified or supplemented from the form attached hereto as Exhibit E in a manner which does not adversely affect Xcel in its sole opinion.

“Creditors’ Committee” shall mean the Official Committee of Unsecured Creditors appointed in the Chapter 11 Cases.

“Cross-Over Lenders” shall have the meaning set forth in section 8(i) of this Agreement.

“Cure Obligations” shall mean the cure obligations of the Debtors pursuant to section 365(b) of the Bankruptcy Code in connection with the Assumed Agreements.

“D&O Expiration Date” shall mean August 18, 2003.

“D&O Policies” shall mean insurance policies covering director and officer liabilities, including without limitation: (i) Directors and Officers Liability Insurance Policy No. D0969A1A00, issued by Associated Electric & Gas Insurance Services Limited (AEGIS), policy period beginning August 18, 2000; (ii) Following Form Combined Liability Indemnity Policy No. 800005-00CL, issued by Energy Insurance Mutual (EIM), policy period beginning August 18, 2000; (iii) Excess Policy No. 8179-96-58 DAL, issued by Federal Insurance Company (FIC), policy period beginning August 18, 2000; (iv) Directors and Officers Liability Insurance Policy No. D0217A1A99, issued by AEGIS, policy period beginning November 15, 1999 (including specifically, but not

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limited to, runoff endorsement effective as of August 18, 2000); (v) Following Form Combined Liability Indemnity Policy No. 800002-97CL, issued by EIM, policy period beginning November 15, 1997 (including specifically, but not limited to, runoff endorsement effective as of August 18, 2000); (vi) Excess Policy No. 8151-42-64B , issued by FIC, policy period beginning November 15, 1999 (including specifically, but not limited to, runoff endorsement effective as of August 16, 2000); and (vii) Fiduciary and Employee Benefit Liability Insurance Policy No. F0969A1A00, issued by AEGIS, policy period beginning August 18, 2000.

“Debtors” shall mean NRG and any of the NRG Subsidiaries which are part of the Chapter 11 Cases.

“Disclosure Statement” shall mean the disclosure statement in connection with the NRG Plan, in the form attached hereto as Exhibit E.

“Disclosure Statement Order” shall mean the Final Order of the Bankruptcy Court, in the form attached hereto as Exhibit F, approving various procedures in connection with solicitation of votes with respect to the NRG Plan.

“Downgrade Date” shall mean the first date on which the Xcel Debt has not retained at least the 4/1/03 Ratings for a period of at least 120 consecutive days.

“Effective Date” shall mean the date on which the NRG Plan becomes effective in accordance with its terms.

“Employee Matters Agreement” shall mean that agreement, in the form attached hereto as Exhibit G, pursuant to which various obligations with respect to employees and benefit plans shall be allocated between Xcel and NRG as of the Effective Date on the terms set forth therein.

“Excluded Claims” shall mean any claims against Xcel under (i) this Agreement; (ii) the Employee Matters Agreement; (iii) the Tax Matters Agreement; (iv) the Assumed Agreements; and (v) any Separate Bank Claims and any claims reserved pursuant to section C. of the Separate Bank Release Agreement.

“Final Order” shall mean an order or judgment of the relevant court of competent jurisdiction as entered on the docket in the relevant cases that has not been reversed, stayed, modified or amended, and as to which the time to appeal or seek certiorari has expired and no appeal or petition for certiorari has been timely taken, or as to which any appeal that has been taken or any petition for certiorari that has been timely filed has been resolved by the highest court to which the order or judgment was appealed from or from which certiorari was sought.

“Global Steering Committee” shall mean the persons identified on Schedule A, being legal or beneficial holders of various Claims under the Lender Facilities and certain other credit facilities with respect to certain NRG Subsidiaries.

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“Guarantees” shall mean all Xcel guarantees, equity contribution obligations, indemnification obligations, arrangements whereby Xcel or any Affiliate has posted cash collateral, and all other credit support obligations with respect to NRG or any NRG Subsidiary, in each case set forth on Schedule 5(a)(i) hereto.

“Initial Contribution” shall mean $238 million of the Xcel Contribution.

“Lender Facilities” shall mean, collectively, the NRG FinCo Secured Revolver Agreement, the NRG Letter of Credit Facility, and the NRG Unsecured Revolver Agreement.

“Liabilities” shall mean all debts, liabilities, guarantees, assurances, commitments and obligations, whether fixed, contingent or absolute, asserted or unasserted, matured or unmatured, liquidated or unliquidated, accrued or not accrued, known or unknown, due or to become due, whenever or however arising (including, without limitation, whether arising out of any contract or tort based on negligence or strict liability) and whether or not the same would be required by generally accepted principles and accounting policies to be reflected in financial statements or disclosed in the notes thereto. For purposes of any indemnification hereunder, “Liabilities” shall be deemed also to include any and all damages, claims, suits, judgments, fines, penalties, costs and expenses of any kind or character, including attorney’s fees.

“Loss Year” shall mean the year in which the Effective Date occurs.

“Non-Plan Debtors” shall mean those NRG Subsidiaries having commenced Chapter 11 Cases that are not subject to the NRG Plan.

“Notes” shall mean those public notes of NRG listed on Schedule B to this Agreement.

“NRG” shall have the meaning set forth in the preamble to this Agreement.

“NRG Entities” shall have the meaning set forth in the preamble to this Agreement.

“NRG FinCo” shall mean NRG Finance Company I LLC, a Delaware corporation.

“NRG FinCo Secured Revolver Agreement” shall mean the revolving credit agreement entered into by and among NRG FinCo, Credit Suisse First Boston and certain other lenders party thereto and NRG Audrain Generation LLC, LSP-Nelson Energy, LLC, LSP-Pike Energy, LLC and NRG Turbine LLC, as sub-borrowers, as of May 8, 2001 with the purpose of financing certain domestic construction projects of the Debtors, together with all amendments, modifications, renewals, restatements, substitutions and replacements thereof and all documents, agreements or instruments related thereto, including, but not limited to, the NRG Equity Undertaking (as defined in Exhibit F of the NRG Plan).

“NRG Letter of Credit Facility” shall mean the $125,000,000 Standby Letter of Credit Facility, dated as of November 30, 1999, among NRG, the financial institutions party thereto and the Australia and New Zealand Banking Group Limited, as administrative

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agent, as amended, supplemented, restated or modified from time to time, together with all documents, agreements or instruments related thereto.

“NRG Payment Request” shall mean a written notice pursuant to which the Authorized Party may request that Xcel not exercise the Xcel Downgrade Election as set forth in section 2(f)(ii) of this Agreement.

“NRG Payment Revocation” shall mean a written notice pursuant to which the Authorized Party may revoke the NRG Payment Request as set forth in section 2(f)(ii) of this Agreement.

“NRG Plan” shall mean the chapter 11 plan of reorganization for NRG, in the form attached hereto as Exhibit H; provided that the NRG Plan may be modified or supplemented from the form attached hereto as Exhibit H, as set forth therein, in a manner which does not adversely affect Xcel in its sole opinion.

“NRG Released Causes of Action” shall mean, collectively, all Claims or Causes of Action of any kind or nature (whether known or unknown) which NRG, any of the NRG Subsidiaries, or any creditor of any of the Debtors, directly or indirectly, has or may have as of the Effective Date against any of the Released Parties in respect of any matter relating to NRG or any of the NRG Subsidiaries, including, without limitation, the Specified Claims, but the NRG Released Causes of Action shall not include any Excluded Claims.

“NRG Unsecured Revolver Agreement” shall mean that certain 364-Day Revolving Credit Agreement dated as of March 8, 2002 among NRG, the financial institutions party thereto, ABN Amro Bank N.V., as administrative agent, Salomon Smith Barney, Inc., as syndication agent, Barclays Bank PLC, as co-syndication agent, and The Royal Bank of Scotland PLC, and Bayerische Hypo-und Vereinsbank AG, New York Branch, as co-documentation agents, as amended, supplemented, restated or modified from time to time, together with all documents, agreements or instruments related thereto.

“NRG Subsidiaries” shall have the meaning set forth in the preamble to this Agreement.

“Parties” shall have the meaning set forth in the preamble to this Agreement.

“Person” has the meaning set forth in section 101(41) of the Bankruptcy Code.

“Petition Date” shall mean May 14, 2003.

“Plan Support Agreement” shall mean that Plan Support Agreement dated May 13, 2003 among NRG, Xcel, and the Supporting Creditors.

“Reimbursable Claims” shall mean amounts billed under the Services Agreement related to corporate insurance obtained for the benefit of NRG and other services requested by NRG.

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“Release-Based Amount” shall mean up to $390 million of the Xcel Contribution payable as follows: (i) $38 million out of the Second Installment, and (ii) the entire Third Installment.

“Released-Based Amount Agreement” shall mean that agreement among NRG and Xcel, in the form attached hereto as Exhibit I, which specifies how to calculate the Released-Based Amount payable by Xcel to NRG at any time.

“Released Parties” shall mean, in respect of any NRG Released Causes of Action: (i) the Xcel Released Parties, and (ii) any other person or entity to the extent that such person or entity is entitled to a claim for indemnification, reimbursement, contribution, subrogation or otherwise against any of the persons or entities listed in clause (i) in respect of the NRG Released Causes of Action.

“Reorganized NRG” shall mean NRG on and after the Effective Date pursuant to the NRG Plan.

“Second Installment” shall mean $50 million of the Xcel Contribution.

“Separate Bank Claims” shall mean those Claims against the Released Parties being released as part of the Separate Bank Release Agreement.

“Separate Bank Release Agreement” shall mean that certain release agreement between Xcel and the Bank Group in the form attached hereto as Exhibit J.

“Services Agreement” shall mean the Service Agreement between Xcel Energy Services Inc. and NRG dated June, 2002.

“Settled Claims” shall mean all Claims of Xcel or any Affiliate against any NRG Entity arising or accruing on or prior to January 31, 2003 for the provision of intercompany goods or services under the Services Agreement and all Claims for amounts paid by Xcel or any Affiliate on or prior to January 31, 2003 under any Guaranty.

“Specified Claims” shall mean (i) any Claim that is property of any Debtor’s estate pursuant to section 541 of the Bankruptcy Code or otherwise; (ii) any preference, fraudulent conveyance and other actions under sections 510, 544, 545, 547, 548, 549, 550 or 553 of the Bankruptcy Code or any state law equivalents; (iii) any Claim arising out of illegal dividends or similar theories of liability; (iv) any Claim asserting veil piercing, alter ego liability or any similar theory; (v) any Claim based upon unjust enrichment; (vi) any Claim for breach of fiduciary duty; (vii) any Claim for fraud, misrepresentation or any state or federal securities law violations; and (viii) any Claim that NRG or any NRG Subsidiary may have as a result of having been a member of the Xcel affiliated tax group or a signatory to an Xcel tax sharing agreement.

“Support Agreement Amount” shall mean $250 million of the Xcel Contribution payable out of the entire Initial Contribution and $12 million of the Second Installment.

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“Support Agreement Claims” shall mean all Claims against Xcel arising under or related to the Capital Support Agreement.

“Supporting Creditors” shall mean, collectively, the Supporting Lenders and Supporting Noteholders.

“Supporting Lenders” shall mean the Bank Group members that are signatories to the Plan Support Agreement.

“Supporting Noteholders” shall mean the Noteholders that are signatories to the Plan Support Agreement.

“Tax Matters Agreement” shall mean that tax matters agreement between NRG and Xcel, in the form attached hereto as Exhibit K.

“Third Installment” shall mean up to $352 million of the Xcel Contribution.

“Transfer” shall mean (a) the sale, transfer, assignment, pledge, or other disposal, directly or indirectly, of any right, title or interest in respect of any and all Claims and Causes of Action against the Released Parties, in whole or in part, or any interest therein, and/or (b) the grant of any proxies, deposit of any Claims or Causes of Action against the Released Parties into a voting trust, or the entry into a voting agreement with respect to any of such Claims or Causes of Action.

“Transferee” means any party who obtains, at any time, a Transfer from a NRG Entity.

“Unsecured Creditor Class” shall mean Class 5 under the NRG Plan, together with Class 6 under the NRG Plan in the event Debtor NRG Power Marketing, Inc. is substantively consolidated with NRG under the NRG Plan.

“Voting Deadline” shall mean the initial voting deadline for accepting or rejecting the NRG Plan as established by the Debtors pursuant to the Disclosure Statement Order.

“Voting Record Date” shall be the voting record date established by the Disclosure Statement Order.

“Worthless Stock Deduction” shall mean the deduction that Xcel or its Affiliates will claim under Section 165(g)(3) of the Internal Revenue Code and any comparable provision of state or local law with respect to the loss of its investment in NRG.

“Xcel” shall have the meaning set forth in the preamble to this Agreement.

“Xcel Contribution” shall mean, collectively, (1) up to $640 million, subject to the provisions of this Agreement; and (2) the Xcel Released Causes of Action.

“Xcel Credit Waiver” shall have the meaning set forth in section 8(i) of this Agreement.

“Xcel Debt” shall mean Xcel’s senior unsecured public notes.

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“Xcel Downgrade Election” shall mean Xcel’s right to pay up to $150 million of the Initial Contribution in XEL Stock no later than 10 Business Days after the Xcel Payment Date pursuant to the terms of section 2(f)(i) of this Agreement.

“Xcel Payment Date” shall mean the later of (i) 90 days after the Confirmation Date, and (ii) one Business Day after the Effective Date.

“Xcel Plan Note” shall mean that certain unsecured, 2.5 year non-amortizing promissory note issued by Reorganized NRG in favor of Xcel with a principal amount of $10 million bearing interest at the per annum rate of 3% in the form attached hereto as Exhibit L.

“Xcel Released Causes of Action” shall mean collectively, all Claims or Causes of Action of any kind or nature (whether known or unknown) which Xcel has or may have against any of the NRG Entities or any officer, director, employee, Affiliate or agent of any of the NRG Entities, in each case in their capacity as such, but the Xcel Released Causes of Action shall not include: (1) the obligations of any of the NRG Entities to Xcel or any Affiliate of Xcel under this Agreement, the Separate Bank Release Agreement, the NRG Plan, the Confirmation Order, the Employee Matters Agreement, the Release-Based Amount Agreement, the Tax Matters Agreement, the Xcel Plan Note or any document or agreement executed in connection with this Agreement, the Separate Bank Release Agreement, the NRG Plan, or the Confirmation Order, or (2) any rights of subrogation which Xcel may have against any of the NRG Entities as a result of Xcel’s payment of all or any part of the Claim of any creditor of such NRG Entity.

“Xcel Released Parties” shall mean Xcel or any officer, director, employee, subsidiary, Affiliate (other than NRG and the NRG Subsidiaries), agent, or other party acting on behalf of Xcel or a subsidiary or an Affiliate of Xcel (other than NRG or the NRG Subsidiaries), in each case in their capacity as such.

“Xcel Shares Option” shall mean the option of Xcel to make any or all of the Second Installment in XEL Stock as described in Section 2(d) hereof.

“Xcel Tax Benefit” shall mean the reduction in federal income tax liability of Xcel, any Affiliate, and the Xcel consolidated group, as the case may be, attributable to the Worthless Stock Deduction, including without limitation, the Cash Refund and the reduction of any estimated payments of federal income tax liability in the Loss Year or any subsequent year, which reduction may be made (or not made) by Xcel in its sole discretion.

“XEL Stock” shall mean common stock of Xcel that has been registered under the Securities Act of 1933, as amended, pursuant to an effective registration statement.

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2.             Xcel Consideration. Subject to the terms and conditions of this Agreement, the NRG Plan, the Confirmation Order, and all other agreements or documents contemplated by this Agreement, the NRG Plan and the Confirmation Order, Xcel shall contribute the Xcel Contribution to NRG. The Xcel Contribution shall be paid or provided as follows:

(a)

Initial Contribution. The Initial Contribution shall be paid in cash to NRG on the Xcel Payment Date, except to the extent that payment of up to $150 million of the Initial Contribution is payable by Xcel in XEL Stock pursuant to the exercise by Xcel of the Xcel Downgrade Election under Section 2(f)(i) hereof or Section 2(f)(iii) hereof and except to the extent that payment of up to $150 million of the Initial Contribution is delayed pursuant to the delivery by the Authorized Party of the NRG Payment Request to Xcel under Section 2(f)(i) hereof or Section 2(f)(iii) hereof.

(b)

Second Installment. The Second Installment shall be paid to NRG on the later of January 1, 2004 or the Xcel Payment Date in cash, except to the extent that all or any part of the Second Installment is payable by Xcel in XEL Stock pursuant to the exercise by Xcel of the Xcel Shares Option under Section 2(d) hereof.

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(c)                 Third Installment.

(i)

The amount of the Third Installment that is payable on the later of April 30, 2004 or the Xcel Payment Date pursuant, subject to paragraph 3(d) below, to the Release-Based Amount Agreement shall be paid to NRG in cash on the later of April 30, 2004 or the Xcel Payment Date, except to the extent that payment of such amount is delayed pursuant to Section 2(f)(iv) hereof to the later of June 30, 2004 or 60 days after the Xcel Payment Date and except that the portion of the amount payable on the later of April 30, 2004 or the Xcel Payment Date (or, if Section 2(f)(iv) hereof is applicable, the later of June 30, 2004 or 60 days after the Xcel Payment Date) in excess of the Cash Refund received by Xcel as of such date shall not be due and payable until 30 days after the later of April 30, 2004 or the Xcel Payment Date (or if Section 2(f)(iv) is applicable, until 30 days after the later of June 30, 2004 or 60 days after the Xcel Payment Date). Additional portions of the Third Installment payable by Xcel to NRG as a result of the allowance or other liquidation of contingent, unliquidated, or disputed claims against NRG shall be paid by Xcel to NRG in cash on such dates as are required by the Release-Based Amount Agreement, subject to paragraph 3(d) below.

(ii)

The payment of the Third Installment will be required regardless of whether any Cash Refund is ever received or whether any Xcel Tax Benefit is later reduced or eliminated on audit by a taxing authority. The Third Installment shall be payable without interest; provided, if Xcel defaults in the timely payment of the Third Installment, as required, subject to paragraph 3(d) below, by the Release-Based Amount Agreement (taking into account the 30 day grace period set forth in section 2(c)(i) above and the provisions of section 2(f)(iv) below), the unpaid amount shall accrue simple interest at 10% per annum from the date of non-payment until the date of payment (in addition to any other remedies such as collection actions, the reasonable cost of which shall also be payable by Xcel).

(d)                 Xcel Shares Option. No later than five Business Days after the Confirmation Date, Xcel can exercise the Xcel Shares Option by issuing a press release stating that it has elected to exercise the Xcel Shares Option and the amount (which can be 100%) of the Second Installment to be paid in XEL Stock. If Xcel exercises the Xcel Shares Option, Xcel shall pay in XEL Stock the amount of the Second Installment designated by Xcel in such press release to be paid in XEL Stock. The number of shares that Xcel shall be required to deliver shall be the nearest whole number of shares equal to (x) the amount of the Second Installment to be made in XEL Stock divided by (y) the average closing price for XEL Stock on the New York Stock Exchange for the last ten full trading days through and including the Business Day prior to the date the Second Installment is due.

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(e)	Xcel Released Causes of Action. The component of the Xcel Contribution comprised of the Xcel Released Causes of Action shall be deemed delivered to NRG and effective as of the Effective Date.
(f)	Xcel Downgrade Election.

(i)

In the event that on the Confirmation Date the Xcel Debt has not retained at least the 4/1/03 Ratings for a period of at least 120 consecutive days through and including the Confirmation Date, then Xcel, in its sole discretion, may, subject to an NRG Payment Request described below, exercise the Xcel Downgrade Election by, no later than five Business Days after the Confirmation Date, issuing a press release stating that it has exercised the Xcel Downgrade Election and the amount (which can be up to $150 million) of the Initial Contribution that will be paid in XEL Stock. The number of shares of XEL Stock that Xcel shall be required to deliver shall be the nearest whole number of shares equal to (x) the amount of the Initial Contribution to be made in XEL Stock divided by (y) the average closing price on the New York Stock Exchange for Xcel common stock for the last ten full trading days through and including the Business Day prior to the date when the portion of the Initial Contribution to be paid in XEL Stock is made.

(ii)

Notwithstanding the foregoing, the Authorized Party may request that Xcel not exercise the Xcel Downgrade Election by delivering to Xcel an NRG Payment Request within five Business Days after Xcel’s issuance of the press release set forth in clause (i) above of this Section 2(f). After timely receipt by Xcel of an NRG Payment Request, Xcel shall be required to pay NRG in cash, and not in XEL Stock, the portion of the $150 million of the Initial Contribution subject to the Xcel Downgrade Election on the Business Day after the Xcel Debt has achieved at least the 4/1/03 Ratings for a period of at least 120 consecutive days. In addition, through the Effective Date and prior to payment in full by Xcel of the Initial Contribution, the Authorized Party may revoke the NRG Payment Request by delivering to Xcel an NRG Payment Revocation. Once given, an NRG Payment Revocation shall be irrevocable. In addition, on the 180th day after receipt by Xcel of an NRG Payment Request, if Xcel shall not have been required to pay NRG in cash prior to such date the portion of the $150 million of the Initial Contribution subject to the Xcel Downgrade Election, then the NRG Payment Revocation shall be deemed to have been given to Xcel. Upon receipt or deemed receipt by Xcel of an NRG Payment Revocation, Xcel shall pay the portion of the Initial Contribution subject to the Xcel Downgrade Election in XEL Stock within 10 Business Days after the later of (1) receipt or deemed receipt of the NRG Payment Revocation and (2) the Xcel Payment Date. The number of shares of XEL Stock that Xcel shall be required to deliver shall be the nearest whole number of shares equal to (x) the amount of the Initial Contribution to be made in XEL Stock divided by (y) the average closing

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	price on the New York Stock Exchange for Xcel common stock for the last ten full trading days through and including the Business Day prior to the date when the portion of the Initial Contribution to be paid in XEL Stock is made.
(iii)	If (1) on the Confirmation Date the Xcel Debt has retained at least the 4/1/03 Ratings for a period of at least 120 consecutive days but (2) at any time after the Confirmation Date and prior to the Xcel Payment Date the Xcel Debt has not retained at least the 4/1/03 Ratings for a period of at least 120 consecutive days, then the provisions of subsections (i) and (ii) above shall apply, but Xcel, in its sole discretion, may, subject to an NRG Payment Request, exercise the Xcel Downgrade Election and pay the requisite XEL Stock no later than the later of (1) 10 Business Days after the Xcel Payment Date and (2) 105 days after the Downgrade Date. In such event, Xcel shall issue a press release stating the specifics of its Xcel Downgrade Election no later than five Business Days after the Downgrade Date. In addition, if Xcel has exercised an Xcel Downgrade Election pursuant to this subsection (iii) and has subsequently received an NRG Payment Revocation, then Xcel shall pay the portion of the Initial Contribution subject to the Xcel Downgrade Election in XEL Stock within the later of (i) 10 Business Days after receipt of the NRG Payment Revocation and (ii) 105 days after the Downgrade Date.
(iv)	In addition to the foregoing, in the event that on the Xcel Payment Date the Xcel Debt has not retained at least the 4/1/03 Ratings for a period of at least 120 consecutive days through and including the date that the initial portion of the Third Installment is due, then the due date for the initial portion of the Third Installment shall be extended to the later of June 30, 2004 and sixty days after the Xcel Payment Date.

(g)             Tax Treatment of Xcel Contribution. The Parties shall treat the Xcel Contribution as a contribution to the capital of NRG for federal, state, and local income tax purposes.

3.        Allocation of Xcel Contribution and NRG Releases.

(a)	Support Agreement Amount. The Support Agreement Amount shall be made in exchange for the release of the NRG Released Causes of Action comprised of the Support Agreement Claims.
(b)	Released-Based Amount. The Release-Based Amount together with the Xcel Released Causes of Action shall be made in exchange for the releases described in Sections 3(c) and (d) hereof and such other releases and injunctions for the benefit of the Released Parties set forth in the Confirmation Order.
(c)	Check the Box Releases. Subject to the terms of the Release-Based Amount Agreement, the Released-Based Amount shall be distributed pro rata to

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each allowed Claim in the Unsecured Creditor Class that checks the appropriate box on a Ballot indicating that the holder of such Claim is releasing the Released Parties from all NRG Released Causes of Action and causes the relevant balloting agent to receive such Ballot by the Voting Deadline. Subject to paragraph 3(d) of this Agreement, creditors not checking the box on their Ballots and so causing the relevant balloting agent to receive such Ballots by the Voting Deadline shall not receive any portion of the Release-Based Amount; instead, the aggregate share of the Release-Based Amount of those creditors who did not check the box on their Ballots which otherwise would have been payable to such creditors (if they had checked the box) will be credited against and deducted from the Xcel Contribution as set forth in the Release-Based Amount Agreement.

(d)

Third Party Releases. Notwithstanding anything to the contrary in this Agreement, if the third party releases and injunctions for the benefit of the Released Parties set forth in sections 9.2 and 9.3 of the NRG Plan are approved in their entirety pursuant to a Final Order of the Bankruptcy Court in form acceptable to Xcel, then Xcel shall be obligated to pay to NRG for distribution to creditors in the Unsecured Creditor Class the entire $390 million of the Released-Based Amount; provided, however, (a) the timing of the payment of the Third Installment shall not be altered by an obligation to pay the entire $390 million of Released-Based Amount, and (b) until there is such a Final Order of the Bankruptcy Court, Xcel’s obligation to pay the Released-Based Amount shall be as otherwise set forth in this Agreement and the Released-Based Amount Agreement. In addition, if the third party releases and injunctions for the benefit of the Released Parties set forth in sections 9.2 and 9.3 of the NRG Plan are approved in their entirety pursuant to a Final Order of the Bankruptcy Court in form acceptable to Xcel, the Released-Based Amount Agreement shall not be effective except for the indemnity provisions set forth in section 9 thereof and any other portion of that agreement applicable to section 9.

4.         Xcel Tax Benefit. The Parties agree that:

(a)	Worthless Stock Deduction. For federal income tax purposes, after the Effective Date Xcel or its Affiliates shall claim the Worthless Stock Deduction for the Loss Year. Neither Xcel nor any of its Affiliates shall claim the Worthless Stock Deduction for any year before the Loss Year.
(b)	Tax Related Plan Provisions.

(i)	The Xcel Tax Benefit shall be the sole and exclusive property of Xcel, and the NRG Entities and any party claiming by or through them hereby release as of the Effective Date any right or interest that they might otherwise have in the Xcel Tax Benefit.
(ii)	NRG and its direct and indirect subsidiaries shall not be (a) reconsolidated with Xcel or any of its other Affiliates for tax purposes at any time after their March, 2001 deconsolidation unless otherwise

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required by state or local tax law, or (b) treated as a party to or otherwise entitled to the benefits of any tax sharing agreement with Xcel, other than the Tax Matters Agreement.

5.         Xcel Guaranties, Insurance, and Intercompany Claims.

(a)             Xcel Guaranties and Insurance. The Parties agree that:

(i)	On the Effective Date, all Guarantees shall either be terminated or Xcel and NRG shall enter into other arrangements satisfactory to Xcel and NRG with respect to such obligations (with Xcel and any Affiliates thereof having no further liability for such obligations or arrangements) and all cash collateral posted by Xcel or any Affiliate shall be returned as soon as practicable to Xcel, including, if not previously returned, the $11.5 million of cash collateral posted by Xcel for the Mid-Atlantic project. With respect to the $11.5 million of cash collateral posted by Xcel for the Mid-Atlantic project, NRG shall cooperate with Xcel in seeking the return at the earliest practical date after the current expiration of the relevant Mid-Atlantic agreement in July of 2003.
(ii)	NRG and the NRG Subsidiaries shall be solely responsible for renewing, administering, and paying for their own insurance policies starting with insurance policies relating to property and other coverages expiring as of June 2003, and D&O Policies expiring on the D&O Expiration Date; provided, however, that Xcel shall (1) not cancel any D&O Policy before the D&O Expiration Date, (2) reasonably cooperate with NRG’s past or current officers and directors who may be entitled to coverage under any D&O Policy to allow them to administer their claims, and (3) if available and at the sole cost of NRG, and after receiving sufficient funds from NRG, at NRG’s request purchase customary tail coverage, commencing on the D&O Expiration Date, for NRG’s officers and non-Xcel directors in office on the day prior to the Petition Date and who are eligible for coverage under any D&O Policy.
(iii)	The Parties acknowledge and agree that the rights and obligations of Xcel, NRG, and all other persons or entities insured under any D&O Policy have been and shall remain unaffected by the Chapter 11 Cases or any subsequent bankruptcy cases or proceedings commenced by any of the NRG Subsidiaries and that upon the Effective Date, Xcel, NRG, and all other persons or entities insured under any D&O Policy shall have the same status with respect to, and rights under, any D&O Policy as immediately prior to the Petition Date, notwithstanding, among other things, the automatic stay in the Chapter 11 Case for NRG previously in effect or the automatic stay that may thereafter remain in effect in the chapter 11 case of any other NRG Subsidiary.

(b)             Intercompany Claims. The Parties agree that:

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(i)	Any prepetition or postpetition Claims of Xcel or any Affiliate against any of the NRG Entities arising from the provision of intercompany goods or services of the type set forth on Schedule 5(b)(i) hereto to any of the NRG Entities or from payment by Xcel or any Affiliate under any Guaranty shall be paid in full in cash by NRG in the ordinary course (including payment during the Chapter 11 Cases) in the appropriate amount based on the underlying contracts or agreements between the parties (including all agreements listed on Schedule 8(m) to this Agreement), without any subordination or recharacterization of such Claims, except that the Claims which are to be paid in full in the ordinary course during the Chapter 11 Cases shall not include Claims of Xcel or any Affiliate arising under the Guarantees listed in Schedule 5(b)(i) hereto (such Claims, subject to the next sentence, to be paid in full in cash by NRG on the Effective Date as provided in clause (ii) below) but shall include any Claims of Xcel or any Affiliate related to Northern States Power Company, NRG Energy Center-Rock Tenn LLC, NRG Thermal f/k/a Norenco Corporation, NRG Resource Recovery, Inc., Minnesota Waste Processing Company LLC, and NRG Energy, Inc. Notwithstanding the foregoing, (A) Settled Claims shall not be paid until the Effective Date, at which time Xcel shall receive, on account of and in full and final settlement of such Claims, the Xcel Plan Note; and (B) after January 31, 2003 NRG shall only be responsible under the Services Agreement for Reimbursable Claims. NRG agrees that it shall not order services from Xcel or any Affiliate under the Services Agreement or otherwise inconsistent with any provisions of this Agreement.
(ii)	To the extent, if any, that intercompany Claims of Xcel or any Affiliate (other than Settled Claims and other than Claims under the Services Agreement which are not Reimbursable Claims, but including Claims for reimbursement of payments made by Xcel or any Affiliate under Guarantees) are unpaid as of the Petition Date, such amounts shall be paid in full in cash on the Effective Date by the relevant NRG Entity or NRG under the NRG Plan without any subordination or recharacterization of such Claims.
(iii)	The provisions of clauses (i) and (ii) of this Section 5(b) shall not apply to any tax sharing agreement. All tax sharing agreements or understandings to the extent otherwise binding on Xcel and NRG, shall terminate (without any residual or ongoing liability of either party to the other) as of the Effective Date for all taxable periods, past, present and future. On and after the Effective Date, tax matters between NRG, Xcel, and any Affiliates thereof shall be governed exclusively by the Tax Matters Agreement.

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6.        Representations and Warranties.

(a)	Each Party represents and warrants to the other Party that it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation.
(b)	Each Party represents and warrants to the other Party that its execution, delivery and performance of this Agreement are within the power and authority of such party and have been duly authorized by such party.
(c)	Each Party represents and warrants to the other Party that this Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable in accordance with the terms hereof, except to the extent that any Party requires regulatory or other approvals set forth in section 8(f) of this Agreement and such approvals have not been obtained; provided, that each Party’s acknowledgement that the Effective Date of this Agreement has occurred shall constitute a representation that it has obtained all such approvals.
(d)	Each Party represents and warrants to the other Party that neither the execution and delivery of this Agreement nor compliance with the terms and provisions hereof will violate, conflict with or result in a breach of, its certificate of incorporation or bylaws or other constitutive document, any applicable law or regulation, any order, writ, injunction or decree of any court or governmental authority or agency, or any agreement or instrument to which it is a party or by which it is bound or to which it is subject, except to the extent that any Party requires regulatory or other approvals set forth in section 8(f) of this Agreement and such approvals have not been obtained; provided, that each Party’s acknowledgement that the Effective Date of this Agreement has occurred shall constitute a representation that it has obtained all such approvals.
(e)	NRG represents and warrants to Xcel that from January 1, 2003 through the Confirmation Date, (A) no NRG Entity has caused or permitted to be made any distribution from an NRG Subsidiary to the extent that (1) the distribution would be treated as a dividend to NRG for federal income tax purposes and (2) the distribution or portion thereof treated as a dividend to NRG, alone or in combination with any other distribution treated as a dividend to NRG during that period and any taxable gain described in clause (B) of this paragraph would exceed $63 million, and (B) NRG has not engaged in any transaction that is treated as a sale by NRG of stock or securities for federal income tax purposes and that resulted in a taxable gain, to the extent that the amount of such taxable gain, alone or in combination with any other taxable gain described in this clause (B) and any distribution described in clause (A) of this paragraph would exceed $63 million.
(f)	NRG represents and warrants to Xcel that from the Petition Date through the Effective Date, no NRG Entity has taken any action that would increase, or failed to take any action that would minimize, the likelihood that Xcel or any

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	Affiliate will be required to make any payment on any Guaranty during the Chapter 11 Cases.
(g)	NRG represents that all NRG Subsidiaries have been included on the signature pages to this Agreement.

7.         Covenants.

(a)	Neither Party shall take any action that would delay or frustrate the occurrence of the Effective Date, the transactions contemplated by this Agreement, or the transactions contemplated by any other agreements or documents referenced in this Agreement, or the consummation of the NRG Plan.
(b)	Each Party shall take all actions necessary or appropriate to consummate the transactions contemplated by this Agreement.
(c)	During the period beginning on the date of this Agreement and ending on the Effective Date, NRG shall not (A) cause or permit to be made any distribution from an NRG Subsidiary to the extent that (1) the distribution would be treated as a dividend to NRG for federal income tax purposes and (2) the distribution or portion thereof treated as a dividend to NRG, alone or in combination with any other distribution treated as a dividend to NRG between January 1, 2003 and the Effective Date and any taxable gain described in clause (B) of this paragraph would exceed $63 million, and (B) engage in any transaction that is treated as a sale by NRG of stock or securities for federal income tax purposes and that results in a taxable gain, to the extent that the amount of such taxable gain, alone or in combination with any other taxable gain described in this clause (B) between January 1, 2003 and the Effective Date and any distribution described in clause (A) of this paragraph would exceed $63 million; provided, however, that this covenant shall not apply to any sales or distributions made during any period following the date of this Agreement in which persons effectively nominated or designated by Xcel hold a majority of the seats on NRG’s board of directors or on the managing board of the applicable NRG Subsidiary.
(d)	No NRG Entity shall take any action that would increase, or fail to take any action that would minimize, the likelihood that Xcel or any Affiliate will be required to make any payment on any Guaranty during the Chapter 11 Cases.
(e)	Except to the extent otherwise provided in the NRG Plan, NRG shall use its reasonable best efforts to cause all NRG Subsidiaries which become part of the Chapter 11 Cases or other bankruptcy cases or proceedings instituted as part of the reorganization of the NRG Entities to seek a Final Order in a form acceptable to Xcel from the Bankruptcy Court making the provisions of sections 9.2, 9.3.C., and 9.3.G. of the NRG Plan applicable to such NRG Subsidiaries.

8.          Condition to Xcel’s Obligations Hereunder. All obligations of Xcel under this Agreement, including the obligation of Xcel to make all or any part of the Xcel

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Contribution, are expressly subject to the satisfaction or waiver by Xcel of each of the following conditions as of the Effective Date:

(a)	NRG shall have received the requisite votes in favor of confirmation of the NRG Plan under section 1129(a) of the Bankruptcy Code from the Unsecured Creditor Class by the Voting Deadline for the NRG Plan.
(b)	NRG shall have received votes in favor of confirmation of the NRG Plan from each of the Supporting Creditors by the Voting Deadline for the NRG Plan, and no such vote shall have been revoked or withdrawn.
(c)	Unless the third party releases and injunctions for the benefit of the Released Parties set forth in sections 9.2 and 9.3 of the NRG Plan are approved in their entirety pursuant to a Final Order of the Bankruptcy Court in form acceptable to Xcel, the following persons shall have released the Released Parties from all NRG Released Causes of Action by “checking the box” (as described in Section 3(c) hereof) on their Ballots and causing the relevant balloting agent to receive such Ballots no later than the Voting Deadline for the NRG Plan and such releases shall be in full force and effect and shall not be stayed or modified:

(i)	holders of a majority in number representing 85% in principal amount outstanding of the Claims in respect of the Notes, including 100% of the Supporting Noteholders;
(ii)	holders of 100% in principal amount outstanding of the Claims in respect of each of the NRG Unsecured Revolver Agreement, the NRG Letter of Credit Facility, and the NRG FinCo Secured Revolver Agreement; and
(iii)	holders of 85% in amount of all Claims in the Unsecured Creditor Class as determined by the Release-Based Amount Agreement.

  (d)          The Confirmation Order shall have been entered on the docket of the Bankruptcy Court for 11 days (except to the extent such delay shall cause the Effective Date of the NRG Plan to occur after December 15, 2003), and the Confirmation Order shall (i) fully incorporate all of the relevant provisions of this Agreement (including the releases and injunctions described herein) and any other matters agreed to in writing by Xcel, (ii) not contain any provisions inconsistent with this Agreement or such other matters (other than a provision to which Xcel has previously consented to in writing), (iii) confirm the NRG Plan under section 1129(a) of the Bankruptcy Code and approve this Agreement, and all other agreements and documents contemplated or referenced in this Agreement, or the NRG Plan, (iv) not approve any amendments or supplements to the NRG Plan (other than amendments or supplements to which Xcel has previously consented to in writing) which Xcel determines to be adverse to it in its sole reasonable discretion, and (v) be in full force and effect and not be stayed or modified.

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(e)	The filing by the relevant NRG Entities of the 9019 Motion, and the entry on the docket of the Bankruptcy Court of the Confirmation Order which shall approve the 9019 Motion.
(f)	The receipt by Xcel and any required Affiliate, and, to the extent applicable, NRG of all regulatory and other approvals (including any approvals from the Federal Energy Regulatory Commission and the Securities and Exchange Commission) necessary for Xcel or any such Affiliate and, to the extent applicable, NRG to perform such obligations set forth in this Agreement, the other agreements and documents contemplated or referenced herein, and in the NRG Plan and Confirmation Order.
(g)	Each NRG Entity shall comply in all respects with every covenant, agreement, or other obligation under this Agreement applicable to it.
(h)	All representations and warranties made by any NRG Entity under this Agreement shall be true and correct in all material respects when made and as of the Effective Date.
(i)	Each of the members of the Bank Group that has a Claim against Xcel under any Xcel credit facility (the “Cross-Over Lenders”) shall have approved, without payment of any special fee or expense, any waiver or amendment that Xcel and the administrative agent under such credit facility believe is necessary under such credit facility to implement this Agreement, the NRG Plan, and any of the transactions contemplated thereby or by agreements referenced herein (an “Xcel Credit Waiver”), except that if other lenders to Xcel under any credit facility shall receive a special fee or expense for their waiver or amendment, the Cross-Over Lenders shall be entitled to the same pro rata fee or expense, and, in any case, all Xcel Credit Waivers having been fully obtained by Xcel and being in full force and effect.
(j)	Xcel (or to the extent applicable, any Affiliate of Xcel) shall have received full payment or satisfaction of all intercompany Claims in accordance with the provisions of Section 5(b) of this Agreement.
(k)	(1) the Bank Group shall have executed and delivered to Xcel the Separate Bank Release Agreement, (2) NRG shall have executed and delivered to Xcel the Release-Based Amount Agreement, the Employee Matters Agreement, the Tax Matters Agreement, the Xcel Plan Note, and all other agreements and documents contemplated by this Agreement and the Separate Bank Release Agreement simultaneously with the execution and delivery of this Agreement, and (3) this Agreement, the Separate Bank Release Agreement, the Release-Based Amount Agreement, the Employee Matters Agreement, the Tax Matters Agreement, the Xcel Plan Note, all such other agreements and documents, the NRG Plan, the Confirmation Order, and any other orders contemplated by any of the foregoing agreements or documents shall be in full force and effect and shall not have been stayed or modified.

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(l)	Such procedures as are acceptable to Xcel shall have been approved by the Disclosure Statement Order and shall have been fully instituted and followed so as to permit Xcel to determine (i) all parties holding or who have held Notes as of the Voting Record Date and who have released Xcel from all NRG Released Causes of Action by checking the appropriate box on the relevant Ballot, and (ii) all parties holding or who have held Notes and to whom NRG should pay the requisite Released-Based Amount at any time.
(m)	The Confirmation Order shall approve the assumption by the Debtors of the Assumed Agreements, and the Debtors shall have satisfied for the benefit of Xcel (or any applicable Affiliate) all Cure Obligations with respect thereto. To the extent the Assumed Agreements are between Xcel or its Affiliates and an NRG Entity which is not a Debtor, NRG will cause such NRG Entity (i) to pay any and all amounts due to Xcel or its Affiliates under such Assumed Agreements and will ensure that such NRG Entity’s obligations under such Assumed Agreements remains current, and (ii) to seek an order in a form acceptable to Xcel from the Bankruptcy Court authorizing the assumption of such Assumed Agreements in the event that such NRG Entity subsequently commences a case under the Bankruptcy Code.
(n)	There shall have been no amendments or supplements to the Confirmation Order, the NRG Plan, the Bar Date Order, Disclosure Statement, or the Disclosure Statement Order, other than those amendments or supplements approved by Xcel in writing.
(o)	The Effective Date for the NRG Plan, and the satisfaction of all of the other conditions set forth in this Section 8, shall have occurred by no later than December 15, 2003.

Should the “Effective Date” of this Agreement not occur, all obligations of the Parties set forth in this Agreement shall be null and void ab initio and all Xcel Released Causes of Action, NRG Released Causes of Action, and any other Claims, Causes of Action, remedies, defenses, setoffs, rights or other benefits of the Parties or any of their respective Affiliates shall be fully preserved without any estoppel, evidentiary or other effect of any kind or nature whatsoever. Upon Xcel’s determination, which may not be unreasonably delayed, that each of the foregoing conditions has been satisfied in accordance with the terms of this Agreement, Xcel shall deliver a written notice to NRG stating as such and that the effective date of this Agreement has occurred. For purposes of any agreement or document contemplated by this Agreement, including the NRG Plan, the “Effective Date” of this Agreement shall be the date on which Xcel delivers to NRG such written notice. The “Effective Date” of this Agreement shall not occur unless and until such written notice has been delivered to NRG by Xcel.

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9.	Condition to NRG’s Obligations Hereunder. All obligations of NRG under this Agreement are expressly subject to the execution by Xcel of the Tax Matters Agreement in the form agreed to by the Parties.
10.	Termination. If all of the conditions set forth in section 8 of this Agreement shall not have occurred by December 15, 2003, this Agreement shall terminate on December 31, 2003 unless Xcel on or prior to such date shall have waived any such conditions or shall have extended such termination date, in each case by written notice delivered by Xcel to NRG. Upon the termination of this Agreement, all obligations of the Parties under this Agreement shall terminate and shall be of no further force and effect; provided, however, that any claim of any Party for breach of this Agreement shall survive termination and all rights and remedies with respect to such claims shall not be prejudiced in any way.
11.	Indemnification by NRG. NRG shall, for itself and on behalf of each of the NRG Subsidiaries, and as agent for each NRG Subsidiary, indemnify, defend (or, where applicable, pay the reasonable defense costs for) and hold harmless the Released Parties from and against any and all Liabilities that any entity seeks to impose upon the Released Parties, or which are imposed upon the Released Parties, if and to the extent such Liabilities relate to, arise out of or result from the failure of any NRG Subsidiary to pay its creditors in full except to the extent provided for in the NRG Plan and except with respect to (i) LSP-Pike Energy, LLC, (ii) LSP-Nelson Energy, LLC, (iii) NRG Nelson Turbines, LLC, (iv) NRG Gila Bend Holdings, and (v) NRG Audrain Generating LLC, or the failure to have the provisions of sections 9.2, 9.3.B., 9.3.C., and 9.3.G. of the NRG Plan be fully applicable pursuant to a Final Order of the Bankruptcy Court to any Non-Plan Debtor or any NRG Subsidiary which subsequently becomes part of the Chapter 11 Cases or other bankruptcy cases or proceedings.
12.	Release and Covenant Not to Sue.

(a)	Release.  As of the Effective Date, for good and valuable consideration, the adequacy of which is hereby confirmed, each of the NRG Entities, in their individual capacities and, to the extent applicable, as debtors in possession for and on behalf of their estates and any entity that may assert a Claim or Cause of Action derivatively or otherwise, hereby release and discharge, absolutely, unconditionally, irrevocably and forever, the Released Parties from any and all NRG Released Causes of Action.
(b)	Applicability of Release to Transferees. The releases set forth in Section 12(a) above shall be binding upon all Transferees of the releasing party.
(c)	Binding Effect of Releases. Each party to which the releases set forth in Section 12(a) above applies shall be deemed to have granted such release notwithstanding that it may hereafter discover facts in addition to, or different from, those which it now knows or believes to be true, and without regard to the subsequent discovery or existence of such different or additional facts, and such party expressly waives any and all rights that it may have under any statute or

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	common law principle, including section 1542 of the California Civil Code, which would limit the effect of such releases to those Claims or Causes of Action actually known or suspected to exist at the time of execution of the release. Section 1542 of the California Civil Code generally provides as follows: “a general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him may have materially affected his settlement with the debtor.”
(d)	NRG Entity Covenant Not to Sue. As of the Effective Date, for good and valuable consideration, the adequacy of which is hereby confirmed, each of the NRG Entities, in their individual capacities and, to the extent applicable, as debtors in possession for and on behalf of their estates and any entity that may assert a claim or cause of action derivatively or otherwise, hereby covenant and agree not to commence or prosecute any lawsuit or other legal action, proceeding, or arbitration against any of the Released Parties in respect of any and all NRG Released Causes of Action.
(e)	Xcel Covenant Not to Sue. As of the Effective Date, for good and valuable consideration, the adequacy of which is hereby confirmed, Xcel and, to the extent applicable, any entity that may assert a claim or cause of action derivatively or otherwise, hereby covenants and agrees not to commence or prosecute any lawsuit or other legal action, proceeding, or arbitration against any of the NRG Entities in respect of any and all Xcel Released Causes of Action.

13. Miscellaneous Provisions.

(a)	Specific Performance. It is understood and agreed that money damages would not be a sufficient remedy for any breach of this Agreement, and each non-breaching Party shall be entitled to specific performance and injunctive or other equitable relief as a remedy for such breach.
(b)	Successors and Assigns. This Agreement is intended to bind and inure to the benefit of each of the Parties and each of their respective successors, assigns, heirs, executors, administrators, and representatives.
(c)	Governing Law; Jurisdiction. This Agreement will be governed by the laws of the State of New York, without regard to its conflicts of laws principles that would require the law of another jurisdiction to be applied. Through the first anniversary of the Effective Date, each of the Parties irrevocably (a) submits and consents in advance to the exclusive jurisdiction of the Bankruptcy Court for the purpose of any action or proceeding in which any NRG Entity is a party arising out of or relating to this Agreement; (b) agrees that all claims in respect to such action or proceeding may be heard and determined exclusively in such court; and (c) waives any objection that such Party may have based upon lack of personal jurisdiction, improper venue, or forum non conveniens.

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(d)	Entire Agreement. This Agreement, the exhibits and schedules hereto, and the applicable provisions in the NRG Plan constitute the complete and entire agreement between the Parties with respect to the matters contained in this Agreement, and supersede all prior agreements, negotiations, and discussions between the Parties with respect thereto.
(e)	Non-Reliance. Each of the Parties acknowledges that, in entering into this Agreement, it is not relying upon any representations or warranties made by anyone other than those representations, warranties, terms and provisions expressly set forth in this Agreement, the exhibits and schedules hereto, and the applicable provisions in the NRG Plan.
(f)	Notices. Any notice required or desired to be served, given or delivered under this Agreement shall be in writing, and shall be deemed to have been validly served, given or delivered if provided by personal delivery, or upon receipt of fax delivery, as follows:

(i)	if to any of the NRG Entities, to Matthew A. Cantor, Kirkland & Ellis, Citigroup Center, 153 East 53rd Street, New York, New York 10022-4611, fax: 212-446-4900;
(ii)	if to Xcel, to Brad B. Erens, Jones Day, 77 West Wacker, Chicago, Illinois, 60601-1692, fax: 312-782-8585, with a copy to Scott J. Friedman and Brian E. Greer, Jones Day, 222 East 41st Street, New York, New York 10017, fax: 212-755-7306; and
(iii)	if to the Creditors’ Committee (through its dissolution), to Evan D. Flaschen, Bingham McCutchen LLP, One State Street, Hartford, Connecticut 06103-3178.

(g)

Amendment; Waiver. It is expressly understood and agreed that this Agreement may not be altered, amended, modified or otherwise changed in any respect whatsoever except by a writing duly executed by authorized representatives of each of the Parties, and the Parties further acknowledge and agree that they will make no claim at any time or place that this Agreement has been orally supplemented, modified, or altered in any respect whatsoever. In addition, no failure on the part of any party to this Agreement to exercise, and no delay on its part in exercising, any right or remedy under this Agreement will operate as a waiver thereof, nor will any single or partial exercise of any right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy.

(h)

No Admissions. This Agreement shall in no event be construed as or be deemed to be evidence of an admission or concession on the part of the Parties of any Claim or any fault or liability or damages whatsoever. Each of them denies any and all wrongdoing or liability of any kind, and does not concede any infirmity in the Claims or defenses which it has asserted or would assert.

24

(i)	Headings. The headings of this Agreement are for reference only and shall not limit or otherwise affect the meaning hereof.
(j)	Representation by Counsel. Each Party acknowledges that it has been represented by counsel with this Agreement and the transactions contemplated herein. Accordingly, any rule of law or any legal decision that would provide any Party with a defense to the enforcement of the terms of this Agreement against such Party based upon lack of legal counsel shall have no application and is expressly waived.
(k)	Interpretation. This Agreement is the product of negotiations of the Parties, and in the enforcement or interpretation hereof, is to be interpreted in a neutral manner, and any presumption with regard to interpretation for or against any Party by reason of that Party having drafted or caused to be drafted this Agreement, or any portion hereof, shall not be effective in regard to the interpretation hereof.
(l)	Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall constitute one and the same Agreement. Delivery of an executed signature page of this Agreement by facsimile shall be as effective as delivery of a manually executed signature page of this Agreement.

NRG ENERGY INC. on its behalf and on behalf of the NRG Subsidiaries	XCEL ENERGY, INC.
/s/	/s/
By:	By:
Its:	Its:
ARTHUR KILL POWER LLC	ASTORIA GAS TURBINE POWER LLC
/s/	/s/
By:	By:
Its:	Its:
BAYOU COVE PEAKING POWER, LLC	BERRIANS I GAS TURBINE POWER LLC
/s/	/s/
By:	By:
Its:	Its:

25

BIG CAJUN I PEAKING POWER LLC	BIG CAJUN II UNIT 4 LLC
/s/	/s/
By:	By:
Its:	Its:
BRAZOS VALLEY ENERGY LP	BRAZOS VALLEY TECHNOLOGY LP
/s/	/s/
By:	By:
Its:	Its:
CABRILLO POWER II LLC	CABRILLO POWER LLC
/s/	/s/
By:	By:
Its:	Its:
CADILLAC RENEWABLE ENERGY LLC	CAMAS POWER BOILER INC.
/s/	/s/
By:	By:
Its:	Its:
CAMAS POWER BOILER LP	CAPISTRANO COGENERATION
	COMPANY
/s/	/s/
By:	By:
Its:	Its:
CHICKAHOMINY RIVER ENERGY CORP.	CLARK POWER LLC
/s/	/s/
By:	By:
Its:	Its:

26

COBEE ENERGY DEVELOPMENT LLC	COBEE HOLDINGS INC.
/s/	/s/
By:	By:
Its:	Its:
COBEE HOLDINGS INC.	COMMONWEALTH ATLANTIC LIMITED PARTNERSHIP
/s/	/s/
By:	By:
Its:	Its:
COMMONWEALTH ATLANTIC POWER LLC	CONEMAUGH POWER LLC
/s/	/s/
By:	By:
Its:	Its:
CONNECTICUT JET POWER LLC	DENVER CITY ENERGY ASSOCIATES L.P.
/s/	/s/
By:	By:
Its:	Its:
DEVON POWER LLC	DUNKIRK POWER LLC
/s/	/s/
By:	By:
Its:	Its:
EASTERN SIERRA ENERGY COMPANY	EL SEGUNDO POWER II LLC

27

/s/	/s/
By:	By:
Its:	Its:
EL SEGUNDO POWER II LLC	EL SEGUNDO POWER LLC
/s/	/s/
By:	By:
Its:	Its:
ELK RIVER RESOURCE RECOVERY, INC.	ENFIELD OPERATIONS, LLC
/s/	/s/
By:	By:
Its:	Its:
ENI CROCKETT LIMITED PARTNERSHIP	ENIFUND, INC.
/s/	/s/
By:	By:
Its:	Its:
ENIGEN INC.	ESOCO MOLOKAI, INC.
/s/	/s/
By:	By:
Its:	Its:
ESOCO ORRINGTON, INC.	ESOCO SOLEDAD, INC.
/s/	/s/
By:	By:
Its:	Its:

28

ESOCO, INC.	GPP INVESTORS I, LLC
/s/	/s/
By:	By:
Its:	Its:
GRANITE II HOLDING, LLC	GRANITE POWER PARTNERS II, L.P.
/s/	/s/
By:	By:
Its:	Its:
HANOVER ENERGY COMPANY	HUNTLEY POWER LLC
/s/	/s/
By:	By:
Its:	Its:
INDIAN RIVER OPERATIONS INC.	INDIAN RIVER POWER LLC
/s/	/s/
By:	By:
Its:	Its:
JACKSON VALLEY ENERGY PARTNERS, L.P.	JAMES RIVER COGENERATION COMPANY
/s/	/s/
By:	By:
Its:	Its:
JAMES RIVER POWER LLC	KAUFMAN COGEN LP
/s/	/s/
By:	By:
Its:	Its:

29

KEYSTONE POWER LLC	KISSIMMEE POWER PARTNERS,
	LIMITED PARTNERSHIP
/s/	/s/
By:	By:
Its:	Its:
LAKEFIELD JUNCTION LLC	LONG BEACH GENERATION LLC
/s/	/s/
By:	By:
Its:	Its:
LOUISIANA GENERATING LLC	LS POWER MANAGEMENT, LLC
/s/	/s/
By:	By:
Its:	Its:
LSP BATESVILLE FUNDING CORPORATION	LSP BATESVILLE HOLDING LLC
/s/	/s/
By:	By:
Its:	Its:
LSP ENERGY INC.	LSP ENERGY LP
/s/	/s/
By:	By:
Its:	Its:
LSP EQUIPMENT, LLC	LSP-DENVER CITY, INC.
/s/	/s/
By:	By:
Its:	Its:

30

LSP-HARDEE ENERGY, LLC	LSP-KENDALL ENERGY, LLC
/s/	/s/
By:	By:
Its:	Its:
LSP-NELSON ENERGY, LLC	LSP-PIKE ENERGY, LLC
/s/	/s/
By:	By:
Its:	Its:
MERIDEN GAS TURBINES LLC	MIDATLANTIC GENERATION HOLDING LLC
/s/	/s/
By:	By:
Its:	Its:
MID-CONTINENT POWER COMPANY, LLC	MIDDLETOWN POWER LLC
/s/	/s/
By:	By:
Its:	Its:
MINNESOTA WASTE PROCESSING COMPANY, LLC	MM FT. SMITH ENERGY, LLC
/s/	/s/
By:	By:
Its:	Its:

31

MONTVILLE POWER LLC	NEO CALIFORNIA POWER LLC
/s/	/s/
By:	By:
Its:	Its:
NEO BURNSVILLE, LLC	NEO CORONA LLC
/s/	/s/
By:	By:
Its:	Its:
NEO CHESTER-GEN LLC	NEO ERIE LLC
/s/	/s/
By:	By:
Its:	Its:
NEO CORPORATION	NEO FREEHOLD-GEN LLC
/s/	/s/
By:	By:
Its:	Its:
NEO FT. SMITH LLC	NEO HACKENSACK, LLC
/s/	/s/
By:	By:
Its:	Its:
NEO LANDFILL GAS INC.	NEO LANDFILL GAS HOLDINGS INC.
/s/	/s/
By:	By:
Its:	Its:

32

NEO PHOENIX LLC	NEO NASHVILLE LLC
/s/	/s/
By:	By:
Its:	Its:
NEO PRIMA DESHECHA LLC	NEO POWER SERVICES INC.
/s/	/s/
By:	By:
Its:	Its:
NEO RIVERSIDE LLC	NEO SKB LLC
/s/	/s/
By:	By:
Its:	Its:
NEO TAJIGUAS LLC	NEO TOLEDO-GEN LLC
/s/	/s/
By:	By:
Its:	Its:
NEO WOODVILLE LLC	NEO-MONTAUK GENCO MANAGEMENT LLC
/s/	/s/
By:	By:
Its:	Its:
NORTHEAST GENERATION HOLDING LLC	NORWALK POWER LLC
/s/	/s/
By:	By:
Its:	Its:

33

NRG AFFILIATE SERVICES INC.	NRG ARTHUR KILL OPERATIONS INC.
/s/	/s/
By:	By:
Its:	Its:
NRG ASHTABULA GENERATING LLC	NRG ASHTABULA OPERATIONS INC.
/s/	/s/
By:	By:
Its:	Its:
NRG ASIA-PACIFIC LTD.	NRG ASTORIA GAS TURBINE OPERATIONS INC.
/s/	/s/
By:	By:
Its:	Its:
NRG AUDRAIN GENERATING LLC	NRG AUDRAIN HOLDING LLC
/s/	/s/
By:	By:
Its:	Its:
NRG BATESVILLE LLC	NRG BAY SHORE OPERATIONS INC.
/s/	/s/
By:	By:
Its:	Its:
NRG BAYOU COVE LLC	NRG BOURBONNAIS EQUIPMENT LLC
/s/	/s/
By:	By:
Its:	Its:

34

NRG BOURBONNAIS LLC	NRG BRAZOS VALLEY GP LLC
/s/	/s/
By:	By:
Its:	Its:
NRG BRAZOS VALLEY LP LLC	NRG BRAZOS VALLEY TECHNOLOGY LP LLC
/s/	/s/
By:	By:
Its:	Its:
NRG CADILLAC INC.	NRG CAPITAL II LLC
/s/	/s/
By:	By:
Its:	Its:
NRG CAPITAL LLC	NRG CENTRAL U.S. LLC
/s/	/s/
By:	By:
Its:	Its:
NRG COMLEASE LLC	NRG CONNECTICUT AFFILIATE SERVICES INC.
/s/	/s/
By:	By:
Its:	Its:
NRG CONNECTICUT EQUIPMENT LLC	NRG CONNECTICUT EQUIPMENT LLC
/s/	/s/
By:	By:
Its:	Its:

35

NRG CONNECTICUT GENERATING LLC	NRG DEVELOPMENT COMPANY INC.
/s/	/s/
By:	By:
Its:	Its:
NRG DEVON OPERATIONS INC.	NRG DUNKIRK OPERATIONS INC.
/s/	/s/
By:	By:
Its:	Its:
NRG EASTERN LLC	NRG EASTLAKE OPERATIONS INC.
/s/	/s/
By:	By:
Its:	Its:
NRG ENERGY CENTER HARRISBURG, INC.	NRG ENERGY CENTER DOVER LLC
/s/	/s/
By:	By:
Its:	Its:
NRG ENERGY CENTER MINNEAPOLIS LLC	NRG ENERGY CENTER PAXTON, INC.
/s/	/s/
By:	By:
Its:	Its:

36

NRG ENERGY CENTER PITTSBURGH LLC	NRG ENERGY CENTER ROCK TENN LLC
/s/	/s/
By:	By:
Its:	Its:
NRG ENERGY CENTER SAN DIEGO LLC	NRG ENERGY CENTER SAN FRANCISCO LLC
/s/	/s/
By:	By:
Its:	Its:
NRG ENERGY CENTER SMYRNA LLC	NRG ENERGY CENTER WASHCO LLC
/s/	/s/
By:	By:
Its:	Its:
NRG ENERGY JACKSON VALLEY I, INC.	NRG ENERGY JACKSON VALLEY II, INC.
/s/	/s/
By:	By:
Its:	Its:
NRG ENERGY JACKSON VALLEY II, INC.	NRG ENERGY JACKSON VALLEY, INC.
/s/	/s/
By:	By:
Its:	Its:

37

NRG EQUIPMENT COMPANY LLC	NRG FINANCE COMPANY I LLC
/s/	/s/
By:	By:
Its:	Its:
NRG GILA BEND HOLDINGS INC.	NRG GILA BEND HOLDINGS, INC.
/s/	/s/
By:	By:
Its:	Its:
NRG GRANITE ACQUISITION LLC	NRG HUNTLEY OPERATIONS INC.
/s/	/s/
By:	By:
Its:	Its:
NRG ILION LIMITED PARTNERSHIP	NRG ILION LP LLC
/s/	/s/
By:	By:
Its:	Its:
NRG INTERNATIONAL DEVELOPMENT INC.	NRG INTERNATIONAL II INC.
/s/	/s/
By:	By:
Its:	Its:
NRG INTERNATIONAL III INC.	NRG INTERNATIONAL INC.
/s/	/s/
By:	By:
Its:	Its:

38

NRG INTERNATIONAL SERVICES COMPANY	NRG INTERNATIONAL SERVICES COMPANY.
/s/	/s/
By:	By:
Its:	Its:
NRG KAUFMAN LLC	NRG LAKEFIELD INC.
/s/	/s/
By:	By:
Its:	Its:
NRG LAKEFIELD JUNCTION LLC	NRG LAKESHORE GENERATING LLC
/s/	/s/
By:	By:
Its:	Its:
NRG LAKESHORE OPERATIONS INC.	NRG LATIN AMERICA INC.
/s/	/s/
By:	By:
Its:	Its:
NRG LATIN AMERICA, INC.	NRG LOUISIANA LLC
/s/	/s/
By:	By:
Its:	Its:
NRG MCCLAIN LLC	NRG MESQUITE LLC
/s/	/s/
By:	By:
Its:	Its:

39

NRG MEXTRANS INC.	NRG MIDATLANTIC AFFILIATE SERVICES INC.
/s/	/s/
By:	By:
Its:	Its:
NRG MIDATLANTIC GENERATING LLC	NRG MIDATLANTIC LLC
/s/	/s/
By:	By:
Its:	Its:
NRG MIDDLETOWN OPERATIONS INC.	NRG MONTVILLE OPERATIONS INC.
/s/	/s/
By:	By:
Its:	Its:
NRG NELSON TURBINES LLC	NRG NEW JERSEY ENERGY SALES LLC
/s/	/s/
By:	By:
Its:	Its:
NRG NEW ROADS GENERATING LLC	NRG NEW ROADS HOLDINGS LLC
/s/	/s/
By:	By:
Its:	Its:
NRG NEWBERRY GENERATION LLC	NRG NORTH CENTRAL OPERATIONS INC.
/s/	/s/
By:	By:
Its:	Its:

40

NRG NORTHEAST AFFILIATE SERVICES INC.	NRG NORTHEAST GENERATING LLC
/s/	/s/
By:	By:
Its:	Its:
NRG NORTHERN OHIO GENERATING LLC	NRG NORWALK HARBOR OPERATIONS INC.
/s/	/s/
By:	By:
Its:	Its:
NRG OHIO ASH DISPOSAL LLC	NRG OPERATING SERVICES, INC.
/s/	/s/
By:	By:
Its:	Its:
NRG OSWEGO HARBOR POWER OPERATIONS INC.	NRG PACGEN INC.
/s/	/s/
By:	By:
Its:	Its:
NRG PEAKER FINANCE COMPANY LLC	NRG POWER MARKETING INC.
/s/	/s/
By:	By:
Its:	Its:

41

NRG POWER OPTIONS INC.	NRG PROCESSING SOLUTIONS LLC
/s/	/s/
By:	By:
Its:	Its:
NRG ROCKFORD ACQUISITION LLC	NRG ROCKFORD EQUIPMENT II LLC
/s/	/s/
By:	By:
Its:	Its:
NRG ROCKFORD EQUIPMENT LLC	NRG ROCKFORD II LLC
/s/	/s/
By:	By:
Its:	Its:
NRG ROCKFORD LLC	NRG ROCKY ROAD LLC
/s/	/s/
By:	By:
Its:	Its:
NRG SABINE RIVER WORKS GP LLC	NRG SABINE RIVER WORKS LP LLC
/s/	/s/
By:	By:
Its:	Its:
NRG SERVICES CORPORATION	NRG SOUTH CENTRAL AFFILIATE SERVICES INC.
/s/	/s/
By:	By:
Its:	Its:

42

NRG SOUTH CENTRAL GENERATING LLC	NRG SOUTH CENTRAL OPERATIONS INC.
/s/	/s/
By:	By:
Its:	Its:
NRG STERLINGTON POWER LLC	NRG SUNNYSIDE OPERATIONS GP INC.
/s/	/s/
By:	By:
Its:	Its:
NRG SUNNYSIDE OPERATIONS LP INC.	NRG TELOGIA POWER LLC
/s/	/s/
By:	By:
Its:	Its:
NRG TELOGIA POWER LLC	NRG THERMAL CORPORATION
/s/	/s/
By:	By:
Its:	Its:
NRG THERMAL OPERATING SERVICES LLC	NRG THERMAL SERVICES, INC.
/s/	/s/
By:	By:
Its:	Its:
NRG TURBINES LLC	NRG VALMY POWER HOLDINGS LLC
/s/	/s/
By:	By:
Its:	Its:

43

NRG VALMY POWER LLC	NRG WEST COAST INC.
/s/	/s/
By:	By:
Its:	Its:
NRG WESTERN AFFILIATE SERVICES INC.	NRG WOODLAND OPERATIONS LLC
/s/	/s/
By:	By:
Its:	Its:
O BRIEN COGENERATION, INC. II	OKEECHOBEE POWER I, INC.
/s/	/s/
By:	By:
Its:	Its:
OKEECHOBEE POWER II, INC.	OKEECHOBEE POWER III, INC.
/s/	/s/
By:	By:
Its:	Its:
ONSITE ENERGY, INC.	ONSITE MARIANAS CORPORATION
/s/	/s/
By:	By:
Its:	Its:
ORRINGTON WASTE, LTD. LIMITED PARTNERSHIP	OSWEGO HARBOR POWER LLC
/s/	/s/
By:	By:
Its:	Its:

44

PACIFIC CROCKETT ENERGY INC.	PACIFIC CROCKETT HOLDINGS, INC.
/s/	/s/
By:	By:
Its:	Its:
PACIFIC GENERATION COMPANY	PACIFIC GENERATION DEVELOPMENT COMPANY
/s/	/s/
By:	By:
Its:	Its:
PACIFIC GENERATION HOLDINGS COMPANY	PACIFIC GENERATION RESOURCES COMPANY
/s/	/s/
By:	By:
Its:	Its:
PACIFIC KINGSTON ENERGY, INC.	PACIFIC ORRINGTON ENERGY, INC.
/s/	/s/
By:	By:
Its:	Its:
PACIFIC-MT. POSO CORPORATION	PACIFIC-MT. POSO CORPORATION
/s/	/s/
By:	By:
Its:	Its:

45

PENOBSCOT ENERGY RECOVERY COMPANY LIMITED PARTNERSHIP	REID GARDNER POWER LLC
/s/	/s/
By:	By:
Its:	Its:
ROCKY ROAD POWER, LLC	SAGUARO POWER COMPANY, L.P.
/s/	/s/
By:	By:
Its:	Its:
SAGUARO POWER LLC	SAN BERNARDINO LANDFILL GAS LIMITED PARTNERSHIP
/s/	/s/
By:	By:
Its:	Its:
SAN JOAQUIN VALLEY ENERGY I, INC.	SAN JOAQUIN VALLEY ENERGY I, INC.
/s/	/s/
By:	By:
Its:	Its:
SAN JOAQUIN VALLEY ENERGY IV, INC.	SOMERSET OPERATIONS INC.
/s/	/s/
By:	By:
Its:	Its:

46

SOMERSET POWER LLC	SOUTH CENTRAL GENERATION HOLDING LLC
/s/	/s/
By:	By:
Its:	Its:
SOUTHWEST GENERATION LLC	SOUTHWEST POWER HOLDINGS LLC
/s/	/s/
By:	By:
Its:	Its:
STATOIL ENERGY POWER/PENNSYLVANIA, INC.	TACOMA ENERGY RECOVERY COMPANY
/s/	/s/
By:	By:
Its:	Its:
TELOGIA POWER INC.	TERMO SANTANDER HOLDING (ALPHA) LLC
/s/	/s/
By:	By:
Its:	Its:
TIMBER ENERGY RESOURCES, INC.	VALMY POWER LLC
/s/	/s/
By:	By:
Its:	Its:

47

VIENNA OPERATIONS INC.	VIENNA POWER LLC
/s/	/s/
By:	By:
Its:	Its:
WCP (GENERATION) HOLDINGS LLC	WEST COAST POWER LLC
/s/	/s/
By:	By:
Its:	Its:

48

Schedule A

(Global Steering Committee)

Credit Suisse First Boston
ABN AMRO Bank N.V.
Abbey National Treasury Services plc
Australia & New Zealand Banking Group Limited
Bank of America N.A.
Barclays Bank plc
Citibank
Crédit Lyonnais
Deutsche Bank AG
Bayerische Hypo-Und Vereinsbank AG
ING Capital LLC
JP Morgan Chase
The Royal Bank of Scotland plc
Société Générale
TD Securities
Westdeutsche Landesbank Girozentrale, New York Branch

Schedule B

(Notes)

Issuance	Issue Amount	Indenture Date	Maturity
6.750% Senior Notes	$340 million	March 13, 2001; July 16, 2001	July 15, 2006
7.500% Senior Notes	$250 million	June 1, 1997	June 15, 2007
7.500% Senior Notes	$300 million	May 25, 1999	June 1, 2009
7.625% Senior Notes	$125 million	January 21, 1996	February 1, 2006
7.750% Senior Notes	$350 million	March 13, 2001; April 5, 2001	April 1, 2011
7.970% Senior Notes (ROARS)	$233 million	March 20, 2000	March 15, 2020
8.000% Senior Notes (ROARS)	$240 million	November 8, 1999	November 1, 2013
8.250% Senior Notes	$350 million	September 11, 2000.	September 15, 2010
8.625% Senior Notes	$500 million	March 13, 2001; April 5, 2001; July 16, 2001	April 1, 2031
6.500% Equity Unit Bond	$287.5 million	March 13, 2001	May 16, 2006
8.700% Senior Notes (issued in connection with a certain debt and derivative transaction to synthetically issue £160 million debt )	$250 million	March 20, 2000	March 15, 2005

Schedule 5(a)(i)

(Certain Obligations and Arrangements Between Xcel and NRG)

Guarantees

	Physical/				Date Guaranty Expires or
Counterparty	Financial	Commodity	Amount of Guaranty		Expired (NOTE “A”)
AEP Energy Services, Inc.	FINANCIAL	ALL
American Electric Power Service Corp	FINANCIAL	ALL	$	7,000,000		12/31/2002
American Electric Power Service Corp	PHYSICAL	ELECTRIC
Aquila Merchant Services, Inc.	FINANCIAL	ALL
Aquila Merchant Services, Inc.	PHYSICAL	ELECTRIC	$	10,000,000		10/12/2002
Aquila Merchant Services, Inc.	PHYSICAL	NAT GAS
Bank of America, N.A	FINANCIAL	ALL	$	10,000,000		8/31/2003
Consolidated Edison Energy, Inc.	PHYSICAL	ELECTRIC	$	10,000,000		12/31/2003
Constellation Power Source, Inc.	FINANCIAL	ALL
Constellation Power Source, Inc.	PHYSICAL	ELECTRIC	$	15,000,000		7/31/2003
Duke Energy Trading & Marketing LLC	FINANCIAL	ALL
Duke Energy Trading & Marketing LLC	PHYSICAL	ELECTRIC	$	15,000,000		5/24/2003
Duke Energy Trading & Marketing LLC	PHYSICAL	NAT GAS
El Paso Merchant Energy, L.P.	FINANCIAL	ALL
El Paso Merchant Energy, L.P.	PHYSICAL	ELECTRIC	$	12,000,000		2/28/2002
El Paso Merchant Energy, L.P.	PHYSICAL	NAT GAS
Entergy-Koch Trading, LP	FINANCIAL	ALL
Entergy-Koch Trading, LP	PHYSICAL	ELECTRIC	$	8,500,000		3/31/2003
Entergy-Koch Trading, LP	PHYSICAL	NAT GAS
Exelon Generation Company, LLC	FINANCIAL	ALL
Exelon Generation Company, LLC	PHYSICAL	ELECTRIC	$	7,000,000		3/31/2003
HQ Energy Services (U.S.) Inc.			Terminated,
	(tolling agmt)	(tolling agmt)	Effective 11/30/02			(n/a	)
J. Aron & Company	FINANCIAL	ALL	$	10,000,000		1/31/2004
Morgan Stanley Capital Group Inc.	FINANCIAL	ALL	$	15,000,000		9/30/2003
Morgan Stanley Capital Group Inc.	PHYSICAL	ELECTRIC
PG&E Energy Trading - Gas Corporation	FINANCIAL	ALL	$	2,000,000		12/31/2002
PG&E Energy Trading - Gas Corporation	PHYSICAL	NAT GAS
PG&E Energy Trading - Power, L.P.	FINANCIAL	ALL	$	9,000,000		12/31/2002
PG&E Energy Trading - Power, L.P.	PHYSICAL	ELECTRIC
PJM Interconnection, LLC	FINANCIAL	ALL	$	17,000,000	$	12M 4/30/03,
PJM Interconnection, LLC	PHYSICAL	ELECTRIC			$	5M 7/31/03
Select Energy, Inc.	FINANCIAL	ALL
Select Energy, Inc.	PHYSICAL	ELECTRIC	$	3,000,000		8/31/2002
Sprague Energy Corp.	FINANCIAL	ALL	$	4,000,000		11/30/2003
Sprague Energy Corp.	PHYSICAL	NAT GAS
Williams Energy Marketing & Trading	FINANCIAL	ALL	Terminated,
Williams Energy Marketing & Trading	PHYSICAL	ELECTRIC	Effective 11/15/02			(n/a	)
Atlantic City Electric Company, dba Conectiv (BGS Auction)	FINANCIAL	ALL	$	11,500,000		7/31/2003
NEPOOL	PHYSICAL	ELECTRIC	$	60,000,000		12/31/2003
Obligation total, for the counterparties from above			$	226,000,000
Obligation total above covered under Xcel guaranties or assignments			$	226,000,000

NOTE “A”:

Any transactions that were entered into with a CP on or before the expiration date of the guaranty will be covered through the duration of the trade(s) on an “evergreen” basis. Thus, for Aquila, El Paso, and PGET Power, all trade obligations of NRG were entered into prior to the expiration dates of those guaranties, even though the periods ultimately covered under those trade obligations are relatively far out into the future (to 12/03 for Aquila and PGET Power, to 12/06 for El Paso). The inclusion of a guaranty or other item on this Schedule VI.D. which has expired shall not be deemed a statement that such guaranty or other item is otherwise effective or in force or effect.

Bonds
Bond
Number	Principal	Amount		Description	Obligee
INDEMNIFIED BY XCEL ENERGY:
ST. PAUL BONDS
400SD3190	NRG Processing Solutions LLC	$	20,000.00	License Bond	Hennepin County
400SF4076	NRG Energy Center Pittsburgh	$	75,000.00	Street Opening Bond	City of Pittsburgh
400SH7762	Meriden Gas Turbines, LLC	$	876,800.00	Subdivision Bond	City of Meriden
400SH7763	Meridan Gas Turbines, LLC	$	768,490.00	Subdivision Bond	City of Meriden
Sub-Total St. Paul		$	1,740,290.00
SAFECO BONDS
6161831	Xcel Energy, Inc.	$	20,000.00	Solid Waste Facility Bond	County of Hennepin
Sub-Total Safeco		$	20,000.00
CNA BONDS
929214989	NRG Energy Center	$	100,000.00	Highway Occupancy Permit Obligation Bond	PA Dept. of Trans
929215308	NRG Power Marketing, Inc.	$	250,000.00	License Bond	Pennsylvania Public Utility Commission
929215309	NRG Energy Center San Diego LLC	$	5,000.00	Franchise Bond	City of San Diego
929222788	NRG Processing Solutions LLC	$	100,000.00	Tree & Yard Waste Permit Bond	Scott County
929222789	NRG Processing Solutions LLC	$	45,000.00	Yard Waste Composting & Processing Facility Permit Bond	Dakota County
929222790	NRG Processing Solutions LLC	$	72,400.00	Solid Waste Facility Permit Bond	Dakota County
929222795	NRG Power Marketing, Inc.	$	1,000,000.00	Bond of Distributor of Automotive Fuel	State of New York
929222796	NRG Power Marketing Inc.	$	1,000,000.00	Motor Fuels Tax Bond	State of New Jersey
929224970	NRG Processing Solutions LLC	$	100,000.00	Waste Facility License & Permit Bond	County of Anoka
929224971	NRG Processing Solutions LLC	$	25,000.00	Waste Facility License/Permit Bond	County of Anoka
929224973	El Segundo Power LLC	$	10,000.00	Lease Bond	State of California
929224975	MM SKB Energy LLC	$	19,215.00	Processing Facility Bond	Commonwealth of PA
929224986	Dunkirk Power LLC	$	25,000.00	Bond of Distributor of Automotive Fuel	State of New York
929224987	Huntley Power LLC	$	35,000.00	Bond of Distributor of Automotive Fuel	Sate of New York
929225083	NRG Northeast Affiliate Services, Inc.	$	29,000.00	Workers’ Compensation Bond	State of New York
929231861	NRG Ilion LP LLC	$	52,308.00	Utility Payment Bond	Niagra Mohawk Power Corp.
929239784	NRG Energy Center Pittsburgh LLC	$	80,000.00	Highway Restoration & Maintenance Bond	Commonwealth of PA
929239794	Dunkirk Power, LLC	$	53,000.00	Mined Land Reclamation Bond	State of New York
929239797	Cabrillo Power LLC	$	100,000.00	Lease Bond	State of California
929239799	NRG Energy	$	1,500,000.00	Permit Bond	City of St. Paul, MN
929242598	Arthur Kill Power LLC	$	10,000.00	Performance Bond	Department of Energy Conservation

[Additional columns below]

[Continued from above table, first column(s) repeated]

Bonds
Bond
Number	Principal	Eff Date		Exp Date		Premium		Surety	Div.	Indemnity
INDEMNIFIED BY XCEL ENERGY:
ST. PAUL BONDS
400SD3190	NRG Processing Solutions LLC		6/30/2002		6/30/2003	$	200.00	St. Paul	NRG	Yes
400SF4076	NRG Energy Center Pittsburgh		5/15/2002		5/15/2003	$	300.00	St. Paul	NRG	Yes
400SH7762	Meriden Gas Turbines, LLC		8/24/2001		8/24/2003	$	1,754.00	St. Paul	NRG	Yes
400SH7763	Meridan Gas Turbines, LLC		8/24/2001		8/24/2003	$	1,537.00	St. Paul	NRG	Yes
Sub-Total St. Paul						$	3,791.00
SAFECO BONDS
6161831	Xcel Energy, Inc.		8/9/2002		8/9/2003	$	200.00	Safeco	NRG	Yes
Sub-Total Safeco						$	200.00
CNA BONDS
929214989	NRG Energy Center		9/21/2002		9/21/2003	$	450.00	CNA	NRG	Yes
929215308	NRG Power Marketing, Inc.		9/12/2002		9/12/2003	$	2,250.00	CNA	NRG	Yes
929215309	NRG Energy Center San Diego LLC		9/2/2002		9/2/2003	$	100.00	CNA	NRG	Yes
929222788	NRG Processing Solutions LLC		10/12/2002		10/12/2003	$	560.00	CNA	NRG	Yes
929222789	NRG Processing Solutions LLC		10/10/2002		10/10/2003	$	252.00	CNA	NRG	Yes
929222790	NRG Processing Solutions LLC		10/10/2002		10/10/2003	$	405.00	CNA	NRG	Yes
929222795	NRG Power Marketing, Inc.		10/12/2002		10/12/2003	$	2,250.00	CNA	NRG	Yes
929222796	NRG Power Marketing Inc.		10/12/2002		10/12/2003	$	2,250.00	CNA	NRG	Yes
929224970	NRG Processing Solutions LLC		11/17/2002		11/17/2003	$	560.00	CNA	NRG	Yes
929224971	NRG Processing Solutions LLC		11/17/2002		11/17/2003	$	140.00	CNA	NRG	Yes
929224973	El Segundo Power LLC		11/9/2002		11/9/2003	$	100.00	CNA	NRG	Yes
929224975	MM SKB Energy LLC		11/25/2002		11/25/2003	$	108.00	CNA	NRG	Yes
929224986	Dunkirk Power LLC		1/1/2003		1/1/2004	$	100.00	CNA	NRG	Yes
929224987	Huntley Power LLC		1/2/2003		1/3/2004	$	100.00	CNA	NRG	Yes
929225083	NRG Northeast Affiliate Services, Inc.		12/31/2002		12/31/2003	$	351.00	CNA	NRG	Yes
929231861	NRG Ilion LP LLC		12/12/2002		12/12/2003	$	471.00	CNA	NRG	Yes
929239784	NRG Energy Center Pittsburgh LLC		6/18/2002		6/18/2003	$	160.00	CNA	NRG	Yes
929239794	Dunkirk Power, LLC		5/15/2002		5/15/2003	$	106.00	CNA	NRG	Yes
929239797	Cabrillo Power LLC		5/21/2002		5/21/2003	$	175.00	CNA	NRG	Yes
929239799	NRG Energy		5/23/2002		5/23/2003	$	2,625.00	CNA	NRG	Yes
929242598	Arthur Kill Power LLC		3/18/2002		3/18/2003	$	50.00	CNA	NRG	Yes

Bonds
Bond
Number	Principal	Amount		Description	Obligee
Sub-Total CAN		$	4,610,923.00
TOTAL INDEMNIFIED BY XCEL ENERGY		$	6,371,213.00
NON-INDEMNIFIED BONDS
U668424	NRG Energy, Inc	$	30,000.00	Solid Waste Management Bond	County of Washington
Total All NRG Bonds		$	6,401,213.00

[Additional columns below]

[Continued from above table, first column(s) repeated]

Bonds
Bond
Number	Principal	Eff Date		Exp Date		Premium		Surety	Div.	Indemnity
Sub-Total CAN							13,563.00
TOTAL INDEMNIFIED BY XCEL ENERGY						$	17,554.00
NON-INDEMNIFIED BONDS
U668424	NRG Energy, Inc		1/20/1999		1/20/2004	$	400.00	Reliance	NRG	No
Total All NRG Bonds						$	17,954.00

Other Indemnification Obligations

Agreement and Consent for Transfer to NRG between Northern States Power Company, NRG Energy, Inc., Anoka County, Hennepin County, Sherburne County, and Tri-County Solid Waste Management Committee dated on or about August 20, 2001.

Affirmation Agreement between Northern States Power Company and NRG Energy, Inc. dated August 8, 1993.

Other Guaranty and Credit Support Obligations

Guarantees of employment agreements for three NRG employees.

Deposit in the amount of $5,162,790 relating to security deposit posted by an Xcel subsidiary in connection with a certain purchase agreement between such subsidiary and General Electric International, Inc., dated October 3, 2000

Schedule 5(b)(i)

(Intercompany Claims Owing to Xcel)

All amounts owed by NRG or any Affiliate to Xcel or any Affiliate in connection with various payments made by Xcel in connection with the Guarantees.

All amounts owed by NRG or any Affiliate to Xcel or any Affiliate in connection with the Services Agreement.

All amounts owed by NRG or any Affiliate to Xcel or any Affiliate in connection with various Northern States Power Company and other agreements listed on Schedule 8(m).

All amounts owed by NRG or any Affiliate to Xcel or any Affiliate in connection with various engineering services.

All amounts owed by NRG or any Affiliate to Xcel or any Affiliate in connection with e prime.

All amounts owed by NRG or any Affiliate to Xcel or any Affiliate in connection with NSP-Wisconsin.

All amounts owed by NRG or any Affiliate to Xcel or any Affiliate in connection with PSCo.

All amounts, if any, owed by NRG or any Affiliate to Xcel or any Affiliate for NRG’s own utility usage.

Schedule 8(m)

(Assumed Agreements)

Agreement for the Use and Operation of Certain Facilities Located at the High Bridge Plant between Northern States Power Company and NRG Energy Center - Rock Tenn LLC, dated Jan. 23, 2002.

Agreement for the Sale of Thermal Energy and Wood Byproduct between Northern States Power Company and NRG Thermal f/k/a Norenco Corporation, dated November 16, 1989.

Refuse Derived Fuel Supply Agreement between Northern States Power Company and NRG Resource Recovery, Inc.” (not dated) (Term: 1-1-1992 to 12-31-2001, automatically renewing for five year terms thereafter, unless terminated by six month written notice.)

Lease and Agreement between Northern States Power Company and Minnesota Waste Processing Company, L.L.C. dated September 13, 1994.

Lease and Agreement between Northern States Power Company and NRG Energy Inc. dated July 21, 1997.

Short Term Coal Agreement for the Sale of Coal from Northern States Power Company (dba Xcel Energy, Seller) to NRG Energy Center-Rock Tenn LLC (Buyer) dated January 6, 2003.

Letter Agreement between e prime and NRG Energy, Inc. dated on or about February 25, 2003.

Agreement For Consulting Services Between NRG Energy, Inc. And Utility Engineering Corporation dated May 22, 2000.

Exhibit A

(9019 Motion)

Exhibit B

(Ballots)

Exhibit C

(Bar Date Order)

Exhibit D

(Confirmation Order)

Provisions which must be contained in the Confirmation Order:

The Support Agreement Claims belong solely and exclusively to NRG and not to any creditor of NRG or of any other NRG Entity, and the Support Agreement Claims are fully released as to all entities as of the Effective Date, subject to payment in full of the Support Agreement Amount.

The Xcel Tax Benefit shall be the sole and exclusive property of Xcel, and the NRG Entities and any party claiming by or through them hereby release any right or interest that they might otherwise have in the Xcel Tax Benefit.

NRG and its direct and indirect subsidiaries shall not be (a) reconsolidated with Xcel or any of its other Affiliates for tax purposes at any time after their March, 2001 deconsolidation unless otherwise required by state or local tax law, or (b) treated as a party to or otherwise entitled to the benefits of any tax sharing agreement with Xcel, other than the Tax Matters Agreement.

A provision approving and fully incorporating all provisions set forth in Sections 9.2 and 9.3 of the NRG Plan.

A provision mandating that the NRG Released Causes of Action are released.

A provision approving this Agreement, the Employee Matters Agreement, the Release-Based Amount Agreement, the Tax Matters Agreement, the Xcel Plan Note, and all other agreements and documents contemplated by this Agreement or the Separate Bank Release Agreement.

A finding and holding that the right and obligation of any holder of a NRZ equity unit to purchase common shares of Xcel was terminated as of the Petition Date.

A provision approving the assumption by the Debtors of the Assumed Agreements and requiring the prompt payment by the Debtors in cash of the Cure Obligations upon entry of the Confirmation Order.

A provision mandating that any agreement between the Debtors and Xcel (or any Affiliate) that is not an Assumed Agreement shall be rejected by the Debtors as of the Effective Date.

A finding that this Agreement, and the payments by Xcel and releases provided by Xcel hereunder, constitute a direct benefit to NRG and an indirect benefit to each of the other NRG Entities including the Non-Plan Debtors.

A finding that this Agreement is essential and integral to the NRG Plan.

A provision approving the 9019 Motion.

A provision providing that the automatic stay in the Non-Plan Debtors’ Chapter 11 Cases, to the extent applicable, be modified to the extent necessary to permit Xcel to exercise any and all rights it has with respect to the D&O Policies.

Exhibit E

(Disclosure Statement)

Exhibit F

(Disclosure Statement Order)

Exhibit G

(Employee Matters Agreement)

Exhibit H

(NRG Plan)

Exhibit I

(Release-Based Amount Agreement)

Exhibit J

(Separate Bank Release Agreement)

Exhibit K

(Tax Matters Agreement)

Exhibit L

(Xcel Plan Note)

SEPARATE BANK SETTLEMENT GROUP RELEASE AGREEMENT

          This Separate Bank Settlement Group Release Agreement (this “Release”) is made as of the Confirmation Date (defined below) by and among (i) each of the lenders party to the NRG Unsecured Revolver Agreement, the NRG Letter of Credit Facility, and the NRG FinCo Secured Revolver Agreement, each as defined below (collectively, the “Releasors”) for themselves and their respective successors; assigns; Transferees (as defined below); and current and former officers, directors, agents, and employees, in each case in their capacity as such, and any other person or entity that could initiate or continue litigation, arbitrations or proceedings on behalf of any of the foregoing parties, and (ii) Xcel Energy Inc. (“Xcel” and together with the Releasors, the “Parties”). For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby covenant and agree as follows.

     A.     DEFINITIONS

     1.     Bankruptcy Code means title 11 of the United States Code.

     2.     Bankruptcy Court means the United States Bankruptcy Court for the Southern District of New York which has jurisdiction over the Chapter 11 Cases.

     3.     Cause of Action means all actions, causes of action, liabilities, obligations, rights, suits, damages, judgments, remedies, demands, setoffs, defenses, recoupments, crossclaims, counterclaims, third-party claims, indemnity claims, contribution claims or any other claims whatsoever, whether known or unknown, matured or unmatured, fixed or contingent, liquidated or unliquidated, disputed or undisputed, suspected or unsuspected, foreseen or unforeseen, direct or indirect, choate or inchoate, existing or hereafter arising, in law, equity or otherwise, based in whole or in part upon any act or omission or other event occurring prior to the Petition Date or during the course of the Chapter 11 Cases, including through the Plan Effective Date.

     4.     Chapter 11 Cases means the cases under chapter 11 of the Bankruptcy Code commenced by the Debtors in the United States Bankruptcy Court for the Southern District of New York on May 14, 2003 and jointly administered under Case No. 03-13024 (PCB).

     5.     Claim has the meaning set forth in section 101(5) of title 11 of the United States Code and shall be deemed to include any “Claim” arising on or after the Petition Date through and including the Plan Effective Date.

     6.     Confirmation Date means the date on which there occurs the entry of an order confirming the Plan on the docket of the Bankruptcy Court.

     7.     Debtors means NRG, NRGenerating Holdings (No. 23) B.V., NRG Power Marketing Inc., NRG Capital LLC, NRG Finance Company I LLC.

     8.     Escrow Agent means an institution acceptable to each of the administrative agents under the Lender Facilities specified to Xcel prior to the Confirmation Date.

     9.     Escrow Agreement means the agreement between each of the administrative agents under the Lender Facilities and the Escrow Agent, a copy of which will be provided to Xcel prior to the Confirmation Date.

     10.     Final Order means an order or judgment of the relevant court of competent jurisdiction as entered on the docket in the relevant cases that has not been reversed, stayed, modified or amended, and as to which the time to appeal or seek certiorari has expired and no appeal or petition for certiorari has been timely taken, or as to which any appeal that has been taken or any petition for certiorari that has been timely filed has been resolved by the highest court to which the order or judgment was appealed from or from which certiorari was sought.

     11.     Lender Facilities means the NRG Unsecured Revolver Agreement, the NRG Letter of Credit Facility, and the NRG FinCo Secured Revolver Agreement.

     12.     N-Cad Letters of Credit means that certain letter of credit bearing reference number NZS473827, in an amount of $2,850,000 collectively with the letter of credit bearing reference number 2890/8200, in the amount of $1,850,000 and the letter of credit bearing reference number US5978, in the initial amount of $3,900,000.

     13.     NRG FinCo Secured Revolver Agreement shall have the meaning ascribed in Exhibit F to the Plan.

     14.     NRG Letter of Credit Facility shall have the meaning ascribed in Exhibit F to the Plan.

     15.     NRG means NRG Energy, Inc., a Delaware corporation and a debtor in the Chapter 11 Cases.

     16.     NRG Unsecured Revolver Agreement shall have the meaning ascribed in Exhibit F to the Plan.

     17.     NRG Subsidiaries means NRG’s direct and indirect majority-owned subsidiaries.

     18.     Petition Date means May 14, 2003.

     19.     Plan means the Debtors’ Third Amended Joint Plan of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code dated          , 2003.

     20.     Plan Effective Date means the “Effective Date” of the Plan, as such term is defined in Exhibit F to the Plan.

     21.     Release shall have the meaning ascribed to it in the preamble of this Release.

     22.     Release Effective Date shall have the meaning ascribed to it in Section F of this Release.

     23.     Released Parties means: (i) Xcel and any officer, director, employee, affiliate (other than NRG and the NRG Subsidiaries), agent, or other party acting on behalf of Xcel or an

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affiliate of Xcel (other than NRG and the NRG Subsidiaries), in each case, in their capacity as such, and (ii) any other person or entity to the extent that such person or entity is entitled to a claim for indemnification, reimbursement, contribution, subrogation or otherwise against any of the persons or entities listed in clause (i).

     24.     Releasor shall have the meaning ascribed in the Preamble.

     25.     Separate Bank Settlement Group shall mean all lenders party to the Lender Facilities or their Transferees.

     26.     Separate Bank Settlement Payment means the payment by Xcel on the Xcel Payment Date of $112 million in cash, pursuant to or in connection with the Plan, to NRG on behalf of and in trust for the Separate Bank Settlement Group that will be concurrently paid by NRG to the Escrow Agent on the Xcel Payment Date.

     27.     Settlement Agreement shall mean that settlement agreement among Xcel, NRG, and each of the NRG Subsidiaries that are signatories thereto, dated as of the Confirmation Date.

     28.     Transfer shall mean (a) the sale, transfer, assignment, pledge, or other disposal, directly or indirectly, of any right, title or interest in respect of any and all claims under the Lender Facilities, in whole or in part, or any interest therein, (b) the grant of any proxies, deposit of any claims under the Lender Facilities into a voting trust, or the entry into a voting agreement with respect to any of such claims, and/or (c) the sale, transfer, assignment, pledge, or other disposal, directly or indirectly, of any right, title or interest in respect of any and all claims that are being released hereunder other than those under the Lender Facilities.

     29.     Transferee means any party who obtains, at any time, a Transfer from a Releasor.

     30.     Xcel shall have the meaning ascribed in the preamble to this Release.

     31.     Xcel Guaranties means several hundred million dollars of guaranties granted by Xcel to a number of NRG’s trading counterparties as credit support for NRG’s trading transaction.

     32.     Xcel Payment Date means the later of (i) 90 days after the Confirmation Date, and (ii) one business day after the Plan Effective Date.

     B.     RELEASE OF CLAIMS

          The Releasors, for themselves and on behalf of each of the other parties set forth in the preamble to this Release (collectively with the Releasors, the “Releasing Parties”), subject to Xcel’s payment of the Separate Bank Settlement Payment as set forth in Section D hereof, without reservation or condition, do hereby fully acquit and waive, release and forever discharge the Released Parties from all Claims or Causes of Action of any kind or nature, whether known or unknown, which any Releasor, or a Transferee thereof, directly or indirectly, has or may have against any of the Released Parties related in any manner to or arising in any manner in respect of such Releasor’s or Transferee’s loans, financings, letter of credit facilities and other financing and support facilities provided to NRG or any of the NRG Subsidiaries, such Claims to include,

3

without limitation (i) any preference, fraudulent conveyance and other actions under sections 510, 544, 545, 547, 548, 549, 550 or 553 of the Bankruptcy Code or any state law equivalents; (ii) any Claims arising out of illegal dividends or similar theories of liability; (iii) any Claims asserting veil piercing, alter ego liability or any similar theory; (iv) any Claims based upon unjust enrichment; (v) any Claims for breach of fiduciary duty; (vi) any Claims for fraud, misrepresentation or any state or federal securities law violations; (vii) any Claims for indemnification, reimbursement, contribution, subrogation; (viii) any Claims against Xcel or any of the Released Parties asserting liability of any of the Released Parties for false and misleading representations and warranties made by NRG under or in connection with any of the NRG Unsecured Revolver Agreement, the NRG FinCo Secured Revolver Agreement, or the NRG Letter of Credit Facility; and (ix) any other Claims under any theory of law or equity, obligations, suits, judgments, remedies, demands, setoffs, defenses, recoupments, crossclaims, counterclaims, third-party Claims, indemnity Claims, damages, debts, rights, liabilities, or any other Claims whatsoever against the Released Parties as of the Plan Effective Date whether known or unknown, matured or unmatured, fixed or contingent, liquidated or unliquidated, disputed or undisputed, suspected or unsuspected, foreseen or unforeseen, direct or indirect, choate or inchoate, then existing or thereafter arising, in law, equity or otherwise, based in whole or in part upon any act or omission or other event occurring prior to the Petition Date or during the course of the Chapter 11 Cases, including through the Effective Date, in each case related in any manner to NRG or any of the NRG Subsidiaries. This Release may be pled as a release of all such Claims and Causes of Action and shall constitute a bar to any such Claims or Cause of Action the Releasing Parties may have against the Released Parties.

          The Releasors knowingly grant this Release notwithstanding that they may hereafter discover facts in addition to, or different from, those which they now know or believe to be true, and without regard to the subsequent discovery or existence of such different or additional facts, and the Releasors expressly waive any and all rights that any Releasing Party may have under any statute or common law principle, including Section 1542 of the California Civil Code (set forth below), which would limit the effect of this Release to those Claims or Causes of Action actually known or suspected to exist at the time of execution of this Release.

          Section 1542 of the California Civil Code

          A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him may have materially affected his settlement with the debtor.

     C.     CLAIMS NOT RELEASED

     For the avoidance of doubt, nothing in this Release shall be construed to be a release of any Claims or Causes of Action that a Releasor may have against any Released Party and that is unrelated to and does not involve in any manner whatsoever NRG, any of the NRG Entities or any transaction or circumstance involving NRG or any of the NRG Entities. Notwithstanding anything to the contrary contained herein, this Release shall not act to release any Released Party from, or affect any obligation of any Released Party under, a written and enforceable (i) guaranty (including a guaranty of the nature of the Xcel Guaranties), (ii) contract, (iii) agreement, or (iv) separate undertaking between any Released Party and such Releasor, and any defenses the

4

Released Parties may have with respect thereto are expressly preserved. In addition, to the extent any Releasor has a subrogation claim against a Released Party with respect to the N-Cad Letters of Credit, such subrogation claims related thereto shall not be released by this Release and any all defenses the Released Parties may have with respect thereto are expressly preserved. For purposes of the definition of “Excluded Claims” in the Plan, the phrase “any claims reserved to the Banks pursuant to the Separate Bank Settlement Agreement” shall mean solely the claims reserved in this Section C.

     In the event any Releasor is required by a Final Order to return its portion of the Separate Bank Settlement Payment in connection with an avoidance action brought against such Releasor in connection with the bankruptcy or insolvency of any Released Party any release of such Released Party granted by such Releasor hereunder shall be null and void and any and all of such Claims and Causes of Action of such Releasor against such Released Party shall be reinstated.

     D.     PAYMENT OF SEPARATE BANK SETTLEMENT PAYMENT

          The Separate Bank Settlement Payment shall be paid by Xcel on the Xcel Payment Date or as soon thereafter as is practicable to NRG as disbursing agent who shall in turn concurrently make the Separate Bank Settlement Payment to the Escrow Agent which shall then be distributed by the Escrow Agent in accordance with the Escrow Agreement among the Releasors such that 52.63% shall be distributed to those Releasors party to the NRG Unsecured Revolver Agreement, 43.42% to those Releasors party to the NRG FinCo Secured Revolver Agreement, and 3.95% to those Releasors party to the NRG Letter of Credit Facility, in each case in accordance with the terms of each relevant agreement; provided, however, Xcel shall not be required to pay the Separate Bank Settlement Payment unless and until each lender party to the Lender Facilities or their Transferees has executed this Release.

     E.     REPRESENTATION OF CLAIM OWNERSHIP AND CORPORATE AUTHORITY

          Each Releasor represents and warrants that as of the Release Effective Date it is the beneficial owner of the Claims indicated below its signature in the principal amounts so indicated. In addition, each Party represents and warrants to the other Party that its execution, delivery and performance of this Agreement are within the power and authority of such Party and have been duly authorized by such Party.

     F.     RELEASE EFFECTIVE DATE

          As to any Releasor, this Release shall become effective and enforceable only upon the occurrence of each of: (i) the date that the Escrow Agent receives the Separate Bank Settlement Payment, (ii) the occurrence of the Plan Effective Date, and (iii) the occurrence of the Effective Date of the Settlement Agreement (as defined therein).

     G.     BREACH

          It is understood and agreed by each of the parties that money damages would not be a sufficient remedy for any breach of this Release and as such any non-breaching party shall

5

be entitled to specific performance and injunctive or other equitable relief as a remedy for such breach.

     H.     ACKNOWLEDGEMENT

          Each Releasor agrees that this Release has been fully read and understood by Releasor, and such Releasor received independent legal advice from its respective attorneys as to the effect and import of its provisions.

     I.     GOVERNING LAW

          This Release shall be governed by and construed and interpreted in accordance with the internal laws of the State of New York, without regard to its conflict of laws that would require the law of another jurisdiction to be applied.

     J.     SEVERABILITY AND INTERPRETATION

          Should any provision of this Release be held invalid or illegal, such invalidity or illegality shall not invalidate the whole of this Release.

     K.     ASSIGNMENT OF CLAIMS

          Releasor shall not sell, assign, dispose or otherwise Transfer its Claims or Causes of Action related in any manner to or arising in any manner in respect of such Releasor’s or Transferee’s loans, financings, letter of credit facilities and other financing and support facilities provided to NRG or any of the NRG Subsidiaries (such Claims to include, without limitation all Claims against the Released Parties set forth in Section B hereof) to any Transferee unless such Transferee agrees in writing to be bound by this Release in its entirety without revision. Any Transfer that does not comply with this paragraph shall be null and void ab initio. In the event of a Transfer, the transferor shall within three business days provide written notice of such Transfer to Xcel together with a copy of the written agreement of the Transferee to be bound by this Release in its entirety without revision.

     L.     COUNTERPARTS

          This Release may be executed by the Parties in one or more separate counterparts, all of which shall constitute a single agreement, binding upon and inuring to the benefit of the parties hereto and their respective successors and assigns.

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     M.     ENTIRE AGREEMENT

     This Agreement and the applicable provisions in the Plan constitute the complete and entire agreement between the Parties with respect to the matters contained in this Agreement, and supersede all prior agreements, negotiations, and discussions between the Parties with respect thereto.

     N.     AMENDMENT; WAIVER

     It is expressly understood and agreed that this Agreement may not be altered, amended, modified or otherwise changed in any respect whatsoever except by a writing duly executed by authorized representatives of each of the Parties, and the Parties further acknowledge and agree that they will make no claim at any time or place that this Agreement has been orally supplemented, modified, or altered in any respect whatsoever. In addition, no failure on the part of any Party to this Agreement to exercise, and no delay on its part in exercising, any right or remedy under this Agreement will operate as a waiver thereof, nor will any single or partial exercise of any right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy.

     O.     NO ADMISSIONS

     This Agreement shall in no event be construed as or be deemed to be evidence of an admission or concession on the part of the Released Parties of any Claim, Cause of Action, or any fault or liability or damages whatsoever. The Released Parties deny any and all wrongdoing or liability of any kind, and do not concede any infirmity in the Claims, Causes of Action, or defenses which they have asserted or would assert.

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     P.     INTERPRETATION

     This Agreement is the product of negotiations of the Parties, and in the enforcement or interpretation hereof, is to be interpreted in a neutral manner, and any presumption with regard to interpretation for or against any Party by reason of that Party having drafted or caused to be drafted this Agreement, or any portion hereof, shall not be effective in regard to the interpretation hereof.

XCEL ENERGY INC.

By:
Title:

8

Name of Institution:

By:
Title:

Unpaid principal amount of Claim held
under NRG Letter of Credit Facility

$

Name of Institution:

By:
Title:

Unpaid principal amount of Claim held
under NRG FinCo Secured Revolver Agreement

$

Name of Institution:

By:
Title:

Unpaid principal amount of Claim held
under NRG Unsecured Revolver Agreement

$

9

Exhibit A

The Motion of Debtors for an Order (I) Pursuant to Rule 9019 of the Federal Rules of
Bankruptcy Procedure Approving the Settlement Agreement, Dated November 4, 2003,
Among NRG Power Marketing Inc., The Connecticut Light and Power Company, The
Attorney General for the State of Connecticut, The Connecticut Office of Consumer
Counsel, The Connecticut Department of Public Utility Control, and the Official
Committee of Unsecured Creditors for NRG Energy, Inc. and Its Debtor Subsidiaries, (II)
Authorizing Debtors to Perform Any and All Obligations and to Take Any and All Actions
to Consummate the Settlement Agreement, and (III) Approving the Third-Party Release
Granted by Certain Debtors in Connection with the Settlement Agreement is
(Docket No. 877) and may be viewed online at www.nysb.uscourts.gov.
This document can also be found on the Kurtzman Carson Consultants website at
www.kccllc.net/nrg.

Exhibit B

The Ballots are attached to the Order (I) Approving the Disclosure Statement; (II)
Establishing Procedures for Solicitation and Tabulation of Votes to Accept or Reject
Proposed Joint Plan of Reorganization; (III) Approving Related Notice Procedures; (IV)
Approving Solicitation Packages; and (V) Scheduling a Hearing on Confirmation of the
Joint Plan of Reorganization is
(Docket No. 773) and may be viewed online at www.nysb.uscourts.gov.
This document can also be found on the Kurtzman Carson Consultants website at
www.kccllc.net/nrg.

Exhibit C

The Order Establishing Deadlines for Filing Proofs of Claim and Approving Form and
Manner of Notice Thereof is
(Docket No. 85) and may be viewed online at www.nysb.uscourts.gov.
This document can also be found on the Kurtzman Carson Consultants website at
www.kccllc.net/nrg.

Exhibit D

To be completed

Exhibit E

The Third Amended Disclosure Statement for Debtors’ Second Amended Joint Plan of
Reorganization Pursuant to Chapter 11 of the Bankruptcy Code is
(Docket No. 510) and may be viewed online at www.nysb.uscourts.gov.
This document can also be found on the Kurtzman Carson Consultants website at
www.kccllc.net/nrg.

Exhibit F

The Order (I) Approving the Disclosure Statement; (II) Establishing Procedures for
Solicitation and Tabulation of Votes to Accept or Reject Proposed Joint Plan of
Reorganization; (III) Approving Related Notice Procedures; (IV) Approving Solicitation
Packages; and (V) Scheduling a Hearing on Confirmation of the Joint Plan of
Reorganization and can be found on the NRG Energy, Inc. is
(Docket No. 773) and may be viewed online at www.nysb.uscourts.gov.
This document can also be found on the Kurtzman Carson Consultants website at
www.kccllc.net/nrg.

Exhibit G

The Employee Matters Agreement is part of the Plan Supplement is
(Docket No. ___) and may be viewed online at www.nysb.uscourts.gov.
This document can also be found on the Kurtzman Carson Consultants website at
www.kccllc.net/nrg.

Exhibit H

The Debtors’ Second Amended Joint Plan of Reorganization Pursuant to Chapter 11 of the
Bankruptcy Code is attached as Exhibit A to the Third Amended Disclosure Statement for
Debtors’ Second Amended Joint Plan of Reorganization Pursuant to Chapter 11 of the
Bankruptcy Code is
(Docket No. 510) and may be viewed online at www.nysb.uscourts.gov.
This document can also be found on the Kurtzman Carson Consultants website at
www.kccllc.net/nrg.

Exhibit I

The Release Based Agreement is Exhibit 3 of the Plan Supplement filed on October 15,
2003 is (Docket No. 768) and may be viewed online at www.nysb.uscourts.gov.
This document can also be found on the Kurtzman Carson Consultants website at
www.kccllc.net/nrg.

Exhibit J

The Bank Release Agreement

Exhibit K

The Tax Matters Agreement is part of the Plan Supplement filed on November 11, 2003 is
(Docket No. ___) and may be viewed online at www.nysb.uscourts.gov.
This document can also be found on the Kurtzman Carson Consultants website at
www.kccllc.net/nrg.

Exhibit L

The Xcel Plan Note is part of the Plan Supplement filed on November 11, 2003 is
(Docket No. ___) and may be viewed online at www.nysb.uscourts.gov.
This document can also be found on the Kurtzman Carson Consultants website at
www.kccllc.net/nrg.

FORM OF

TAX MATTERS AGREEMENT

BY AND AMONG

XCEL ENERGY INC.

AND ITS AFFILIATED COMPANIES

AND

NRG ENERGY, INC.

AND ITS AFFILIATED COMPANIES

TAX MATTERS AGREEMENT

          THIS TAX MATTERS AGREEMENT (this “Agreement”) is made as of December      , 2003 by and among Xcel Energy Inc., a registered public utility holding company (“Xcel”), and the Xcel subsidiaries whose names are set forth on the signature pages of this Agreement (the “Xcel Affiliated Companies” and, together with Xcel, the “Xcel Group”), and NRG Energy, Inc., a Delaware corporation and an indirect, wholly-owned subsidiary of Xcel (“NRG”), and the NRG subsidiaries whose names are set forth on the signature pages of this Agreement (the “NRG Affiliated Companies” and, together with NRG, the “NRG Group”; for the avoidance of doubt, the Xcel Group and the Xcel Affiliated Companies shall not include any member of the NRG Group).

RECITALS

          WHEREAS, the Xcel Group files a consolidated federal income tax return and certain consolidated, combined or unitary state and local income and franchise tax returns;

          WHEREAS, the members of the NRG Group ceased to be members of the Affiliated Group of which Xcel is the common parent effective as of March 13, 2001 (the “Deconsolidation Date”) as a result of a public offering of NRG common stock on March 12, 2001;

          WHEREAS, prior to the Deconsolidation Date NRG and certain NRG Affiliated Companies were party to a Tax Allocation Agreement made as of December 29, 2000 together with Xcel and certain Xcel Affiliated Companies (the “Prior Tax Allocation Agreement”);

          WHEREAS, NRG and certain related entities filed for protection under Chapter 11 of the Bankruptcy Code on May 14, 2003;

          WHEREAS, on effectiveness of an NRG plan of reorganization (the “Plan”) Xcel’s shares of NRG stock will be cancelled; and

          WHEREAS, the parties hereto have determined to enter into this Agreement to establish their respective rights and responsibilities concerning certain tax matters following effectiveness of the Plan;

          NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

SECTION 1. DEFINITIONS

          1.1 As used in this Agreement, the following capitalized terms shall have the following meanings:

          “Affiliated Group” has the meaning given to that term in Section 1504(a) of the Code.

          “Audit” means any audit, examination, proceeding or appeal relating to Taxes.

          “Code” means the Internal Revenue Code of 1986, as amended.

          “Deconsolidation Date” has the meaning given in the Recitals to this Agreement.

          “Effective Date” means the date on which NRG emerges from bankruptcy pursuant to the terms of a confirmed plan of reorganization.

          “Final Determination” means with respect to any issue (i) a decision, judgment, decree or other order by any court of competent jurisdiction that has become final and is not subject to further appeal, or (ii) a closing agreement entered into under Section 7121 of the Code or any other binding settlement agreement entered into in connection with or in contemplation of an administrative or judicial proceeding, excluding for this purpose an agreement on Form 870.

          “Form 870” means Internal Revenue Service Form 870, Waiver of Restrictions on Assessment and Collection of Deficiency in Tax and Acceptance of Overassessment, any successor thereto, and any similar form used for state or local Tax purposes.

          “Indemnification Amount” has the meaning given in Section 6.2.

          “Indemnifying Party” means the party required to indemnify another party pursuant to Section 6.1.

          “Indemnitee” means the party entitled to indemnification from another party pursuant to Section 6.1.

          “NRG Affiliated Company” has the meaning given in the initial paragraph of this Agreement.

          “NRG Group” has the meaning given in the initial paragraph of this Agreement.

          “NRG Proposed Adjustment” means (i) a deficiency, claim or adjustment relating to an Xcel Consolidated Return that, if sustained, would result in Xcel’s payment of a Tax for which NRG or an NRG Affiliated Company would be responsible under this Agreement, and (ii) an adjustment to any Tax Item of NRG or any NRG Affiliated Company that, if sustained, would cause NRG to be in breach of the representation set forth in Section 6(e) or the covenant set forth in Section 7(c) of the Settlement Agreement.

          “NRG Separate Return” means any Separate Return of NRG or an NRG Affiliated Company, and any consolidated, combined or unitary Tax Return filed by NRG or an NRG Affiliated Company as common parent or its state or local equivalent.

          “Plan” has the meaning given in the Recitals to this Agreement.

          “Post-Deconsolidation Period” means any taxable period or portion thereof beginning on or after the Deconsolidation Date.

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          “Pre-Deconsolidation Period” means any taxable period or portion thereof ending before the Deconsolidation Date.

          “Prior Tax Allocation Agreement” has the meaning given in the Recitals to this Agreement.

          “Separate Return” means any Tax Return other than a consolidated, combined or unitary Tax Return.

          “Settlement Agreement” means that certain Settlement Agreement entered into as of December      , 2003 by and among Xcel, NRG and certain NRG subsidiaries.

          “Tax” means any federal, state, local or foreign tax based upon or determined with reference to net income or profits, including capital gains and alternative or add-on minimum tax, together with interest, additions to tax or penalties related thereto.

          “Tax Authority” means any federal, state, local or foreign governmental authority or any subdivision, agency, commission or authority thereof or any quasi-governmental or private body having jurisdiction over the assessment, determination, collection or imposition of any Tax.

          “Tax Benefit” means a reduction in the Tax liability of a taxpayer (or of the Affiliated Group of which it is a member) for any taxable period, determined in accordance with the principles set forth on Schedule 1.1T to this Agreement. Except as otherwise provided in this Agreement, a Tax Benefit shall be deemed to have been realized or received from a Tax Item in a taxable period only if and to the extent that the Tax liability of the taxpayer (or of the Affiliated Group of which it is a member) for such period, after taking into account the effect of the Tax Item on the Tax liability of such taxpayer in the current period and all prior periods, is less than it would have been if such Tax liability were determined without regard to such Tax Item.

          “Tax Detriment” means an increase in the Tax liability of a taxpayer (or of the Affiliated Group of which it is a member) for any taxable period, determined in accordance with the principles set forth on Schedule 1.1T to this Agreement. Except as otherwise provided in this Agreement, a Tax Detriment shall be deemed to have been realized or incurred with respect to a Tax Item in a taxable period only if and to the extent that the Tax liability of the taxpayer (or of the Affiliated Group of which it is a member) for such period, after taking into account the effect of the Tax Item on the Tax liability of such taxpayer in the current period and all prior periods, is more than it would have been if such Tax liability were determined without regard to such Tax Item.

          “Tax Item” means any item of income, gain, loss, deduction, credit or other attribute, including net operating loss carrybacks, that may have the effect of increasing or decreasing any Tax.

          “Tax Law” means any federal, state, local or foreign law with respect to Taxes, including the Code and Treasury Regulations.

3

          “Tax Return” means any return, report, certificate, form or similar statement or document, including any schedule attached thereto and any information return, amended Tax return, claim for refund or declaration of estimated Tax, required to be filed with a Tax Authority in connection with the determination, assessment or collection of any Tax or the administration of any Tax Law.

          “Tax Structure” means the ‘tax structure,’ as that term is defined in Section 1.6011-4 of the Treasury Regulations, of the transactions referred to in the Recitals to this Agreement.

          “Tax Treatment” means the ‘tax treatment,’ as that term is defined in Section 1.6011-4 of the Treasury Regulations, of the transactions referred to in the Recitals to this Agreement.

          “Treasury Regulations” means the final, temporary and proposed income Tax regulations promulgated under the Code.

          “Worthless Stock Deduction” means the deduction that Xcel or an Xcel Affiliated Company will claim under Section 165(g)(3) of the Code and any comparable provision of state or local law with respect to the loss of its investment in NRG.

          “Xcel Affiliated Company” has the meaning given in the initial paragraph of this Agreement.

          “Xcel Consolidated Return” means a consolidated U.S. federal income Tax Return or a consolidated, combined or unitary state or local income or franchise Tax Return filed by Xcel as common parent of an Affiliated Group (or the state or local equivalent thereof), including Tax Returns filed with respect to periods before the Deconsolidation Date by Xcel or by Xcel’s predecessor, Northern States Power Co.

          “Xcel Consolidated Return Year” means any taxable year or portion thereof for which Xcel or a predecessor files or has filed an Xcel Consolidated Return.

          “Xcel Group” has the meaning given in the initial paragraph of this Agreement.

          “Xcel Separate Return” means any Separate Return of Xcel or an Xcel Affiliated Company.

          1.2 Principles of Construction.

          As used in this Agreement, the singular shall be deemed to include the plural and vice versa and “including” shall mean “including, without limitation.” The captions and section headings used in this Agreement are for convenience only and shall not affect the interpretation or construction of the Agreement’s provisions. “Section” means a section of this Agreement unless otherwise indicated.

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SECTION 2. EFFECT ON PRIOR TAX ALLOCATION AGREEMENT

          Except as expressly provided in this Agreement, the Prior Tax Allocation Agreement shall cease to have any effect as of the date hereof for any taxable period, past, present or future, but only as between Xcel or an Xcel Affiliated Company, on the one hand, and NRG or an NRG Affiliated Company, on the other hand. The Prior Tax Allocation Agreement shall continue to apply to the Xcel Group, and any tax sharing agreement to which NRG and the NRG Affiliated Companies are the only parties shall continue to apply to the NRG Group.

SECTION 3. TAX RETURNS.

          3.1 Preparation of Tax Returns; Payment of Taxes.

          (a) Xcel shall timely file or cause to be filed all Tax Returns required to be filed by Xcel, the Xcel Group or an Xcel Affiliated Company for a Post-Deconsolidation Period, including the Xcel Consolidated Returns for the 2002 tax year and the 2003 tax year. Xcel or an Xcel Affiliated Company shall pay all Taxes due with respect to such Tax Returns.

          (b) NRG shall timely file or cause to be filed all Tax Returns required to be filed by NRG, the NRG Group or an NRG Affiliated Company for a Post-Deconsolidation Period, including (i) the short federal tax year that began on the Deconsolidation Date and ended on December 31, 2001, (ii) the federal 2002 tax year, (iii) the federal 2003 tax year and (iv) the short Minnesota tax year that began on May 15, 2003 and will end on December 31, 2003. NRG or an NRG Affiliated Company shall pay all Taxes due with respect to such Tax Returns.

          (c) Each of Xcel and NRG shall prepare all Tax Returns on the basis that NRG and the NRG Affiliated Companies joined in the Xcel Consolidated Returns for all Pre-Deconsolidation Periods in which they were permitted to join under the Code or state or local Tax Law, and that NRG and the NRG Affiliated Companies did not and will not join in the Xcel Consolidated Returns for any Post-Deconsolidation Tax Period unless required by state or local Tax Law.

          (d) For purposes of Section 3.1(c), NRG and all eligible NRG Affiliated Companies shall be treated as members of the Xcel Minnesota unitary tax group through and including May 14, 2003 and not as members of the Xcel Minnesota unitary tax group on or after May 15, 2003. Income, gains, losses, deductions and credits for the unitary and post-unitary portions of 2003 shall be determined based on a closing of the books as of the end of business on May 14, 2003, which closing of the books shall utilize NRG’s month-end records for April 2003 as adjusted in good faith and on a basis consistent with past practice for the period from May 1, 2003 through May 14, 2003. The deduction arising from the Worthless Stock Deduction shall be a post-unitary item (as between Xcel and NRG).

          (e) Except as otherwise provided in this Section 3.1, the party required to file a Tax Return shall have the exclusive right to determine how each Tax Item is reported on such Tax Return, whether to request an extension of time in which to file such Tax Return, which elections shall be made on such Tax Return, which accounting methods shall be chosen for such Tax Return, and whether to retain outside professionals in connection with preparation and filing of such Tax Return.

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          3.2 Amendments to Filed Tax Returns.

          (a) Xcel, in its sole discretion, may amend any Xcel Consolidated Return, provided that if an amendment would have required NRG or an NRG Affiliated Company to make a payment to Xcel under the Prior Tax Allocation Agreement if the Prior Tax Allocation Agreement still applied or imposes a Tax Detriment on NRG or on an NRG Affiliated Company, neither NRG nor the NRG Affiliated Company shall be required to make such payment and Xcel shall reimburse and indemnify NRG for such Tax Detriment when such Tax Detriment is realized.

          (b) NRG may request that Xcel amend, and Xcel shall so amend, any Xcel Consolidated Return for a Pre-Deconsolidation Period, provided that (i) the period for filing an amended Tax Return for such period has not expired, (ii) the amendment does not involve a carryback, (iii) the amendment relates solely to a separate Tax Item of NRG or an NRG Affiliated Company, (iv) Xcel determines or NRG provides an opinion of a nationally- recognized law or accounting firm to the effect that there is at least a “reasonable basis” (as defined in Section 1.6662-3(b)(3) of the Treasury Regulations) for the amendment position and the amended return makes all necessary disclosures, and (v) NRG pays to Xcel any additional amount that NRG or the NRG Affiliated Company would be required to pay under the Prior Tax Allocation Agreement as a result of such amendment if the Prior Tax Allocation Agreement still applied and NRG reimburses and indemnifies Xcel for any Tax Detriment that Xcel incurs as a result of such amendment when such Tax Detriment is realized. If the amended return results in Xcel’s receipt of a Tax refund, Xcel shall remit the Tax refund to NRG within two business days of receipt thereof together with any interest received thereon, less any unpaid amount described in clause (v) of the immediately preceding sentence.

          (c) Each of Xcel and the Xcel Affiliated Companies, on the one hand, and NRG and the NRG Affiliated Companies on the other hand, may amend any Xcel Separate Return or NRG Separate Return, respectively, without the consent of any other party and without incurring any obligation to compensate any other party.

          (d) If a Tax Detriment for which compensation has been paid pursuant to Section 3.2(a) or 3.2(b) is decreased or eliminated as the result of an audit adjustment or otherwise, the compensated party shall pay the compensating party the amount of the decrease or the amount eliminated, without interest.

          3.3 Carrybacks.

          (a) To the extent permitted by Tax Law, Xcel shall include on an amended Xcel Consolidated Return, or file a tentative application for refund with respect to, any net operating loss incurred by NRG or an NRG Affiliated Company in its 2002 U.S. federal tax year or a state or local tax year ending in calendar year 2002, provided that (i) the period for filing an amended Tax Return for purposes of carrying back a net operating loss has not expired and (ii) no portion of the net operating loss is absorbed in an Xcel Consolidated Return Year that begins after December 31, 2000. Xcel shall remit any portion of the associated Tax refund that is not associated with displaced Tax credits to NRG within two business days of receipt thereof, together with any interest received thereon. To the extent that the displaced Tax credits produce

6

a Tax Benefit for Xcel in a Tax year or years after the year with respect to which Xcel claims the Worthless Stock Deduction, Xcel shall pay NRG an amount equal to the Tax Benefit within ten business days of realization thereof.

          (b) NRG shall waive the carryback period for any net operating loss reflected on an NRG Separate Return not described in Section 3.3(a) if such loss would, absent a waiver, be carried back to a Pre-Deconsolidation Period. To the extent that such carryback period may not be waived, and in the case of any carryback of an NRG or NRG Affiliated Company capital loss, Xcel shall not be required to pay over to NRG any Tax refund received with respect to a Pre-Deconsolidation Period.

          3.4 Other Refunds.

          Any refund of Taxes received or Tax Benefit realized with respect to a Pre-Deconsolidation Period (or a Post-Deconsolidation Period with respect to which the NRG Affiliated Companies are required to join in an Xcel Consolidated Return under state or local law) and unrelated to an amended Tax Return, a carryback or a contest described in Section 5 shall be allocated and paid in a manner consistent with the Prior Tax Allocation Agreement, subject to later adjustment as provided therein.

          3.5 Information and Cooperation; Record Retention.

          Each of Xcel and the Xcel Affiliated Companies, on the one hand, and NRG and the NRG Affiliated Companies, on the other hand, shall provide the other with all documents and information, and make available employees and officers, as reasonably requested by the other party, on a mutually convenient basis during normal business hours, to aid the other party in preparing any Tax Return described in Section 3.1 or participating in an Audit or contest described in Section 5, provided that Xcel and the Xcel Affiliated Companies shall be required to provide NRG only (i) any Tax Return or portion thereof that includes Tax Items of NRG or an NRG Affiliated Company and (ii) any other information that relates to NRG or an NRG Affiliated Company. Each of Xcel and the Xcel Affiliated Companies, on the one hand, and NRG and the NRG Affiliated Companies, on the other hand, shall retain all records relating to Taxes governed by this Agreement until expiry of the related statute of limitations. Prior to discarding or destroying such records, the party retaining them shall offer in writing to transfer them to the other party at the other party’s expense. If the other party does not accept such offer within thirty days, the party retaining such records may discard or destroy them.

          3.6 Continuing Consolidation.

          (a) Except as provided in Section 3.6(b), if NRG or any NRG Affiliated Company is required by state or local Tax Law to be included in an Xcel Consolidated Return for a Post-Deconsolidation Period, the parties shall make payments and otherwise take actions as the parties would have been required to make or take pursuant to the Prior Tax Allocation Agreement if the Prior Tax Allocation Agreement still applied.

          (b) If the Minnesota Tax Authority requires that NRG or any eligible NRG Affiliated Company be treated as a member of the Xcel Minnesota unitary tax group at the time Xcel recognizes a loss on its investment in NRG, NRG and the NRG Affiliated Companies shall

7

forgo any payment to which they would be entitled under the Prior Tax Allocation Agreement to the extent, and only to the extent, such payment results from the Worthless Stock Deduction.

SECTION 4. ADDITIONAL COVENANTS.

          4.1 Worthless Stock Deduction.

          Neither Xcel nor any Xcel Affiliated Company shall claim the Worthless Stock Deduction for any tax year prior to the tax year in which the Effective Date occurs.

          4.2 Payment of Certain Federal and Minnesota Adjustments.

          Xcel shall pay NRG the net amount shown on Schedule 4.2 to this Agreement (as adjusted by reasonable agreement of the parties hereto through the Effective Date) within two business days of the Effective Date.

          4.3 Continuing Covenants.

          Except as otherwise provided in Section 3, Xcel and each Xcel Affiliated Company, on the one hand, and NRG and each NRG Affiliated Company, on the other hand, shall take any action reasonably requested by the other party that would reasonably be expected to result in a Tax Benefit or avoid a Tax Detriment to the requesting party, provided that such action does not cause the party taking such action to bear any Tax Detriment or other additional cost not fully compensated for by the requesting party.

SECTION 5. AUDITS AND CONTEST RIGHTS; JOINT TAX LIABILITY.

          5.1 Liability for Adjustments.

          If Xcel as common parent of an Affiliated Group (or the state or local equivalent thereof) is required to pay any additional Tax with respect to a Pre-Deconsolidation Period (or a Post-Deconsolidation Period with respect to which the NRG Affiliated Companies are required to join in an Xcel Consolidated Return under state or local law), NRG shall pay Xcel the amount, if any, that NRG or an NRG Affiliated Company would have been required to pay Xcel pursuant to the Prior Tax Allocation Agreement if the Prior Tax Allocation Agreement still applied.

          5.2 Notice of Audits.

          Xcel shall provide NRG with written notice of any Audit that could give rise to a payment under Section 5.1 within ten business days of Xcel’s receipt of notice thereof, provided that this Section 5.2 shall not apply to any Audit commenced before the date of this Agreement, which Audits are described on Schedule 5.2 to this Agreement.

          5.3 Contests.

          (a) Except as provided in Section 5.3(e), if a Tax Authority assesses, asserts, proposes, recommends or attempts to collect on an NRG Proposed Adjustment, or submits a request for information that reasonably may relate to an NRG Proposed Adjustment or potential

8

NRG Proposed Adjustment, Xcel shall provide NRG with prompt notice thereof and NRG shall elect in writing, within ten business days of receipt of notice from Xcel, to contest the NRG Proposed Adjustment or potential NRG Proposed Adjustment in the manner provided in Section 5.3(b) or to agree not to contest the NRG Proposed Adjustment and pay Xcel any amount required to be paid under Section 5.1.

          (b) If NRG elects to contest the NRG Proposed Adjustment, NRG shall keep Xcel reasonably informed of the contest and NRG’s resolution of the contest shall be binding on Xcel (subject to Section 5.3(h)), the Xcel Affiliated Companies, NRG and the NRG Affiliated Companies, provided that NRG pays Xcel any amount required to be paid under Section 5.1. Without limiting the generality of the foregoing, if NRG elects to contest an NRG Proposed Adjustment,

(i)	NRG shall assume responsibility for contesting the NRG Proposed Adjustment and settling or litigating it to a Final Determination, all at NRG’s sole cost and expense;
(ii)	Xcel shall take all steps reasonably necessary to authorize NRG to contest the NRG Proposed Adjustment, including executing powers of attorney and promptly delivering to NRG any written materials received by Xcel from any source other than NRG relating to the NRG Proposed Adjustment;
(iii)	NRG shall provide Xcel with copies of all material documents received from or submitted to the Tax Authority in connection with the contest, including copies of any Final Determination, Form 870 or other documentation relating to resolution of the contest;
(iv)	if NRG decides to pay the NRG Proposed Adjustment and sue for a refund, NRG shall advance to Xcel, on an interest-free basis and without duplication, the amount of Tax required to be paid by Xcel in connection with the NRG Proposed Adjustment;
(v)	if NRG and the Tax Authority enter into an agreement that does not result in a Final Determination, including an agreement on Form 870, NRG shall advance to Xcel, on an interest-free basis and without duplication, the amount of Tax required to be paid by Xcel in connection with the NRG Proposed Adjustment; and
(vi)	if a Final Determination requires that Xcel make a payment to the Tax Authority with respect to the NRG Proposed Adjustment, NRG, without duplication, shall pay to Xcel the amount required under Section 5.1.

          (c) Payments with respect to amounts contested under Section 5.3(b) shall be made as follows: Xcel and NRG shall agree on the date on which payment will be made to the Tax Authority (the “Payment Date”), NRG shall remit the payment amount to Xcel no later than two business days before the Payment Date, and Xcel shall make payment to the Tax Authority

9

no later than the Payment Date. If the relevant Tax Law or Tax Authority establishes a date by which payment to the Tax Authority must be made, that date shall be the Payment Date. If Xcel receives a refund of an amount paid pursuant to Section 5.3(b), Xcel shall remit the refund amount to NRG, together with any interest received thereon, within two business days of receipt thereof.

          (d) Except as provided in Section 5.3(e), and without regard to whether Xcel obtains a Final Determination with respect to the NRG Proposed Adjustment in issue, if NRG (i) elects not to contest an NRG Proposed Adjustment, (ii) elects to contest an NRG Proposed Adjustment and fails to obtain a Final Determination, or (iii) fails to give Xcel the NRG election notice required under Section 5.3(a), NRG shall be deemed to have agreed to the NRG Proposed Adjustment and shall pay Xcel any amount required to be paid under Section 5.1 on or before the later to occur of (x) the date Xcel makes payment to the Tax Authority and (y) ten business days after NRG receives notice from Xcel of the amount required to be paid, along with a computation in sufficient detail to inform NRG of the basis for its payment obligation and of the manner in which its obligation was computed.

          (e) Nothing in this Section 5.3 shall prevent NRG from contending that an asserted NRG Proposed Adjustment is not a matter for which NRG is liable under Section 5.1, provided that NRG gives Xcel written notice to that effect no later than fifteen business days after receipt of the Xcel notice described in Section 5.3(a). Any dispute arising under this Section 5.3(e) shall be resolved in accordance with the procedures set forth in Section 7.10. If a dispute is resolved in Xcel’s favor, NRG shall pay Xcel any amount that NRG owes under Section 5.1 at the time of the resolution within ten business days of the date of resolution and any other amount owed under Section 5.1 in accordance with the other provisions of this Section 5. NRG may not contest an asserted NRG Proposed Adjustment and also contend that it is not a matter for which NRG is liable under Section 5.

          (f) If a contest or other resolution of a Tax Item of NRG results in Xcel’s receipt of a refund or realization of a Tax Benefit other than a refund, Xcel shall pay the refund or the amount of the other Tax Benefit to NRG within two business days of receipt or realization thereof, together with any interest allowed thereon.

          (g) Sections 5.3(b), (c), (d) and (f), but not Sections 5.3(a) or (e), shall apply to the NRG Proposed Adjustments proposed or asserted by a Tax Authority before the date of this Agreement, which adjustments are described on Schedule 5.3 to this Agreement, together with their agreed disposition.

          (h) Nothing in this Section 5.3 shall waive Xcel’s rights under the Settlement Agreement if NRG is in breach of Section 6(e) or 7(c) thereof.

          5.4 Adjustment to Amounts Paid.

          If NRG makes a payment to Xcel pursuant to Section 5.1, Xcel shall pay NRG the amount of any Tax Benefit realized by Xcel as a result of the adjustment giving rise to such payment. If Xcel makes a payment to NRG pursuant to Section 5.3(f), NRG shall pay to Xcel the amount of any Tax Detriment realized by Xcel as a result of the adjustment giving rise to

10

such payment, except as otherwise provided on Schedule 5.4 to this Agreement. Payments with respect to Tax Benefits and Tax Detriments described in this Section 5.4 shall be made in the manner set forth in Sections 6.2, 6.3 and 6.4.

          5.5 Waiver.

          (a) Xcel in its sole discretion may resolve, settle, agree to, or fail to contest any NRG Proposed Adjustment if Xcel

(i)	provides NRG with a written waiver of Xcel’s right to indemnification with respect to the NRG Proposed Adjustment under this Agreement and, in the case of an NRG Proposed Adjustment described in clause (ii) of the definition thereof, a written waiver of Xcel’s right to indemnification for any breach of Section 6(e) or Section 7(c) of the Settlement Agreement;
(ii)	promptly reimburses NRG for any amounts previously advanced by NRG to Xcel in connection with the NRG Proposed Adjustment; and
(iii)	compensates NRG for any Tax Detriment or other cost or liability that directly results from Xcel’s resolution, settlement, agreement to, or failure to contest the NRG Proposed Adjustment.

          (b) No waiver by Xcel under this Section 5.5 with respect to an NRG Proposed Adjustment shall operate as a waiver with respect to any other NRG Proposed Adjustment or any other right afforded Xcel under this Agreement or the Settlement Agreement.

          5.6 Breach and Remedy.

          Xcel’s failure to notify NRG promptly of an NRG Proposed Adjustment or to otherwise comply with the provisions of this Section 5 with respect to an NRG Proposed Adjustment shall not relieve NRG of any liability to Xcel under this Agreement with respect to the NRG Proposed Adjustment except to the extent that NRG’s rights hereunder are prejudiced by such failure, in which event NRG’s sole remedy, except as otherwise provided in Section 5.5, shall be a reduction in the amount that NRG would otherwise be obligated to pay Xcel pursuant to Section 5.1. In no event shall any such failure on Xcel’s part relieve NRG of any other liability or obligation which it may have to Xcel.

          5.7 Joint Tax Liability.

          (a) To the extent that a Tax Authority, acting pursuant to a provision of foreign Tax Law comparable to Section 1.1502-6 of the Treasury Regulations, collects any Tax from Xcel or an Xcel Affiliated Company for which NRG or an NRG Affiliated Company would be liable under the principles of the Prior Tax Allocation Agreement, NRG, within ten days of Xcel’s written demand, shall reimburse Xcel for the amount of Tax collected.

11

          (b) To the extent that a Tax Authority, acting pursuant to Section 1.1502-6 of the Treasury Regulations or any comparable provision of state, local or foreign Tax Law, collects any Tax from NRG or an NRG Affiliated Company for which Xcel or an Xcel Affiliated Company would have been responsible under the Prior Tax Allocation Agreement if the Prior Tax Allocation Agreement (or, in the case of a foreign Tax, the principles of the Prior Tax Allocation Agreement) still applied, Xcel, within ten days of NRG’s written demand, shall reimburse NRG for the amount of Tax collected.

SECTION 6. INDEMNIFICATION.

          6.1 Indemnification.

          (a) NRG and each NRG Affiliated Company shall jointly and severally indemnify Xcel, each Xcel Affiliated Company and their respective directors, officers and employees and hold them harmless from and against any and all Taxes for which NRG or any NRG Affiliated Company is liable under this Agreement and any loss, cost, damage or expense, including reasonable attorneys’ fees and costs, that is attributable to, or results from, the failure of NRG or an NRG Affiliated Company to make any payment required to be made under this Agreement; provided, however, that any indemnification required under this Section 6.1(a) shall be without duplication for payments made pursuant to Section 5.

          (b) Xcel and each Xcel Affiliated Company shall jointly and severally indemnify NRG, each NRG Affiliated Company and their respective directors, officers and employees and hold them harmless from and against any and all Taxes for which Xcel or any Xcel Affiliated Company is liable under this Agreement and any loss, cost, damage or expense, including reasonable attorneys’ fees and costs, that is attributable to, or results from the failure of Xcel or an Xcel Affiliated Company to make any payment required to be made under this Agreement.

          (c) The Indemnifying Party shall pay to the Indemnitee the sum (such sum, the “Indemnification Amount”) of (i) the amount of the indemnified liability, (ii) any penalties or interest imposed with respect to the indemnified liability, to the extent not already included therein, and (iii) an additional amount such that when the sum of the amounts set forth in clauses (i), (ii) and this clause (iii) is reduced by all Taxes imposed on the Indemnitee as a result of its receipt of such sum, the reduced amount equals the sum of the amounts set forth in clauses (i) and (ii) of this Section 6.1.

          (d) The Indemnitee shall pay the Indemnifying Party any Tax Benefit realized by the Indemnitee as a result of having incurred, and having been indemnified by the Indemnifying Party for, an indemnified liability described in this Section 6.1.

          6.2 Payment.

          (a) All indemnification payments shall be made to the Indemnitee or, at the Indemnitee’s written direction, to the appropriate Tax Authority, on the later of (i) the date ten days after delivery by the Indemnitee to the Indemnifying Party of written demand for payment and (ii) the date on which the Indemnitee is obligated to pay the associated Tax, provided such tax has, in fact, been paid.

12

          (b) The Indemnitee shall provide the Indemnifying Party with its calculation of the Indemnification Amount at the time the Indemnitee makes written demand therefor. The calculation shall provide detail that is sufficient to allow the Indemnifying Party to understand the basis for the indemnification claim and its determination.

          (c) Any indemnification payment required under this Agreement in an amount in excess of $1,000,000 shall be made by electronic funds transfer of immediately available funds

          (d) Tax Benefits described in Section 6.1(d) shall be paid within ten business days of the Indemnitee’s realization thereof. If the Indemnitee incurs an indemnified liability and realizes a Tax Benefit described in Section 6.1(d) with respect to that indemnified liability in the same Tax period, the Indemnifying Party shall pay the Indemnitee the net amount to which the Indemnitee is entitled under this Section 6.1.

          6.3 Interest.

          Any Indemnification Amount that is not paid within the period prescribed in Section 6.2(a) shall bear interest for the period from and including the date on which it was due to but excluding the date of payment at a per annum rate equal to the bank prime rate published in The Wall Street Journal on the date the payment was due. Such interest shall be payable at the same time as the indemnification payment to which it relates and shall be calculated on the basis of a year of 365 days and the actual number of days elapsed.

          6.4 Disputes.

          Any disputes with respect to indemnification shall be resolved in accordance with Section 7.10. Pending the resolution of any dispute over the existence or amount of a Tax Benefit described in Section 6.1(d), the Indemnifying Party shall pay the Indemnitee the Indemnification Amount, calculated as if the disputed portion of the Tax Benefit did not exist, and preserve all rights under Section 6.1(d). If the dispute is resolved in the Indemnifying Party’s favor, the Indemnitee shall pay the Indemnifying Party, within two business days of receipt of notice of the resolution, any additional Tax Benefit determined to have been realized, together with interest, calculated in the manner described in Section 6.3, from the date of realization to the date of payment.

SECTION 7. MISCELLANEOUS

          7.1 Effectiveness; Termination.

          This Agreement shall become effective on the Effective Date.

          7.2 Notices.

          Any notice, request, instruction or other document to be given or delivered under this Agreement by a party to another party shall be in writing and shall be deemed to have been duly given when (a) delivered in person, (b) deposited in the United States mail, postage prepaid

13

and sent certified mail, return receipt requested, or (c) delivered to Federal Express or similar service for overnight delivery, in each case to the address of the party set forth below:

          If to Xcel or an Xcel Affiliated Company:

Xcel Energy Inc.

414 Nicollet Mall

Minneapolis, Minnesota 55401

            Attn: James J. Duevel

with a copy to:

Edward Purnell

Jones Day

77 West Wacker, Suite 3500

Chicago, Illinois 60601-1692

          If to NRG or an NRG Affiliated Company:

NRG Energy, Inc.

901 Marquette Avenue, Suite 2300

Minneapolis, Minnesota 55402-3265

            Attn: JoAnn Cochran

with a copy to:

Matthew A. Cantor

Kirkland & Ellis

Citicorp Center

153 East 53^rd Street

New York, New York 10022-4675

          Any party may, by written notice to the other parties, change the address or the party to which any notice, request, instruction or other document is to be delivered.

          7.3 Change in Law.

          (a) Any reference to a provision of the Code or other Tax Law shall include a reference to any applicable successor provision or law.

          (b) If, due to any change in applicable law or regulations or their interpretation by any court or other governing body having jurisdiction subsequent to the date of this Agreement, performance of any provision of this Agreement shall become impracticable or impossible, the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such provision.

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          7.4 Confidentiality.

          (a) Except as provided in Section 7.4(b), for a period of three years commencing on the date of this Agreement, each party shall hold and cause its directors, officers, employees, advisors and consultants to hold in strict confidence all information concerning the other parties furnished to it by such other parties or their representatives pursuant to this Agreement, except to the extent that (i) such information can be shown to have been in the public domain through no fault of such party or lawfully acquired from other sources not themselves under a duty of confidentiality by the party to which it was furnished, or (ii) disclosure is compelled by judicial or administrative process. Each party shall be deemed to have satisfied its obligation to hold confidential information concerning or supplied by the other party if it exercises the same care as it takes to preserve confidentiality for its own similar information.

          (b) Notwithstanding any other express or implied agreement, arrangement or understanding to the contrary, except as reasonably necessary to comply with applicable securities laws, any party to this Agreement may (i) consult with any tax advisor regarding the Tax Treatment and Tax Structure, and (ii) disclose to any and all persons, without limitation of any kind, the Tax Treatment and Tax Structure and all other materials of any kind (including opinions or other tax analyses) required by Section 1.6011-4 of the Treasury Regulations, provided that this authorization shall not permit disclosure of (x) any information not related to the Tax Treatment or Tax Structure or (y) the identities of any party to this Agreement.

          7.5 Successors.

          This Agreement shall be binding on and inure to the benefit and detriment of the parties and any successor, by merger, acquisition of assets or otherwise, to any of the parties hereto, to the same extent as if such successor had been an original party.

          7.6 Guarantee of Affiliated Company Performance.

          Xcel shall cause to be performed, and guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any Xcel Affiliated Company, and NRG shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any NRG Affiliated Company.

          7.7 Authorization.

          Each of the parties hereto represents and warrants that it has the power and authority to execute, deliver and perform this Agreement, that this Agreement has been duly authorized by all necessary corporate action on the part of such party, that this Agreement constitutes a legal, valid and binding obligation of each such party and that the execution, delivery and performance of this Agreement by such party does not contravene or conflict with any provision of law or of its charter or bylaws or any agreement, instrument or order binding on such party.

          7.8 Entire Agreement.

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          This Agreement and the Prior Tax Allocation Agreement, solely to the extent incorporated by reference in this Agreement, contain the entire agreement among the parties hereto with respect to the subject matter hereof.

          7.9 Governing Law.

          This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware as to all matters regardless of the law that might otherwise govern under the principles of conflicts of law applicable thereto.

          7.10 Dispute Resolution.

          Any dispute between Xcel or an Xcel Affiliated Company, on the one hand, and NRG or an NRG Affiliated Company, on the other hand, with respect to the operation or interpretation of this Agreement shall be decided by three arbitrators, one appointed by Xcel, one appointed by NRG, and one appointed by the other two arbitrators. Alternatively, the dispute may be resolved by a single arbitrator agreed to by each of Xcel and NRG. The arbitrators’ decision shall be final and binding on the parties hereto. Xcel and NRG shall each pay one-half of the arbitrators’ fees and expenses.

          7.11 Counterparts.

          This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement.

          7.12 Severability.

          If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction (or an arbitrator or arbitration panel) to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect, and shall in no way be affected, impaired or invalidated. In the event that any such term, provision, covenant or restriction is held to be invalid, void or unenforceable, the parties hereto shall use their reasonable best efforts to find and employ an alternate means to achieve the same or substantially the same result as that contemplated by such terms, provisions, covenant or restriction.

          7.13 No Third Party Beneficiaries.

          This Agreement is solely for the benefit of Xcel, the Xcel Affiliated Companies, NRG and the NRG Affiliated Companies. This Agreement confers upon no third party any remedy, claim, liability, reimbursement, cause of action or other right.

          7.14 Waivers.

          No failure or delay on the part of a party in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power,

16

          preclude any other or further exercise thereof or the exercise of any other right or power. No modification or waiver of any provision of this Agreement nor consent to any departure by the parties therefrom shall in any event be effective unless the same shall be in writing.

          7.15 Setoff.

          All payments to be made by any party under this Agreement may be netted against payments due to such party under this Agreement, but otherwise shall be made without setoff, counterclaim or withholding, all of which are hereby expressly waived.

          IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed by a duly authorized officer as of the date first above written.

XCEL ENERGY INC.		XCEL AFFILIATED COMPANY
By:		By:
	Name:		Name:
	Title:		Title:
NRG ENERGY, INC.		NRG AFFILIATED COMPANY
By:		By:
	Name:		Name:
	Title:		Title:

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Schedule 1.1T

Principles for Determining Tax Benefits
and Tax Detriments

     For purposes of this Agreement:

          (a) A Tax Benefit or Tax Detriment is taken into account when realized. A Tax Benefit inuring to Xcel is realized following the utilization of the net operating loss carryforward expected to result from the Worthless Stock Deduction. A Tax Benefit inuring to NRG is realized following the utilization of any allowable net operating loss carryforward arising from a taxable period beginning before the Effective Date.

          (b) Audits of multiple issues, for multiple years, or both that are resolved at the same time and in the same procedural manner give rise to a single amount, not separate amounts for each issue or year.

          (c) Xcel and NRG shall endeavor in good faith, on a reasonable basis, to determine appropriate tax rates (federal and state) for calculating Tax Benefits and Tax Detriments for each party and to share with each other any information as may be relevant in making such determination.

          (d) Audit adjustments of $100,000 or less do not give rise to a Tax Benefit. Refunds of $100,000 or less do not give rise to a Tax Detriment.

          (e) The reduction in federal and Minnesota state taxes associated with an increase in the Worthless Stock Deduction occasioned by an NRG audit adjustment is a Tax Benefit to Xcel. The increase in federal and Minnesota state taxes associated with a decrease in the Worthless Stock Deduction occasioned by an NRG audit adjustment is a Tax Detriment to Xcel. Increases or decreases in taxes from jurisdictions other than the U.S. and Minnesota do not give rise to a Tax Benefit or a Tax Detriment.

          (f) If a Tax Benefit equals or exceeds the indemnified liability that gives rise to it, the Tax Benefit is deemed to equal the indemnified liability and no payment is due any party with respect to that indemnified liability. If a Tax Detriment equals or exceeds the refund that gives rise to it, the Tax Detriment is deemed to equal the refund and no payment is due any party with respect to that refund.

     Xcel and NRG may by written instrument modify or supplement this schedule without amending this Agreement and without notice to the other parties hereto.

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Schedule 4.2

Amounts Payable with respect to Certain Adjustments

Adjustment	Jurisdiction	Date of Adjustment	Amount
1994 Return True Up	Federal	Agreed Nov. 2003	$	(632,666	)
2001 Return True Up	Federal	December 16, 2002		3,969,095
2002 4th Quarter Estimated Payment	Minnesota	December 16, 2002		421,000
2002 Extension Payment	Minnesota	March 17, 2003		2,108,000
2002 Return True Up	Minnesota	TBD		TBD
2003 1st Quarter Estimated Payment	Minnesota	March 17, 2003		2,021,000
2003 2nd Quarter Estimated Payment	Minnesota	June 16, 2003		(807,000	)
Audit Adjustment (1995-1997)	Minnesota	June 30, 2003		(532,952	)
Other Adjustments as of Effective Date			$
Net Amount Due NRG			$

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Schedule 5.2

Audits Commenced as of Date of Agreement

		NRG Proposed
Type of Tax	Years Covered	Adjustments?
Income (U.S. Federal)	1995-1997	Yes.
Income (U.S. Federal)	1998-2000*	Yes.
Income (Minnesota)	1989-1994	Yes.
Income (Minnesota)	1995-1997	Yes.
Income (California)	1998-2001	Yes.

* IRS has issued IDR’s with respect to 2001 but audit has not formally begun.

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Schedule 5.3

NRG Proposed Adjustments
as of Date of Agreement

	Tax Authority and	Total Adjustment
Item	Tax Period(s)	Proposed (Income)			Agreed Disposition
Hybrid Debt Issue/U.S. Federal	1995-1997	$	22,781,062		NRG to contest.
Non-Hybrid Debt Issues/Federal	1995-1997	($	7,414,333	)*	Agreed with IRS.

* This adjustment relates to the $2,546,382 amount described on Schedule 5.4.

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Schedule 5.4

Exception to Application of Section 5.4

     Xcel and NRG estimate that NRG will be due a payment from Xcel of $2,546,382 with respect to agreed NRG issues in the 1995-1997 federal audit cycle, and that NRG will owe Xcel $418,646 with respect to an NRG deficiency from the 1989-1994 federal audit cycle. If no deficiency is sustained with respect to the 1995-1997 federal audit, with respect to the hybrid issue or otherwise, Section 5.4 will not apply to the difference between the refund and the deficiency (estimated to be $2,546,382 - $418,646 = $2,127,736).

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NRG ENERGY, INC., as Issuer

and

WILMINGTON TRUST COMPANY, as Trustee

INDENTURE

Dated as of [                   ], 2003

Up to $500,000,000

10.0% Senior Notes due 2010

CROSS-REFERENCE TABLE

TIA			Indenture
Section			Section
310	(a)(1)			7.10
	(a)(2)			7.10
	(a)(3)			N.A.
	(a)(4)			N.A.
	(a)(5)			7.08; 7.10
	(b)			7.08; 7.10;
				13.02
	(c)			N.A.
311(a)				7.11
	(b)			7.11
	(c)			N.A
312(a)				2.05
	(b)			13.03
	(c)			13.03
313(a)				7.06
	(b)	(1)		N.A.
	(b)	(2)		7.06
	(c)			7.06; 13.02
	(d)			7.06
314(a)				4.07; 4.08;
				13.02
	(b)			N.A.
	(c)	(1)		13.04
	(c)	(2)		13.04
	(c)	(3)		N.A.
	(d)			N.A.
	(e)			13.05
	(f)			N.A.
315(a)				7.01(b)
	(b)			7.05; 13.02
	(c)			7.01(a)
	(d)			7.01(c)
	(e)			6.11
316(a)		(last sentence)		2.09
	(a)	(1)(A)		6.05
	(a)	(1)(B)		6.04
	(a)	(2)		N.A.
	(b)			6.07
	(c)			9.05
317(a)		(1)		6.08

TIA			Indenture
Section			Section
	(a)	(2)		6.09
	(b)			2.04
318(a)				13.01
	(c)			13.01

N.A.	means Not Applicable
NOTE:	This Cross-Reference Table shall not, for any purpose, be deemed to be a part of the Indenture.

TABLE OF CONTENTS

		Page
ARTICLE ONE
DEFINITIONS AND INCORPORATION BY REFERENCE
SECTION 1.01.	Definitions	1
SECTION 1.02.	Incorporation by Reference of TIA	23
SECTION 1.03.	Rules of Construction	24
ARTICLE TWO
THE NOTES
SECTION 2.01.	Form and Dating	24
SECTION 2.02.	Execution and Authentication; Aggregate Principal Amount	25
SECTION 2.03.	Registrar, Paying Agent and Depository	25
SECTION 2.04.	Paying Agent To Hold Assets in Trust	26
SECTION 2.05.	Noteholder Lists	26
SECTION 2.06.	Transfer and Exchange	27
SECTION 2.07.	Replacement Notes	27
SECTION 2.08.	Outstanding Notes	27
SECTION 2.09.	Treasury Notes	28
SECTION 2.10.	Temporary Notes	28
SECTION 2.11.	Cancellation	28
SECTION 2.12.	Defaulted Interest	29
SECTION 2.13.	CUSIP Number	29
SECTION 2.14.	Deposit of Moneys	29
SECTION 2.15.	Global Note Legends	29
SECTION 2.16.	Book-Entry Provisions for Global Security	31
ARTICLE THREE
REDEMPTION
SECTION 3.01.	Notices to Trustee	32
SECTION 3.02.	Selection of Notes To Be Redeemed	32
SECTION 3.03.	Notice of Redemption	32
SECTION 3.04.	Effect of Notice of Redemption	33
SECTION 3.05.	Deposit of Redemption Price	33
SECTION 3.06.	Notes Redeemed in Part	34
ARTICLE FOUR
COVENANTS
SECTION 4.01.	Payment of Notes	34
SECTION 4.02.	Maintenance of Office or Agency	34
SECTION 4.03.	Corporate Existence	35
SECTION 4.04.	Payment of Taxes and Other Claims	35

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		Page
SECTION 4.05.	Maintenance of Properties and Insurance	35
SECTION 4.06.	Compliance Certificate; Notice of Default	36
SECTION 4.07.	Compliance with Laws	36
SECTION 4.08.	SEC Reports	37
SECTION 4.09.	Waiver of Stay, Extension or Usury Laws	37
SECTION 4.10.	Limitation on Restricted Payments	38
SECTION 4.11.	Limitation on Transactions with Affiliates	40
SECTION 4.12.	Limitation on Incurrence of Additional Indebtedness	41
SECTION 4.13.	Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries	42
SECTION 4.14.	Intentionally Omitted	44
SECTION 4.15.	Change of Control	44
SECTION 4.16.	Limitation on Asset Sales	46
SECTION 4.17.	Limitation on Preferred Stock of Subsidiaries	49
SECTION 4.18.	Limitation on Liens	49
SECTION 4.19.	Suspension of Certain Covenants	49
SECTION 4.20.	Intentionally Omitted	50
SECTION 4.21.	Conduct of Business	50
SECTION 4.22.	Payments for Consent	50
ARTICLE FIVE
SUCCESSOR CORPORATION
SECTION 5.01.	Merger, Consolidation and Sale of Assets	50
SECTION 5.02.	Successor Corporation	51
ARTICLE SIX
DEFAULT AND REMEDIES
SECTION 6.01.	Events of Default	51
SECTION 6.02.	Acceleration	53
SECTION 6.03.	Other Remedies	53
SECTION 6.04.	Waiver of Past Defaults	54
SECTION 6.05.	Control by Majority	54
SECTION 6.06.	Limitation on Suits	54
SECTION 6.07.	Rights of Holders To Receive Payment	55
SECTION 6.08.	Collection Suit by Trustee	55
SECTION 6.09.	Trustee May File Proofs of Claim	55
SECTION 6.10.	Priorities	56
SECTION 6.11.	Undertaking for Costs	56
ARTICLE SEVEN
TRUSTEE
SECTION 7.01.	Duties of Trustee	56
SECTION 7.02.	Rights of Trustee	57
SECTION 7.03.	Individual Rights of Trustee	59

ii

		Page
SECTION 7.04.	Trustee’s Disclaimer	59
SECTION 7.05.	Notice of Default	59
SECTION 7.06.	Reports by Trustee to Holders	59
SECTION 7.07.	Compensation and Indemnity	59
SECTION 7.08.	Replacement of Trustee	61
SECTION 7.09.	Successor Trustee by Merger, Etc.	61
SECTION 7.10.	Eligibility; Disqualification	62
SECTION 7.11.	Preferential Collection of Claims Against Company	62
ARTICLE EIGHT
DISCHARGE OF INDENTURE; DEFEASANCE
SECTION 8.01.	Termination of the Company’s Obligations	62
SECTION 8.02.	Legal Defeasance and Covenant Defeasance	63
SECTION 8.03.	Conditions to Legal Defeasance or Covenant Defeasance	64
SECTION 8.04.	Application of Trust Money	65
SECTION 8.05.	Repayment to the Company	66
SECTION 8.06.	Reinstatement	66
ARTICLE NINE
AMENDMENTS, SUPPLEMENTS AND WAIVERS
SECTION 9.01.	Without Consent of Holders	67
SECTION 9.02.	With Consent of Holders	67
SECTION 9.03.	Compliance with TIA	68
SECTION 9.04.	Revocation and Effect of Consents	68
SECTION 9.05.	Notation on or Exchange of Notes	69
SECTION 9.06.	Trustee To Sign Amendments, Etc.	69
ARTICLE TEN
Intentionally Omitted.
ARTICLE ELEVEN
Intentionally Omitted.
ARTICLE TWELVE
Intentionally Omitted.
ARTICLE THIRTEEN
MISCELLANEOUS
SECTION 13.01.	TIA Controls	70
SECTION 13.02.	Notices	70
SECTION 13.03.	Communications by Holders with Other Holders	71
SECTION 13.04.	Certificate and Opinion as to Conditions Precedent	71

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		Page
SECTION 13.05.	Statements Required in Certificate or Opinion	71
SECTION 13.06.	Rules by Trustee, Paying Agent, Registrar	72
SECTION 13.07.	Legal Holidays	72
SECTION 13.08.	Governing Law	72
SECTION 13.09.	No Adverse Interpretation of Other Agreements	72
SECTION 13.10.	No Recourse Against Others	72
SECTION 13.11.	Successors	73
SECTION 13.12.	Duplicate Originals	73
SECTION 13.13.	Severability	73
SECTION 13.14.	Table of Contents, Headings, Etc.	73
Signatures		78
Exhibit A -	Form of Global Note	A-1
Exhibit B -	Excluded Assets	B-1

Note: This Table of Contents shall not, for any purpose, be deemed to be part of the Indenture.

iv

          THIS INDENTURE (this “Indenture”), dated as of [      ], 2003, is made by and between NRG Energy, Inc., a Delaware corporation (the “Company”), and Wilmington Trust Company, a Delaware trust company, as Trustee (the “Trustee”).

RECITALS

          WHEREAS, on May 14, 2003, the Company and certain of its directly and indirectly Wholly Owned Subsidiaries filed voluntary petitions under Chapter 11 of the United States Code, as amended (the “Bankruptcy Code”) with the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”);

          WHEREAS, the Company and certain of its directly and indirectly Wholly Owned Subsidiaries filed a Joint Plan of Reorganization (the “Plan”) which was approved by the Bankruptcy Court on [      ];

          WHEREAS, pursuant to the Plan, the Company is required to issue the Notes (as defined herein), to certain holders of unsecured claims against the Company and NRG Power Marketing, Inc., a Delaware corporation and Wholly Owned Subsidiary of the Company;

          WHEREAS, the Company has duly authorized the creation of an issue of 10.0% Senior Notes due 2010 (the “Notes”) and, to provide therefor, the Company has duly authorized the execution and delivery of this Indenture; and

          WHEREAS, all things necessary to make the Notes, when executed by the Company and authenticated and delivered hereunder and duly issued by the Company, the valid obligations of the Company, and to make this Indenture a valid and binding agreement of the Company, in accordance with their and its terms, have been done.

          NOW, THEREFORE, THIS INDENTURE WITNESSETH:

          For and in consideration of the premises and the acquisition of the Notes by the Holders thereof, it is mutually agreed, for the equal and ratable benefit of all Holders of the Notes, as follows:

ARTICLE ONE

DEFINITIONS AND INCORPORATION BY REFERENCE

          SECTION 1.01. Definitions.¹

          “10% Equity Holder” means, as of any date of determination, any Equity Holder which, together with its Affiliates, owns of record 10% or more of the Company’s common stock then outstanding.

¹ Defined terms that relate to the financial covenants herein shall be conformed to the same or analogous terms used the indenture governing the Exit Financing Notes or the Credit Agreement.

          “Acceleration Notice” has the meaning provided in Section 6.02(a).

          “Acquired Indebtedness” means Indebtedness of a Person or any of its Subsidiaries (i) existing at the time such Person becomes a Restricted Subsidiary or (ii) assumed by the Company or any Restricted Subsidiary in connection with the acquisition of assets from such Person and not incurred by such Person in connection with, or in anticipation or contemplation of, such Person becoming a Restricted Subsidiary or such acquisition.

          “Affiliate” means, with respect to any Person, any other Person who directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such Person. The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise; provided, that beneficial ownership of more than 50% of the voting securities of any Person shall be deemed to be control. Notwithstanding the foregoing, (a) no Person (other than the Company or any Subsidiary of the Company) in whom a Securitization Entity makes an Investment in connection with a Qualified Securitization Transaction shall be deemed to be an Affiliate of the Company, or any of its Subsidiaries solely by reason of such Investment and (b) no Person shall be considered to be an Affiliate of the Company or any of its Subsidiaries solely because such Person had or exercised the right to nominate one or more members of the Board of Directors of the Company pursuant to the Plan. Unless otherwise provided or the context requires, any reference herein to “Affiliate” shall mean an “Affiliate” of the Company.

          “Affiliate Transaction” has the meaning provided in Section 4.11.

          “Agent” means any Registrar, Paying Agent, co-Registrar or agent for service of demands and notices in connection with the Notes.

          “Agent Members” has the meaning provided in Section 2.16.

          “Asset Acquisition” means (a) an Investment by the Company or any Restricted Subsidiary in any other Person if, as a result of such Investment, such Person shall (i) become a Restricted Subsidiary or (ii) be merged with or into the Company or any Restricted Subsidiary, or (b) the acquisition by the Company or any Restricted Subsidiary of the assets of any Person which constitute all or substantially all of the assets of such Person, any division or line of business of such Person or any other properties or assets of such Person other than in the ordinary course of business.

          “Asset Sale” means any direct or indirect sale, issuance, conveyance, transfer, lease (other than operating leases entered into in the ordinary course of business), assignment or other transfer for value by the Company or any Restricted Subsidiary to any Person other than the Company or a Restricted Subsidiary of (a) any Capital Stock of any Restricted Subsidiary or (b) any other property or assets of the Company or any Restricted Subsidiary other than in the ordinary course of business; provided, however, that Asset Sales shall not include (i) a transaction or series of related transactions for which the Company or the Restricted Subsidiaries receive aggregate cash consideration of less than $10.0 million, (ii) the sale, lease, conveyance, disposition or other transfer of all or substantially all of the assets of the Company as permitted

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under Section 5.01 or any disposition that constitutes a Change of Control, (iii) the sale or discount, in each case without recourse, of accounts receivable arising in the ordinary course of business, but only in connection with the compromise or collection thereof, (iv) the factoring of accounts receivable arising in the ordinary course of business pursuant to arrangements on customary terms and conditions, (v) the licensing of intellectual property, (vi) disposals, leases or replacements of obsolete or worn-out equipment or equipment that is no longer useful in the conduct of the business of the Company and the Restricted Subsidiaries, in each case, in the ordinary course of business, (vii) a Restricted Payment permitted under Section 4.10, (viii) sales of accounts receivable, equipment and related assets (including contract rights) of the type specified in the definition of “Qualified Securitization Transaction” to a Securitization Entity for the fair market value thereof, including cash in an amount at least equal to 75% of the fair market value thereof as determined in accordance with GAAP, (ix) transfers of accounts receivable, equipment and related assets (including contract rights) of the type specified in the definition of “Qualified Securitization Transaction” (or a fractional undivided interest therein) by a Securitization Entity in a Qualified Securitization Transaction, (x) the exchange of assets held by the Company or a Restricted Subsidiary for assets held by any Person, provided, that (a) the assets received by the Company or such Restricted Subsidiary in any such exchange will immediately constitute, be part of, or be used as permitted under Section 4.21; and (b) any such assets received are of a comparable fair market value to the assets exchanged as determined in good faith by the Company, (xi) the sale, lease, conveyance, disposition or other assignment or transfer for value of fuel or emission credits in the ordinary course of the business of the Company or such Restricted Subsidiary; (xii) the sale, lease, conveyance, disposition or other assignment or transfer for value of any property or assets of, or any Capital Stock of, any Foreign Subsidiary; (xiii) the sale or disposition of cash or Cash Equivalents; (xiv) the sale, lease, conveyance, disposition or other assignment or transfer for value of any property or asset listed on Exhibit B attached hereto and (xv) any sale, lease, conveyance, disposition or other assignment or transfer for value of any property or asset not otherwise excluded from the definition of “Asset Sale” pursuant to clauses (i) through (xiv) above to the extent the aggregate cash consideration received from all such sales, conveyances, dispositions or other transfers does not exceed $250.0 million. For the purposes of clause (viii) above, Purchase Money Notes shall be deemed to be cash.

          “Authenticating Agent” has the meaning provided in Section 2.02.

          “Bankruptcy Law” means Title 11, U.S. Code or any similar Federal, state or foreign law for the relief of debtors.

          “Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act.

          “Board of Directors” means, as to any Person, the board of directors of such Person or any duly authorized committee thereof.

          “Board Resolution” means, with respect to any Person, a duly adopted resolution of the Board of Directors or other equivalent governing body of such Person.

          “Business Day” means a day that is not a Legal Holiday.

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          “Capital Stock” means (i) with respect to any Person that is a corporation, any and all shares, interests, participations or other equivalents (however designated) of corporate stock, including each class of common stock and preferred stock of such Person, (ii) with respect to any Person that is not a corporation, any and all partnership or other equity interests of such Person and (iii) excluding, in each case, debt securities convertible or exchangeable for securities of the type described in the foregoing clauses (i) and (ii).

          “Capitalized Lease Obligation” means, as to any Person, the obligations of such Person under a lease that are required to be classified and accounted for as capital lease obligations under GAAP and, for purposes of this definition, the amount of such obligations at any date shall be the capitalized amount of such obligations at such date, determined in accordance with GAAP.

          “Cash Equivalents” means: (i) marketable direct obligations issued by, or unconditionally guaranteed by, the United States Government or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within one year from the date of acquisition thereof; (ii) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof maturing within one year from the date of acquisition thereof and, at the time of acquisition, having one of the two highest ratings obtainable from either S&P or Moody’s or carrying an equivalent rating by a nationally recognized rating agency, if both of the above named rating agencies cease publishing ratings of investments; (iii) commercial paper maturing no more than one year from the date of creation thereof and, at the time of acquisition, having a rating of at least A-2 or the equivalent thereof from S&P or at least P-2 or the equivalent thereof from Moody’s or carrying an equivalent rating by a nationally recognized rating agency, if both of the above named rating agencies cease publishing ratings of investments; (iv) certificates of deposit or bankers’ acceptances maturing within one year from the date of acquisition thereof issued by any bank organized under the laws of the United States of America or any state thereof or the District of Columbia having at the date of acquisition thereof combined capital and surplus of not less than $500.0 million (or, with respect to foreign banks meeting equivalent capital and surplus requirements, similar instruments, including eurodollar time deposits); (v) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clause (i) above entered into with any bank meeting the qualifications specified in clause (iv) above; and (vi) investments in any investment company or money market fund which invests substantially all its assets in securities of the types described in clauses (i) through (v) above.

          “Change of Control” means the occurrence of one or more of the following events: (i) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to any “person” (as such term is defined in) Section 13(d) of the Exchange Act) (whether or not otherwise in compliance with the provisions of this Indenture); (ii) the approval by the holders of Capital Stock of the Company of any plan or proposal for the liquidation or dissolution of the Company (whether or not otherwise in compliance with the provisions of this Indenture); (iii) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” (as defined above) (other than Matlin-Patterson) shall become the Beneficial Owner, directly or indirectly, of shares of the Company’s

4

Capital Stock representing more than 50% of the aggregate ordinary voting power represented by the issued and outstanding voting stock of the Company; (iv) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that Matlin-Patterson shall become the Beneficial Owner, directly or indirectly, of shares of the Company’s Capital Stock representing more than [  ]% of the aggregate ordinary voting power represented by the issued and outstanding stock of the Company; or (v) during any twelve-month period, individuals who at the beginning of such period constituted the Board of Directors (together with any new directors whose election by the Board of Directors or whose nomination for election by the stockholders was approved by a vote of a majority of the directors then in office who were either directors at the beginning of such period or whose nomination was previously so approved) cease for any reason to constitute a majority of the Board of Directors then in office.

          “Change of Control Date” has the meaning provided in Section 4.15.

          “Change of Control Offer” has the meaning provided in Section 4.15.

          “Change of Control Payment Date” has the meaning provided in Section 4.15.

          “Commission” means the United States Securities and Exchange Commission.

          “Company” means the party named as such in this Indenture until a successor replaces it pursuant to this Indenture and thereafter means such successor.

          “Comparable Treasury Issue” means a particular United States treasury security selected by the Company as having a maturity comparable to the earliest optional redemption of the Notes that would be utilized in accordance with customary financial practice, in pricing new issues of corporate debt securities.

          “Comparable Treasury Yield” means, with respect to any Redemption Date for a Makewhole Redemption: (a) the yield for the Comparable Treasury Issue (expressed as a yield to maturity) on the third Business Day preceding such Redemption Date, as set forth under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated “H.15(519)” (or any successor release) published by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities” or (b) if that release (or any successor release) is not published or does not contain the applicable prices on the applicable Business Day, the yield to maturity for the Comparable Treasury Issue for that redemption date quoted to the Company by an independent investment banking firm of national standing selected by the Company.

          “Consolidated EBITDA” means, with respect to the Company, for any period, the sum (without duplication) of (i) Consolidated Net Income and (ii) to the extent Consolidated Net Income has been reduced thereby, (A) all income taxes and foreign withholding taxes of the Company and the Restricted Subsidiaries paid or accrued in accordance with GAAP for such period, (B) Consolidated Interest Expense and (C) Consolidated Non-cash Charges.

5

          “Consolidated Fixed Charge Coverage Ratio” means, with respect to the Company for any Consolidated Fixed Charges Measurement Period, the ratio of (i) Consolidated EBITDA of the Company during the applicable Consolidated Fixed Charges Measurement Period to (ii) Consolidated Fixed Charges (excluding interest capitalized in accordance with GAAP) of the Company for such Consolidated Fixed Charges Measurement Period. In addition to and without limitation of the foregoing, for purposes of this definition, “Consolidated EBITDA” and “Consolidated Fixed Charges” shall each be calculated after giving effect on a pro forma basis for the applicable Consolidated Fixed Charges Measurement Period to (i) the incurrence of any Indebtedness giving rise to the need to make such calculation and any incurrence or repayment of other Indebtedness occurring during such Consolidated Fixed Charges Measurement Period as if such incurrence or repayment, as the case may be (and the application of the proceeds thereof), occurred on the first day of such Consolidated Fixed Charges Measurement Period, and (ii) any Asset Sales or Asset Acquisitions (including any Asset Acquisition giving rise to the need to make such calculation as a result of the Company or one of the Restricted Subsidiaries (including any Person who becomes a Restricted Subsidiary as a result of the Asset Acquisition) incurring, assuming or otherwise being liable for Acquired Indebtedness and also including any Consolidated EBITDA (including any pro forma expense and cost reductions calculated on a basis consistent with Regulation S-X under the Securities Act as in effect and applied as of [      ], 2003) attributable to the assets which are the subject of the Asset Acquisition or Asset Sale) occurring during such Consolidated Fixed Charges Measurement Period, as if such Asset Sale or Asset Acquisition (including the incurrence, assumption or liability for any such Indebtedness or Acquired Indebtedness) occurred on the first day of such Consolidated Fixed Charges Measurement Period. If the Company or any of the Restricted Subsidiaries directly or indirectly guarantees Indebtedness of a third Person, the preceding sentence shall give effect to the incurrence of such guaranteed Indebtedness as if such Person or Restricted Subsidiary had directly incurred or otherwise assumed such guaranteed Indebtedness. Furthermore, in calculating “Consolidated Fixed Charges” for purposes of determining the denominator (but not the numerator) of this “Consolidated Fixed Charge Coverage Ratio,” (1) interest on outstanding Indebtedness determined on a fluctuating basis as of the Transaction Date and which will continue to be so determined thereafter shall be deemed to have accrued at a fixed rate per annum equal to the rate of interest on such Indebtedness in effect on the Transaction Date, (2) if interest on any Indebtedness actually incurred on the Transaction Date may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rates, then the interest rate in effect on the Transaction Date will be deemed to have been in effect during the Consolidated Fixed Charges Measurement Period, and (3) notwithstanding clauses (1) and (2) above, interest on Indebtedness determined on a fluctuating basis, to the extent such interest is covered by an Interest Rate Agreement, shall be deemed to accrue at the rate per annum resulting after giving effect to the operation of such Interest Rate Agreements.

          “Consolidated Fixed Charges” means, with respect to the Company for any period, the sum, without duplication, of (i) Consolidated Interest Expense (before amortization or write-off of debt issuance costs) plus (ii) the amount of all cash dividend payments on any series of Preferred Stock of the Company plus (iii) the amount of all dividend payments on any series of Permitted Domestic Subsidiary Preferred Stock.

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          “Consolidated Fixed Charges Measurement Period” means (i) if the Transaction Date occurs on or after the first anniversary of the last day of the first fiscal quarter ending subsequent to the Effective Date, the four full fiscal quarters ending on or prior to the Transaction Date and (ii) if the Transaction Date occurs at any time prior to the first anniversary of the last day of the first fiscal quarter ending subsequent to the Effective Date, the period consisting of the number of full fiscal quarters commencing subsequent to the Effective Date and ending on or prior to the Transaction Date; provided, that, if no such full fiscal quarter has ended prior to the Transaction Date, the “Consolidated Fixed Charges Measurement Period” shall mean the period beginning on the Effective Date and ending on such Transaction Date.

          “Consolidated Interest Expense” means, with respect to the Company for any period, the sum of, without duplication, (i) the aggregate of all cash interest expense with respect to all outstanding Indebtedness of the Company and the Restricted Subsidiaries, including the net costs associated with Interest Rate Obligations, for such period determined on a consolidated basis in conformity with GAAP, and (ii) the interest component of Capitalized Lease Obligations accrued and/or scheduled to be paid or accrued by the Company and the Restricted Subsidiaries during such period as determined on a consolidated basis in accordance with GAAP.

          “Consolidated Net Income” of the Company means, for any period, the aggregate net income (or loss) of the Company for such period on a consolidated basis, determined in accordance with GAAP; provided, that there shall be excluded therefrom (a) gains and losses from Asset Sales (without regard to the $10.0 million limitation set forth in the definition thereof) or abandonments or reserves relating thereto and the related tax effects according to GAAP, (b) gains and losses due solely to fluctuations in currency values and the related tax effects according to GAAP, (c) items classified as extraordinary, unusual or nonrecurring gains and losses (including non-cash fresh start accounting charges and non-cash purchase accounting charges), and the related tax effects according to GAAP, (d) the net income (or loss) of any Person acquired in a pooling of interests transaction accrued prior to the date it becomes a Restricted Subsidiary or is merged or consolidated with the Company or any Restricted Subsidiary, (e) the net income of any Restricted Subsidiary to the extent that the declaration of dividends or similar distributions by that Restricted Subsidiary of that income is restricted by contract, operation of law or otherwise, (f) the net loss of any Person, other than a Restricted Subsidiary, (g) the net income of any Person, other than a Restricted Subsidiary, except to the extent of cash dividends or distributions paid to the Company or a Restricted Subsidiary by such Person, (h) only for purposes of clause (3)(v) of Section 4.10(a), any amounts included pursuant to clause (3)(y) of Section 4.10(a), (i) one time non-cash compensation charges, including any arising from existing stock options resulting from any merger or recapitalization transaction; (j) the cumulative effect of a change in accounting principles; (k) any amortization or write-off of debt issuance or deferred financing costs and premiums and prepayment penalties, in each case, to the extent attributable to the incurrence of Refinancing Indebtedness; (l) income or loss attributable to discontinued operations (including operations disposed of during such period whether or not such operations were classified as discontinued) and (m) any non-cash charges relating to the mark-to-market of derivative instruments as required by FAS 133.

          “Consolidated Non-cash Charges” means, with respect to the Company for any period, the aggregate depreciation, amortization and other non-cash expenses of the Company

7

and the Restricted Subsidiaries reducing Consolidated Net Income of the Company and the Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP (excluding any such non-cash charge constituting an extraordinary item or loss or any such non-cash charge which requires an accrual of or a reserve for cash charges for any future period).

          “Covenant Defeasance” has the meaning provided in Section 8.02.

          “Credit Agreement” means that certain Credit Agreement, dated as of      , by and among the Company, PMI, the lenders party thereto, Credit Suisse First Boston, acting through its Cayman Islands Branch, and Lehman Brothers, Inc., as joint lead book runners and joint lead arrangers; Credit Suisse First Boston, acting through its Cayman Islands Branch, as administrative agent and collateral agent; Lehman Commercial Paper Inc., as syndication agent, and            , as borrowing base agent; providing for up to $[      ] of revolving credit and term loan borrowings, including any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, and in each case as amended, restated, modified, renewed, refunded, replaced (whether upon or after termination or otherwise) or refinanced (including by means of sales of debt securities to institutional investors) in whole or in part from time to time.

          “Currency Agreement” means any foreign exchange contract, currency swap agreement or other similar agreement or arrangement designed to protect any Person against fluctuations in currency values.

          “Custodian” means any receiver, trustee, assignee, liquidator, sequestrator or similar official under any Bankruptcy Law.

          “Default” means an event or condition the occurrence of which is, or with the lapse of time or the giving of notice or both would be, an Event of Default.

          “Depository” means The Depository Trust Company, its nominees and successors and any Person appointed by the Company as a successor to The Depository Trust Company in its capacity as depository pursuant to the terms and conditions hereof.

          “Disqualified Capital Stock” means that portion of any Capital Stock which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event (other than an event which would constitute a Change of Control), matures (excluding any maturity as the result of an optional redemption by the issuer thereof) or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the sole option of the holder thereof (except, in each case, upon the occurrence of a Change of Control) on or prior to the final maturity date of the Notes. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Capital Stock solely because the holders of the Capital Stock have the right to require the Company to repurchase such Capital Stock upon the occurrence of a change of control or asset sale will not constitute Disqualified Capital Stock if the terms of such Capital Stock provide that the Company may not repurchase any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with Section 4.10. The amount of Disqualified Capital Stock

8

deemed to be outstanding at any time for purposes of this Indenture will be the maximum amount that the Company and its Restricted Subsidiaries may become obligated to pay upon the maturity of, or pursuant to any mandatory redemption provision of, such Disqualified Capital Stock, exclusive of accrued dividends.

          “Domestic Subsidiary” means any Restricted Subsidiary that is organized under the laws of the United States of America or any state thereof or the District of Columbia.

          “Effective Date” means the date of original issuance of the Notes.

          “Equity Holder” means, as of any date of determination, any Original Equity Holder who holds Registrable Common Stock or any transferee who acquired at least 1% of the Company’s common stock then outstanding from an Original Equity Holder, in each case who, as of such date of determination (i) owns of record at least 1% of the Company’s common stock then outstanding and (ii) is a signatory to the Registration Rights Agreement or has delivered to the Company a Joinder Agreement (as defined in the Registration Rights Agreement) in accordance with the terms of the Registration Rights Agreement.

          “Equity Offering” means any public or private offering for cash of the Company’s common stock after the Effective Date (other than sales made to any Restricted Subsidiary and other than sales of Disqualified Capital Stock).

          “Event of Default” has the meaning provided in Section 6.01.

          “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated by the Commission thereunder.

          “Exit Financing Indebtedness” means, collectively, Indebtedness (including, without limitation, any guarantees) incurred pursuant to the Credit Agreement and Indebtedness represented by the Exit Financing Notes.

          “Exit Financing Notes” means the Company’s Second Priority Senior Secured Notes (and any exchange notes issued with respect thereof) to be issued under and pursuant to that certain Indenture, dated as of [      ], by and among [            ], as amended, restated, modified, refunded, replaced or refinanced in whole or in part from time to time.

          “Facility” means a power or energy generation facility.

          “fair market value” means, unless otherwise specified, with respect to any asset or property, the price which could be negotiated in an arm’s-length, free market transaction, for cash, between a willing seller and a willing and able buyer, neither of whom is under undue pressure or compulsion to complete the transaction.

          “FAS” means statements of Financial Accounting Standards as promulgated from time to time by the Financial Accounting Standards Board.

9

          “Foreign Subsidiary” means any Restricted Subsidiary that is not organized under the laws of the United States of America or any state thereof or the District of Columbia.

          “GAAP” means generally accepted accounting principles in the United States of America as in effect as of the date of this Indenture, including those set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as is approved by a significant segment of the accounting profession. All ratios and computations based on GAAP contained in this Indenture shall be computed in conformity with GAAP applied on a consistent basis.

          “Global Note” has the meaning provided in Section 2.01.

          “Good Utility Practices” means any of those practices, methods, standards and acts (including the practices, methods and acts engaged in or approved by a significant portion of the electric power generation industry in the United States) that, at a particular time, in the exercise of reasonable judgment in light of the facts known or that should have reasonably been known at the time a decision was made, could have reasonably been expected to accomplish the desired result consistent with good business practices, reliability, economy, safety and expedition. “Good Utility Practices” is not intended to be limited to optimal practices that could be used to accomplish a desired result.

          “Governmental Authority” means any government or state (or any subdivision thereof), whether domestic, foreign or multinational, or any agency, authority, bureau, commission, department or similar body or instrumentality, or any governmental court or tribunal.

          “guarantee” means (i) any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness of any other Person and (ii) any obligation, direct or indirect, contingent or otherwise, of any Person:

(1)	to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness of any other Person (whether arising by virtue of partnership arrangements, or by agreement to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement conditions or otherwise); or
(2)	entered into for purposes of assuring in any other manner the obligee of such Indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part);

provided, however, that the term “guarantee” will not include endorsements for collection or deposit in the ordinary course of business. The term “guarantee” used as a verb has a corresponding meaning.

          “Holder” or “Noteholder” means the Person in whose name a Note is registered on the Registrar’s books.

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          “incur” has the meaning provided in Section 4.12.

          “Indebtedness” means with respect to any Person on any date of determination, without duplication, (i) the principal of obligations of such Person for borrowed money, (ii) the principal of obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (iii) all Capitalized Lease Obligations of such Person, (iv) the principal component of all obligations of such Person issued or assumed as the deferred purchase price of property, all conditional sale obligations and all obligations under any title retention agreement (but excluding, in each case, trade accounts payable, warranty and service obligations, and all other obligations arising in the ordinary course of business), (v) the principal component of all obligations for the reimbursement of any obligor on any letter of credit, banker’s acceptance or similar credit transaction, (vi) guarantees in respect of Indebtedness referred to in clauses (i) through (v) above and clause (viii) below, (vii) all monetary obligations of any other Person of the type referred to in clauses (i) through (vi) which are secured by any Lien on any property or asset of such Person, the amount of such obligation being deemed to be the lesser of the fair market value of such property or asset or the amount of the obligation so secured, (viii) all Obligations under Currency Agreements and Interest Rate Agreements of such Person and (ix) all Disqualified Capital Stock issued by such Person with the amount of Indebtedness represented by such Disqualified Capital Stock being equal to the greater of its voluntary or involuntary liquidation preference and its maximum fixed repurchase price, but excluding accrued dividends, if any. For purposes hereof, (x) the “maximum fixed repurchase price” of any Disqualified Capital Stock which does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Capital Stock as if such Disqualified Capital Stock were purchased on any date on which Indebtedness shall be required to be determined pursuant to this Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Capital Stock, such fair market value shall be determined reasonably and in good faith by the Board of Directors of the issuer of such Disqualified Capital Stock and (y) any transfer of accounts receivable, equipment or other assets (including contract rights) which constitute a sale for purposes of GAAP and any related recourse provisions under instrument sales programs entered into in the ordinary course of business shall not constitute Indebtedness hereunder.

          “Indenture” means this Indenture, as amended, supplemented or otherwise modified from time to time in accordance with the terms hereof.

          “Initial Public Offering” means the first underwritten public offering of Qualified Capital Stock (other than pursuant to the Plan) by the Company pursuant to a registration statement filed with the Commission in accordance with the Securities Act for aggregate net cash proceeds of at least $[   ] million.

          “Interest Payment Date” means the stated maturity of an installment of interest on the Notes.

          “Interest Rate Agreement” means any interest rate protection agreement, interest rate future agreement, interest rate swap agreement, interest rate option agreement, interest rate hedge agreement or other similar agreement or arrangement designed to protect against fluctuations in interest rates to or under which any Person is a party or beneficiary.

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          “Interest Rate Obligation” means any obligation of the Company or any Restricted Subsidiary pursuant to any Interest Rate Agreement.

          “Investment” means, with respect to any Person, any direct or indirect loan or other extension of credit (including a guarantee) or capital contribution to (by means of any transfer of cash or other property to any other Person or any payment for property or services for the account or use of any other Person), or any purchase or acquisition by such Person of any Capital Stock, bonds, notes, debentures or other securities or evidences of Indebtedness issued by, any Person. “Investment” shall exclude (a) issuances of any Person’s common stock (including in connection with an acquisition of assets, Capital Stock or other securities by the Company or any Subsidiary) and (b) extensions of trade credit by the Company and its Subsidiaries on commercially reasonable terms in accordance with normal trade practices of the Company or such Subsidiary, as the case may be. For the purposes of Section 4.10, (i) “Investment” shall include the portion (proportionate to the Company’s equity interest in a Restricted Subsidiary to be designated as an Unrestricted Subsidiary) of the book value of the net assets of any Restricted Subsidiary at the time that such Restricted Subsidiary is designated an Unrestricted Subsidiary and shall exclude the book value of the net assets of any Unrestricted Subsidiary at the time that such Unrestricted Subsidiary is designated a Restricted Subsidiary and (ii) the amount of any Investment shall be the original cost of such Investment plus the cost of all additional Investments by the Company or any of its Restricted Subsidiaries, without any adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment.

          “Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s or BBB- (or the equivalent) by S&P.

          “Legal Defeasance” has the meaning provided in Section 8.02.

          “Legal Holiday” has the meaning provided in Section 13.07.

          “Lien” means any lien, mortgage, deed of trust, pledge, security interest, charge or encumbrance of any kind (including any conditional sale or other title retention agreement, any lease in the nature thereof and any agreement to give any security interest).

          “Makewhole Rate” means, for any redemption date, the annual rate equal to the yield to maturity, compounded semi-annually, of a selected Comparable Treasury Issue, assuming a yield for the selected Comparable Treasury Issue equal to the Comparable Treasury Yield for the particular redemption date.

          “Matlin-Patterson” means, collectively, [Matlin-Patterson Asset Management LLC] and its Affiliates.

          “Maturity Date” means [     ], 2010.

          “Moody’s” means Moody’s Investors Service, Inc. and its successors.

          “Net Cash Proceeds” means, with respect to any Asset Sale, the proceeds in the form of cash or Cash Equivalents received by the Company or any of its Subsidiaries from such

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Asset Sale net of (a) out-of-pocket expenses and fees relating to such Asset Sale (including legal, accounting, title and recording tax expenses, investment banking fees and sales commissions and any relocation expenses incurred as a result thereof), (b) taxes paid or payable as a result of such Asset Sale after taking into account any reduction in consolidated tax liability due to available tax credits or deductions and any tax sharing arrangements, (c) repayment of Indebtedness that is required to be repaid in connection with such Asset Sale, (d) any portion of cash proceeds which the Company determines in good faith should be reserved for post-closing adjustments, it being understood and agreed that on the day that all such post-closing adjustments have been determined, the amount (if any) by which the reserved amount in respect of such Asset Sale exceeds the actual post-closing adjustments payable by the Company or any of its Subsidiaries shall constitute Net Cash Proceeds on such date and (e) the deduction of appropriate amounts to be provided by the seller as a reserve, in accordance with GAAP, against any liabilities retained by the Company or any Restricted Subsidiary after such Asset Sale that are associated with the assets disposed of in such Asset Sale.

          “Net Proceeds Offer” has the meaning provided in Section 4.16.

          “Net Proceeds Offer Payment Date” has the meaning provided in Section 4.16.

          “Net Proceeds Offer Trigger Date” has the meaning provided in Section 4.16.

          “Non-Recourse Debt” means Indebtedness of the Company or any Restricted Subsidiary incurred by such Person to acquire, construct, improve or develop a Facility or any other asset used in the business of the Company or any Restricted Subsidiary to the extent that such Indebtedness is without recourse to the Company or any Restricted Subsidiary or to any of their respective assets other than such Facility or such other asset and the income from, and proceeds of, such Facility or such other asset.

          “Notes” has the meaning set forth in the recitals hereto.

          “Obligations” means, without duplication, all obligations for principal, premium, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness.

          “Officer” means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, any Vice President, the Chief Financial Officer, the Treasurer, the Controller, or the Secretary of such Person, or any other officer designated by the Board of Directors serving in a similar capacity.

          “Officers’ Certificate” means, with respect to any Person, a certificate signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of such Person and otherwise complying with the requirements of Sections 13.04 and 13.05, as they relate to the making of an Officers’ Certificate.

          “Opinion of Counsel” means a written opinion from legal counsel, who may be in-house counsel for the Company, and who is reasonably acceptable to the Trustee complying with the requirements of Sections 13.04 and 13.05, as they relate to the giving of an Opinion of Counsel.

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          “Original Equity Holder” means those Persons that (i) received shares of the Company’s common stock on or after the Effective Date pursuant to the Plan and (ii) are signatories to the Registration Rights Agreement.

          “Paying Agent” has the meaning provided in Section 2.03.

          “Permitted Domestic Subsidiary Preferred Stock” means any series of Preferred Stock of a Domestic Subsidiary of the Company that constitutes Qualified Capital Stock and has a fixed dividend rate, the liquidation value of all series of which, when combined with the aggregate amount of Indebtedness of the Company and its Restricted Subsidiaries incurred pursuant to clause (xx) of the definition of Permitted Indebtedness, does not exceed $[   ] million; provided, that such amount shall increase to $[   ] million upon consummation of an Initial Public Offering.

          “Permitted Indebtedness” means, without duplication, (i) the Notes, (ii) the Xcel Note, (iii) other Indebtedness of the Company and its Subsidiaries outstanding on the Effective Date reduced by the amount of any scheduled amortization payments or mandatory prepayments when actually paid or permanent reductions thereon, (iv) Interest Rate Obligations of the Company or any of its Subsidiaries incurred in the ordinary course of business and not for speculative purposes, (v) Indebtedness under Currency Agreements, (vi) intercompany Indebtedness owed by the Company to any Restricted Subsidiary or by any Restricted Subsidiary to the Company or any other Restricted Subsidiary, (vii) Acquired Indebtedness to the extent the Company could have incurred such Indebtedness in accordance with Section 4.12 on the date such Indebtedness became Acquired Indebtedness (other than Permitted Indebtedness), (viii) guarantees by (A) the Company and the Restricted Subsidiaries of each other’s Indebtedness; provided, that such Indebtedness is permitted to be incurred under this Indenture and (B) the Company of the obligations of PMI entered into in the ordinary course of business to the extent that such obligations are considered to be Indebtedness, (ix) Indebtedness (including Capitalized Lease Obligations) incurred by the Company or any Restricted Subsidiary to finance the purchase, lease, cost of design, construction, installation or improvement of property (real or personal), plant or equipment (whether through the direct purchase of assets or the Capital Stock of any Person owning such assets) in an aggregate principal amount outstanding not to exceed $50.0 million, (x) Indebtedness incurred by the Company or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including letters of credit in respect of (A) power marketing and trading activity, (B) workers’ compensation claims or (C) self-insurance, or other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims, (xi) Indebtedness arising from agreements of the Company or any Restricted Subsidiary providing for indemnification, adjustment of purchase price, earn out or other similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or a Restricted Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Restricted Subsidiary for the purpose of financing such acquisition; provided, that the maximum assumable liability in respect of all such Indebtedness shall at no time exceed the gross proceeds actually received by the Company and its Restricted Subsidiaries in connection with such disposition, (xii) obligations in respect of performance and surety bonds and completion guarantees provided by the Company or any Restricted Subsidiary in the ordinary course of business, (xiii) any refinancing, modification,

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replacement, renewal, restatement, refunding, deferral, extension, substitution, supplement, reissuance or resale of existing or future Indebtedness, including any additional Indebtedness incurred to pay interest or premiums required by the instruments governing such existing or future Indebtedness as in effect at the time of issuance thereof (“Required Premiums”) and including any Indebtedness issued in exchange for, or the net proceeds of which are used to refund, refinance, replace, defease or discharge such existing or further Indebtedness and, in each case, fees and expenses in connection therewith (“Refinancing Indebtedness”); provided, that (1) any such event shall not result in an increase in the aggregate principal amount of Permitted Indebtedness by more than $100.0 million (except to the extent such increase is a result of a simultaneous incurrence of additional Indebtedness (A) to pay Required Premiums and related fees and expenses or (B) otherwise permitted to be incurred under this Indenture) of the Company and its Subsidiaries, (2) any such event shall not create Indebtedness with a Weighted Average Life to Maturity at the time such Indebtedness is incurred that is less than the Weighted Average Life to Maturity at such time of the Indebtedness being refinanced, modified, replaced, renewed, restated, refunded, deferred, extended, substituted, supplemented, reissued or resold (except that this subclause (2) will not apply in the event the Indebtedness being refinanced, modified, replaced, renewed, restated, refunded, deferred, extended, substituted, supplemented, reissued or resold was originally incurred in reliance upon clauses (vi) or (xiv) of this definition) and (3) if the Indebtedness being refinanced is subordinated in right of payment to the Notes, such Refinancing Indebtedness is subordinated in right of payment to the Notes on terms at least as favorable to the Holders as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded, (xiv) the incurrence by a Securitization Entity of Indebtedness in a Qualified Securitization Transaction that is not recourse to the Company or any other Subsidiary of the Company (except for Standard Securitization Undertakings), (xv) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, that such Indebtedness is extinguished within five Business Days of incurrence, (xvi) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent they are permitted to remain unfunded under applicable law, (xvii) Indebtedness incurred pursuant to the Working Capital Facility, (xviii) Non-Recourse Debt, (xix) Exit Financing Indebtedness in an aggregate principal amount not to exceed $2.7 billion, and (xx) additional Indebtedness of the Company and the Restricted Subsidiaries in an aggregate principal amount not to exceed $100.0 million at any one time outstanding.

          “Permitted Investments” means (i) Investments by the Company or any Restricted Subsidiary in (A) any Restricted Subsidiary (whether existing on the Effective Date or created thereafter) or (B) any other Person (including by means of any transfer of cash or other property) if as a result of such Investment such Person shall become a Restricted Subsidiary or such Person is merged, consolidated or amalgamated with or into or transfers substantially all of its assets to, or is liquidated into, the Company or a Restricted Subsidiary, (ii) Investments in the Company by any Restricted Subsidiary, (iii) cash and Cash Equivalents, (iv) Investments existing on the Effective Date, (v) loans or advances to employees and officers of the Company and the Restricted Subsidiaries (including for travel expenses and similar expenses incurred on behalf of the Company or any of the Restricted Subsidiaries) in the ordinary course of business, (vi) accounts receivable created or acquired in the ordinary course of business, (vii) Currency Agreements and Interest Rate Agreements entered into in the ordinary course of the Company’s

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or the Restricted Subsidiaries’ businesses and otherwise in compliance with this Indenture, (viii) Investments received in compromise or resolution of any litigation, arbitration or other dispute with any Person who is not an Affiliate of the Company or any Subsidiary, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such Person, (ix) guarantees by the Company or any Restricted Subsidiary of Indebtedness otherwise permitted to be incurred by the Company or the Restricted Subsidiaries under this Indenture, (x) any Investment by the Company or a Wholly Owned Subsidiary of the Company in a Securitization Entity or any Investment by a Securitization Entity in any other Person in connection with a Qualified Securitization Transaction; provided, that any Investment in a Securitization Entity is in the form of a Purchase Money Note or an equity interest, (xi) any transaction to the extent it constitutes an Investment that is permitted by, and made in accordance with, clause (b) of Section 4.11 (other than transactions described in clause (b)(v) of such clause), (xii) Investments the payment for which consists exclusively of Qualified Capital Stock of the Company, (xiii) Investments received by the Company or the Restricted Subsidiaries as consideration for asset sales, including Asset Sales; provided, that in the case of an Asset Sale, such Asset Sale is effected in compliance with Section 4.16, (xiv) the creation of Liens on the assets of the Company or any of the Restricted Subsidiaries in compliance with Section 4.18, (xv) endorsements of negotiable instruments and similar obligations in the ordinary course of business, (xvi) Investments in joint ventures of up to $50.0 million at any one time outstanding, (xvii) repurchases of the Notes or the Exit Financing Notes, and (xviii) additional Investments having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (xviii) that are at that time outstanding, not to exceed 10% of Total Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value).

          “Permitted Liens” means the following types of Liens:

     (i) Liens for taxes, assessments, duties or governmental charges or claims either (a) not delinquent or (b) contested in good faith by appropriate proceedings and as to which the Company or the Restricted Subsidiaries shall have set aside on its books such reserves as may be required pursuant to GAAP;

     (ii) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, suppliers, vendors, materialmen, repairmen and other Liens imposed by law incurred in the ordinary course of business for sums not yet delinquent or being contested in good faith, if such reserve or other appropriate provision, if any, as shall be required by GAAP shall have been made in respect thereof;

     (iii) Liens incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security, including any Lien securing letters of credit issued in the ordinary course of business consistent with past practice in connection therewith, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, tenders, leases, government contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money);

     (iv) judgment Liens not giving rise to an Event of Default;

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     (v) survey exceptions, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines, and other similar purposes, zoning restrictions and other similar charges or encumbrances in respect of real property or Liens incidental to the conduct of the business of the Company or any Restricted Subsidiary or to the ownership of their respective properties, in each case not interfering in any material respect with the ordinary conduct of the business of the Company or any of the Restricted Subsidiaries;

     (vi) any interest or title of a lessor under any Capitalized Lease Obligation;

     (vii) purchase money Liens to finance the acquisition of property or assets of the Company or any Restricted Subsidiary acquired in the ordinary course of business; provided, however, that (A) the related purchase money Indebtedness shall not exceed the cost of such property or assets and shall not be secured by any property or assets of the Company or any Restricted Subsidiary other than the property and assets so acquired and (B) the Lien securing such Indebtedness shall be created within 90 days of such acquisition;

     (viii) Liens upon specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment, or storage of such inventory or other goods;

     (ix) Liens securing reimbursement obligations with respect to commercial letters of credit which encumber documents and other property relating to such letters of credit and products and proceeds thereof;

     (x) Liens encumbering deposits made to secure obligations arising from statutory, regulatory, contractual, or warranty requirements of the Company or any of the Restricted Subsidiaries, including rights of offset and set-off;

     (xi) Liens securing Interest Rate Obligations which Interest Rate Obligations relate to Indebtedness that is otherwise permitted under this Indenture;

     (xii) Liens securing Indebtedness under Currency Agreements;

     (xiii) Liens securing Acquired Indebtedness that is permitted under clause (vii) of the definition of Permitted Indebtedness;

     (xiv) Liens incurred in the ordinary course of business of the Company or any Restricted Subsidiary with respect to obligations that do not in the aggregate exceed $[25.0] million at any one time outstanding;

     (xv) Liens on assets transferred to a Securitization Entity or on assets of a Securitization Entity, in either case incurred in connection with a Qualified Securitization Transaction;

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     (xvi) leases or subleases granted to others that do not materially interfere with the ordinary course of business of the Company and the Restricted Subsidiaries;

     (xvii) Liens arising from filing Uniform Commercial Code financing statements regarding operating leases;

     (xviii) Liens on property at the time the Company or a Restricted Subsidiary acquired the property, including any acquisition by means of a merger or consolidation with or into the Company or any Restricted Subsidiary; provided, that such Liens may not extend to any other property owned by the Company or any Restricted Subsidiary;

     (xix) Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing to the Company or any Restricted Subsidiary;

     (xx) Liens on property or shares of Capital Stock of any Person at the time such Person becomes a Subsidiary; provided, that such Liens may not extend to any other property owned by the Company or any Restricted Subsidiary;

     (xxi) Liens incurred by a Subsidiary to secure Non-Recourse Debt incurred pursuant to clause (xviii) of the definition of “Permitted Indebtedness”; provided, that such Lien does not extend to any asset or property of the Company or any other Subsidiary that is a Restricted Subsidiary;

     (xxii) Liens securing the Working Capital Facility;

     (xxiii) Liens securing Exit Financing Indebtedness (and any guarantees by the Company or any Subsidiary thereof); and

     (xxiv) Liens existing on the Effective Date, together with any Liens securing Indebtedness incurred in reliance on clause (xiii) of the definition of Permitted Indebtedness in order to refinance the Indebtedness secured by Liens existing on the Effective Date; provided, that the Liens securing any Refinancing Indebtedness shall not extend to property other than that pledged under the Liens securing the Indebtedness being refinanced.

          “Person” means an individual, partnership, corporation, company, limited liability company, unincorporated organization, trust or joint venture, or any Governmental Authority.

          “Physical Notes” has the meaning provided in Section 2.01.

          “Plan” has the meaning provided in the recitals hereto.

          “Plan of Liquidation” means, with respect to any Person, a plan that provides for or contemplates, or the effectuation of which is preceded or accompanied by (whether or not substantially contemporaneously, in phases or otherwise) (i) the sale, lease, conveyance or other disposition of all or substantially all of the assets of such Person otherwise than as an entirety or substantially as an entirety and (ii) the distribution of all or substantially all of the proceeds of

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such sale, lease, conveyance or other disposition and all or substantially all of the remaining assets of such Person to holders of Capital Stock of such Person.

          “PMI” means NRG Power Marketing Inc., a Delaware corporation.

          “Preferred Stock” of any Person means any Capital Stock of such Person the rights with respect to which are preferential to the rights of any other Capital Stock of such Person with respect to dividends or redemptions or upon liquidation.

          “principal” of any Indebtedness (including the Notes) means the principal amount of such Indebtedness plus the premium, if any, on such Indebtedness.

          “Productive Assets” means assets (including Capital Stock) of a kind used or usable in the businesses of the Company and the Restricted Subsidiaries permitted by Section 4.21.

          “Purchase Money Note” means a promissory note of a Securitization Entity evidencing a line of credit, which may be irrevocable, from the Company or any Subsidiary of the Company in connection with a Qualified Securitization Transaction to a Securitization Entity, which note shall be repaid from cash available to the Securitization Entity, other than amounts required to be established as reserves pursuant to agreements, amounts paid to investors in respect of interest, principal and other amounts owing to such investors and amounts paid in connection with the purchase of newly generated receivables or newly acquired equipment.

          “Qualified Capital Stock” means any stock that is not Disqualified Capital Stock.

          “Qualified Investment” means any purchase of, or other investment in, Productive Assets.

          “Qualified Securitization Transaction” means any transaction or series of transactions that may be entered into by the Company or any of its Subsidiaries pursuant to which the Company or any or its Subsidiaries may sell, convey or otherwise transfer to (a) a Securitization Entity (in the case of a transfer by the Company or any of its Subsidiaries) and (b) any other Person (in the case of a transfer by a Securitization Entity), or may grant a security interest in, any accounts receivable or equipment (whether now existing or arising or acquired in the future) of the Company or any of its Subsidiaries, and any assets related thereto including all collateral securing such accounts receivable and equipment, all contracts and contract rights and all guarantees or other obligations in respect of such accounts receivable and equipment, proceeds of such accounts receivable and equipment and other assets (including contract rights) which are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving accounts receivable and equipment.

          “Record Date” means the Record Dates specified in the Notes, whether or not a Legal Holiday.

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          “Redemption Date” when used with respect to any Note to be redeemed, means the date fixed for such redemption pursuant to this Indenture and the Notes.

          “Redemption Price” when used with respect to any Note to be redeemed, means the price fixed for such redemption pursuant to this Indenture and the Notes.

          “Reference Date” has the meaning provided in Section 4.10.

          “Refinancing Indebtedness” has the meaning provided in clause (xiii) of the definition of Permitted Indebtedness.

          “Refunding Capital Stock” has the meaning provided in Section 4.10.

          “Registrable Common Stock” means any of the Company’s common stock owned by the Equity Holders from time to time; provided, that a share of the Company’s common stock will cease to be Registrable Common Stock when (i) a registration statement covering such Registrable Common Stock has been declared effective or (ii) such Registrable Common Stock has been Transferred to a Person who is not (and does not become as a result of such Transfer) an Equity Holder.

          “Registrar” has the meaning provided in Section 2.03.

          “Registration Rights Agreement” means that certain Registration Rights Agreement, dated as of         , 2003, by and among the Company and those Persons signatory thereto, as amended, restated or modified from time to time.

          “Reorganization Proceedings” means reorganization proceedings conducted under Title 11 of the United States Code, as amended from time to time.

          “Required Premiums” has the meaning provided in clause (xiv) of the definition of Permitted Indebtedness.

          “Restricted Investment” means an Investment other than a Permitted Investment.

          “Restricted Payment” has the meaning provided in Section 4.10.

          “Restricted Subsidiary” means any Subsidiary of the Company which at the time of determination is not an Unrestricted Subsidiary.

          “Retired Capital Stock” shall have the meaning provided in Section 4.10.

          “S&P” means Standard & Poor’s Corporation and its successors.

          “Securities Act” means, the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

          “Securitization Entity” means a Wholly Owned Subsidiary of the Company (or another Person in which the Company or any Subsidiary of the Company makes an Investment

20

and to which the Company or any Subsidiary of the Company transfers accounts receivable or equipment and related assets) which engages in no activities other than in connection with the financing of accounts receivable or equipment and which is designated by the Board of Directors of the Company (as provided below) as a Securitization Entity (a) no portion of the Indebtedness or any other Obligations (contingent or otherwise) of which (i) is guaranteed by the Company or any Subsidiary of the Company (excluding guarantees of Obligations (other than the principal of, and interest on, Indebtedness)) pursuant to Standard Securitization Undertakings, (ii) is recourse to or obligates the Company or any Subsidiary of the Company in any way other than pursuant to Standard Securitization Undertakings or (iii) subjects any property or asset of the Company or any Subsidiary of the Company, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings, (b) with which neither the Company nor any Subsidiary of the Company has any material contract, agreement, arrangement or understanding other than on terms no less favorable to the Company or such Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of the Company, other than fees payable in the ordinary course of business in connection with servicing receivables of such entity, and (c) to which neither the Company nor any Subsidiary of the Company has any obligation to maintain or preserve such entity’s financial condition or cause such entity to achieve certain levels of operating results. Any such designation by the Board of Directors of the Company shall be evidenced to the Trustee by filing with the Trustee a certified copy of the resolution of the Board of Directors of the Company giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the foregoing conditions.

          “Significant Subsidiary” means any Restricted Subsidiary that would be a “Significant Subsidiary” of the Company within the meaning of Rule 1-02 under Regulation S-X promulgated by the Commission.

          “Standard Securitization Undertakings” means representations, warranties, covenants and indemnities entered into by the Company or any Subsidiary of the Company which are reasonably customary in an accounts receivable or equipment securitization transaction.

          “Subordinated Obligation” means any Indebtedness of the Company (whether outstanding on the Effective Date or thereafter incurred) which is subordinate or junior in right of payment to the Notes.

          “Subsidiary” means, with respect to any Person, (i) any corporation of which the outstanding Capital Stock having at least a majority of the votes entitled to be cast in the election of directors under ordinary circumstances shall at the time be beneficially owned, directly or indirectly, by such Person or (ii) any other Person of which at least a majority of the voting interest under ordinary circumstances is at the time, directly or indirectly, beneficially owned by such Person.

          “Suspended Covenants” has the meaning set forth in Section 4.19.

          “TIA” means the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb), as amended, as in effect on the date of this Indenture, except as otherwise provided in Section 9.03.

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          “Total Assets” means the total consolidated assets of the Company and its Restricted Subsidiaries, as set forth on the Company’s most recent consolidated balance sheet.

          “Transaction Date” means, with respect to any transaction giving rise to the need to calculate the Consolidated Fixed Charge Coverage Ratio, the date on which such transaction is consummated.

          “Transfer” means any transfer, sale, assignment, pledge, hypothecation or other disposition of any interest. “Transferor” and “Transferee” have correlative meanings.

          “Trust Officer” means any officer of the Trustee assigned by the Trustee to administer this Indenture, or in the case of a successor trustee, an officer assigned to the department, division or group performing the corporation trust work of such successor and assigned to administer this Indenture.

          “Trustee” means the party named as such in this Indenture until a successor replaces it in accordance with the provisions of this Indenture and thereafter means such successor.

          “Unrestricted Subsidiary” means (i) any Subsidiary of the Company that at the time of determination shall be or continue to be designated an Unrestricted Subsidiary by the Board of Directors of the Company in the manner provided below and (ii) any Subsidiary of an Unrestricted Subsidiary. The Board of Directors of the Company may designate any Subsidiary (including any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary owns any Capital Stock of, or owns or holds any Lien on any property of, the Company or any other Subsidiary of the Company that is not a Subsidiary of the Subsidiary to be so designated; provided, that (x) the Company certifies to the Trustee that such designation complies with Section 4.10 and (y) each Subsidiary to be so designated and each of its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Company or any of the Restricted Subsidiaries. If a Subsidiary that the Board of Directors of the Company has designated an Unrestricted Subsidiary subsequently acquires any Capital Stock of, or Lien on any property of, the Company or any of its Subsidiaries that is not a Subsidiary of such Subsidiary, such Subsidiary shall be considered a Restricted Subsidiary for purposes of this Indenture without any further action by the Board of Directors of the Company. The Board of Directors of the Company may designate any Unrestricted Subsidiary to be a Restricted Subsidiary only if (x) immediately after giving effect to such designation, the Company is able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) in compliance with Section 4.12 and (y) immediately before and immediately after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing. Any such designation by the Board of Directors of the Company shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the foregoing provisions.

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          “U.S. Government Obligations” means direct obligations of, and obligations guaranteed by, the United States of America for the payment of which the full faith and credit of the United States of America is pledged.

          “U.S. Legal Tender” means such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts.

          “Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing (a) the then outstanding aggregate principal amount of such Indebtedness into (b) the sum of the total of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payment of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) which will elapse between such date and the making of such payment.

          “Wholly Owned Subsidiary” of any Person means any Subsidiary of such Person of which all the outstanding voting securities (other than directors’ qualifying shares or an immaterial amount of shares required to be owned by other Persons pursuant to applicable law) are beneficially owned by such Person or any Wholly Owned Subsidiary of such Person.

          “Wholly Owned Restricted Subsidiary” of any Person means any Restricted Subsidiary of such Person of which all the outstanding voting securities (other than directors’ qualifying shares or an immaterial amount of shares required to be owned by other Persons pursuant to applicable law) are beneficially owned by such Person or any Wholly Owned Restricted Subsidiary of such Person.

          “Working Capital Facility” means a credit facility (other than the Exit Facility) in an aggregate principal amount of up to $500.0 million to be obtained by the Company on commercially reasonable terms to be used as a letter of credit and working capital facility.

          “Xcel” means Xcel Energy Inc., a Minnesota corporation.

          “Xcel Note” means that certain promissory note made by the Company in favor of Xcel in an initial principal amount of $10.0 million and issued pursuant to the terms and conditions of the Plan.

          SECTION 1.02. Incorporation by Reference of TIA.

          Whenever this Indenture refers to a provision of the TIA, such provision is incorporated by reference in, and made a part of, this Indenture. The following TIA terms used in this Indenture have the following meanings:

          “indenture securities” means the Notes.

          “indenture security holder” means a Holder or a Noteholder.

          “indenture to be qualified” means this Indenture.

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          “indenture trustee” or “institutional trustee” means the Trustee.

          “obligor” on the indenture securities means the Company or any other obligor on the Notes.

          All other TIA terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by a Commission rule and not otherwise defined herein have the meanings assigned to them therein.

          SECTION 1.03. Rules of Construction.

          Unless the context otherwise requires:

     (1) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

     (2) “or” is not exclusive;

     (3) words in the singular include the plural, and words in the plural include the singular;

     (4) “herein,” “hereof” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision; and

     (5) the words “include,” “includes,” and “including” shall be deemed to be followed by the phrase “without limitation”.

ARTICLE TWO

THE NOTES

          SECTION 2.01. Form and Dating.

          The Notes (and the Trustee’s certificate of authentication with respect thereto) shall be substantially in the form of Exhibit A attached hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or depository rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its issuance and shall show the date of its authentication.

          The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby.

          One or more permanent global Notes in registered form, substantially in the form set forth in Exhibit A attached hereto (the “Global Note”), having the legends set forth in Section 2.15, may be issued by the Company. Otherwise, Notes hereunder may be issued (and in

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the case of any Noteholder that is a 10% Equity Holder, shall be issued) in the form of certificated Notes in registered form substantially in the form set forth in Exhibit A, without the legend set forth in Section 2.15(b) and (except for any such issuance to a Noteholder that is a 10% Equity Holder) without the legend set forth in Section 2.15(a) (“Physical Notes”).

          SECTION 2.02. Execution and Authentication; Aggregate Principal Amount.

          Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Notes for the Company by manual or facsimile signature.

          If an Officer or Assistant Secretary whose signature is on a Note was an Officer or Assistant Secretary at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note shall nevertheless be valid.

          A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture.

          The Trustee shall authenticate Notes for original issue in the aggregate principal amount not to exceed $500.0 million upon written orders of the Company in the form of an Officers’ Certificate. The Officers’ Certificate shall specify the amount of Notes to be authenticated, the date on which the Notes are to be authenticated and the aggregate principal amount of Notes outstanding on the date of authentication, and shall further specify the amount of such Notes to be issued as the Global Note or Physical Notes. The aggregate principal amount of Notes outstanding at any time may not exceed $500.0 million, except as provided in Section 2.07 or Section 1 of the Notes.

          The Trustee shall not be required to authenticate Notes if the issuance of such Notes pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Notes and this Indenture in a manner which is not reasonably acceptable to the Trustee.

          The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. An Authenticating Agent has the same rights as an Agent to deal with the Company and Affiliates of the Company.

          The Notes shall be issuable in fully registered form only, without coupons, and in denominations of whole dollar integrals.

          SECTION 2.03. Registrar, Paying Agent and Depository.

          The Company shall maintain an office or agency (which shall be located in the Borough of Manhattan in the City of New York, State of New York) where (a) Notes may be presented or surrendered for registration of transfer or for exchange (“Registrar”), (b) Notes

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may be presented or surrendered for payment (“Paying Agent”) and (c) notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Registrar shall keep a register of the Notes and of their transfer and exchange. The Company, upon prior written notice to the Trustee, may have one or more co-Registrars and one or more additional paying agents reasonably acceptable to the Trustee. The term “Paying Agent” includes any additional Paying Agent. The Company or an Affiliate of the Company may act as Paying Agent or Registrar.

          The Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which agreement shall incorporate the provisions of the TIA and implement the provisions of this Indenture that relate to such Agent. The Company shall notify the Trustee, in advance, of the name and address of any such Agent. If the Company fails to maintain a Registrar or Paying Agent, or fails to give the foregoing notice, the Trustee shall act as such.

          The Company initially appoints the Trustee as Registrar, Paying Agent and agent for service of demands and notices in connection with the Notes, until such time as the Trustee has resigned or a successor has been appointed. The Paying Agent or Registrar may resign upon 30 days notice to the Company. The Company may change the Paying Agent or Registrar without prior notice to the Holders.

          The Company initially appoints The Depository Trust Company to act as Depository with respect to the Global Notes.

          SECTION 2.04. Paying Agent To Hold Assets in Trust.

          The Company shall require each Paying Agent other than the Trustee to agree in writing that each Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all assets held by the Paying Agent for the payment of principal of, or interest on, the Notes (whether such assets have been distributed to it by the Company or any other obligor on the Notes), and the Company and the Paying Agent shall notify the Trustee of any Default by the Company (or any other obligor on the Notes) in making any such payment. The Company at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed and the Trustee may at any time during the continuance of any payment Default, upon written request to a Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed. Upon distribution to the Trustee of all assets that shall have been delivered by the Company to the Paying Agent, the Paying Agent shall have no further liability for such assets.

          SECTION 2.05. Noteholder Lists.

          The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of the Holders and shall otherwise comply with TIA Section 312(a). If the Trustee is not the Registrar, the Company shall furnish or cause the Registrar to furnish to the Trustee before each Record Date and at such other times as the Trustee may request in writing a list as of such date and in such form as the Trustee may

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reasonably require of the names and addresses of the Holders, which list may be conclusively relied upon by the Trustee and the Company shall otherwise comply with TIA Section 312(a).

          SECTION 2.06. Transfer and Exchange.

          Subject to the provisions of Section 2.16, when Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registrations of transfer and exchanges, the Company shall execute and the Trustee shall authenticate Notes at the Registrar’s or co-Registrar’s request. No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchanges or transfers pursuant to Sections 2.10, 3.06, 4.15, 4.16 or 9.05, in which event the Company shall be responsible for the payment of such taxes).

          The Registrar or co-Registrar shall not be required to register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Notes and ending at the close of business on the day of such mailing and (ii) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Note being redeemed in part.

          Any Holder of the Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Notes may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry.

          SECTION 2.07. Replacement Notes.

          If a mutilated Note is surrendered to the Trustee or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Note if the Trustee’s requirements are met. Such Holder must provide an affidavit of lost certificate and an indemnity bond or other indemnity, sufficient in the judgment of both the Company and the Trustee, to protect the Company, the Trustee or any Agent from any loss which any of them may suffer if a Note is replaced. The Company may charge such Holder for the Company’s reasonable, out-of-pocket expenses in replacing a Note, including reasonable fees and expenses of counsel. Every replacement Note shall constitute an additional obligation of the Company.

          SECTION 2.08. Outstanding Notes.

          Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except those cancelled by it, those delivered to it for cancellation and those described

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in this Section as not outstanding. Subject to the provisions of Section 2.09, a Note does not cease to be outstanding because the Company or any of its Affiliates holds the Note.

          If a Note is replaced pursuant to Section 2.07 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless the Trustee receives an Opinion of Counsel that the replaced Note is held by a bona fide purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.07.

          If on a Redemption Date or the Maturity Date the Paying Agent (if the Paying Agent is a Person other than the Company) holds U.S. Legal Tender or U.S. Government Obligations sufficient to pay all of the principal and interest due on the Notes payable on that date and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenture, then on and after that date such Notes cease to be outstanding and interest on them ceases to accrue.

          SECTION 2.09. Treasury Notes.

          In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver, consent, notice, appointment, declaration of an Event of Default or declaration or rescission of acceleration of the Notes, Notes owned by the Company or any of its Affiliates (other than Matlin Patterson) shall be considered as though they are not outstanding, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver, consent, notice, appointment, declaration or rescission, only Notes which a Trust Officer of the Trustee actually knows are so owned shall be so considered. The Company shall notify the Trustee, in writing, when it or any of its Affiliates repurchases or otherwise acquires Notes, of the aggregate principal amount of such Notes so repurchased or otherwise acquired.

          SECTION 2.10. Temporary Notes.

          Until definitive Notes are ready for delivery, the Company may prepare and the Trustee shall authenticate temporary Notes upon receipt of a written order of the Company in the form of an Officers’ Certificate. The Officers’ Certificate shall specify the amount of temporary Notes to be authenticated and the date on which the temporary Notes are to be authenticated. Temporary Notes shall be substantially in the form of definitive Notes but may have variations that the Company considers appropriate for temporary Notes. Without unreasonable delay, the Company shall prepare and the Trustee shall authenticate upon receipt of a written order of the Company pursuant to Section 2.02 definitive Notes in exchange for temporary Notes.

          SECTION 2.11. Cancellation.

          The Company at any time may deliver Notes to the Trustee for cancellation. The Registrar and the Paying Agent shall forward to the Trustee any Notes surrendered to them for transfer, exchange or payment. The Trustee, or at the direction of the Trustee, the Registrar or the Paying Agent, and no one else, shall cancel and, at the written direction of the Company, shall dispose of all Notes surrendered for transfer exchange, payment or cancellation in accordance with its customary procedures. Subject to Section 2.07, the Company may not issue new Notes to replace Notes that it has paid or delivered to the Trustee for cancellation. If the

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Company shall acquire any of the Notes, such acquisition shall not operate as a redemption or satisfaction of the Indebtedness represented by such Notes unless and until the same are surrendered to the Trustee for cancellation pursuant to this Section 2.11.

          SECTION 2.12. Defaulted Interest.

          If the Company defaults in a payment of interest, it shall pay the defaulted interest, plus (to the extent lawful) any interest payable on the defaulted interest in cash, to the Persons who are Holders on a subsequent special record date, which date shall be the fifteenth day next preceding the date fixed by the Company for the payment of defaulted interest or the next succeeding Business Day if such date is not a Business Day. At least 15 days before the subsequent special record date, the Company shall mail to each Holder, as of a recent date selected by the Company, with a copy to the Trustee, a notice that states the subsequent special record date, the payment date and the amount of defaulted interest, and interest payable on such defaulted interest, if any, to be paid.

          SECTION 2.13. CUSIP Number.

          The Company in issuing the Notes may use a “CUSIP” number, and if so, the Trustee shall use the CUSIP number in notices of redemption or exchange as a convenience to Holders; provided, that no representation is hereby deemed to be made by the Trustee as to the correctness or accuracy of the CUSIP number printed in the notice or on the Notes, and that reliance may be placed only on the other identification numbers printed on the Notes. The Company shall promptly notify the Trustee of any change in the CUSIP number.

          SECTION 2.14. Deposit of Moneys.

          Prior to 11:00 a.m. New York City time on each Interest Payment Date and on the Maturity Date, the Company shall have deposited with the Paying Agent in immediately available funds money sufficient to make cash payments, if any, due on such Interest Payment Date or Maturity Date, as the case may be, in a timely manner which permits the Paying Agent, to remit payment to the Holders on such Interest Payment Date or Maturity Date, as the case may be.

          SECTION 2.15. Global Note Legends.

          The following legends shall appear on the face of all Global Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture:

          (a) Private Placement Legend. Except as permitted by subparagraph (b) below, each Physical Note (and all Notes issued in exchange therefor or substitution thereof) issued to a 10% Equity Holder shall bear a legend in substantially the following form:

     “THIS NOTE WAS ORIGINALLY ISSUED ON       , 2003 PURSUANT TO THE JOINT PLAN OF REORGANIZATION UNDER CHAPTER 11 OF THE BANKRUPTCY CODE OF NRG ENERGY, INC. (THE “COMPANY”) AND CERTAIN OF ITS SUBSIDIARIES, DATED AS OF       , 2003 AND CONFIRMED BY THE BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF NEW

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     YORK ON       , 2003. THIS NOTE WAS ISSUED PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENT OF SECTION 5 OF THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), PROVIDED BY SECTION 1145 OF THE BANKRUPTCY CODE, 11 USC § 1145, AND HAVE NOT BEEN REGISTERED UNDER THE ACT, AND TO THE EXTENT THAT THE HOLDER OF THIS NOTE IS AN “UNDERWRITER,” AS DEFINED IN 1145(b)(1) OF THE BANKRUPTCY CODE, THIS NOTE MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER.”

          (b) Global Note Legend. Each Global Note shall bear a legend in substantially the following form:

     “THIS GLOBAL NOTE IS HELD BY THE DEPOSITORY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06 OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OR SECTION 2.16(d) OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITORY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

     UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK, (“DTC”)), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”

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          SECTION 2.16. Book-Entry Provisions for Global Security.

          (a) The Global Note initially shall (i) be registered in the name of the Depository or the nominee of such Depository, (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear legends as set forth in Section 2.15.

          Members of, or participants in, the Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository, or the Trustee as its custodian, or under the Global Note, and the Depository may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any Note.

          (b) Transfers of the Global Note shall be limited to transfers in whole, but not in part, to the Depository, its successors or their respective nominees. Interests of beneficial owners in the Global Note may be transferred or exchanged for Physical Notes in accordance with the rules and procedures of the Depository. In addition, Physical Notes shall be issued to all beneficial owners in exchange for their beneficial interests in the Global Note if (i) the Depository notifies the Company that it is unwilling or unable to continue as Depository for the Global Note or if at any time the Depository ceases to be a “clearing agency” registered under the Exchange Act and a successor depositary is not appointed by the Company within 90 days of such notice or (ii) an Event of Default has occurred and is continuing and the Registrar has received a written request from the Depository to issue Physical Notes.

          (c) In connection with any transfer or exchange of a portion of the beneficial interest in the Global Note to beneficial owners pursuant to paragraph (b), the Registrar shall (if one or more Physical Notes are to be issued) reflect on its books and records the date and a decrease in the principal amount of the Global Note in an amount equal to the principal amount of the beneficial interest in the Global Note to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Physical Notes of like tenor and amount.

          (d) In connection with the transfer of the entire Global Note to beneficial owners pursuant to paragraph (b), the Global Note shall be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depository in exchange for its beneficial interest in the Global Note, an equal aggregate principal amount of Physical Notes of authorized denominations.

          (e) The Holder of the Global Note may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes.

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ARTICLE THREE

REDEMPTION

          SECTION 3.01. Notices to Trustee.

          If the Company elects to redeem Notes pursuant to Paragraph 5 of the Notes, it shall notify the Trustee and the Paying Agent in writing of the Redemption Date and the principal amount of the Notes to be redeemed.

          The Company shall give each notice provided for in this Section 3.01 not less than 30 nor more than 60 days before the Redemption Date (unless a notice period shorter than 30 days shall be satisfactory to the Trustee, as evidenced in a writing signed on behalf of the Trustee), together with an Officers’ Certificate stating that such redemption shall comply with the conditions contained herein and in the Notes.

          SECTION 3.02. Selection of Notes To Be Redeemed.

          If fewer than all of the Notes are to be redeemed, the Trustee shall select the Notes to be redeemed (i) if the Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the Notes are listed, or (ii) if the Notes are not so listed, on a pro rata basis, by lot or in such other fair and reasonable manner chosen at the discretion of the Trustee; provided, that if any Notes are outstanding, in each case, in an aggregate principal amount equal to or less than $10,000, the Trustee shall, if the Company so requests, first redeem such Notes in full, starting with the Note having the smallest outstanding principal amount; provided, further, that if a partial redemption is made with the proceeds of an Equity Offering, selection of the Notes or portion thereof for redemption shall be made by the Trustee only on a pro rata basis, unless (x) such method is otherwise prohibited or (y) Notes are outstanding in an aggregate principal amount equal to or less than $10,000, in which case, the Trustee shall, if the Company so requests, first redeem such Notes in full, starting with the Note having the smallest outstanding principal amount. The Trustee shall make the selection from the Notes outstanding and not previously called for redemption and shall promptly notify the Company in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes in denominations of $1,000 may be redeemed only in whole with respect to any partial redemption, the Trustee may select for redemption portions equal to $1,000 or any integral multiple thereof of the principal of Notes that have denominations larger than $1,000. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption.

          SECTION 3.03. Notice of Redemption.

          At least 30 days but not more than 60 days before a Redemption Date, the Company shall mail or cause to be mailed a notice of redemption by first class mail, postage prepaid, to each Holder whose Notes are to be redeemed, at the last address for such Holder in the Registrar’s book, with a copy to the Trustee and any Paying Agent. At the Company’s

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written request, the Trustee shall give the notice of redemption in the Company’s name and at the Company’s expense.

          Each notice for redemption shall identify the Notes to be redeemed (including CUSIP numbers) and shall state:

     (1) the Redemption Date;

     (2) the Redemption Price and the amount of accrued interest, if any, to be paid;

     (3) the name and address of the Paying Agent;

     (4) the subparagraph of the Notes pursuant to which such redemption is being made;

     (5) that Notes called for redemption must be surrendered to the Paying Agent to collect the Redemption Price plus accrued interest, if any;

     (6) that, unless the Company defaults in making the redemption payment, interest on Notes called for redemption ceases to accrue on and after the Redemption Date, and the only remaining right of the Holders of such Notes is to receive payment of the Redemption Price plus accrued interest, if any, upon surrender to the Paying Agent of the Notes redeemed;

     (7) if any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after the Redemption Date, and upon surrender of such Note, a new Note or Notes in the aggregate principal amount equal to the unredeemed portion thereof will be issued; and

     (8) if fewer than all the Notes are to be redeemed, the identification of the particular Notes (or portion thereof) to be redeemed, as well as the aggregate principal amount of Notes to be redeemed and the aggregate principal amount of Notes to be outstanding after such partial redemption.

          SECTION 3.04. Effect of Notice of Redemption.

          Once notice of redemption is mailed in accordance with Section 3.03, Notes called for redemption become due and payable on the Redemption Date and at the Redemption Price plus accrued interest, if any. Upon surrender to the Trustee or Paying Agent, such Notes called for redemption shall be paid at the Redemption Price plus accrued interest to the Redemption Date, but installments of interest, the maturity of which is on or prior to the Redemption Date, shall be payable to Holders of record at the close of business on the relevant Record Dates referred to in the Notes.

          SECTION 3.05. Deposit of Redemption Price.

          On or before 11:00 a.m., New York City time, on the Redemption Date, the Company shall deposit with the Paying Agent U.S. Legal Tender sufficient to pay the

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Redemption Price plus accrued interest, if any, of all Notes to be redeemed on that date. The Paying Agent shall promptly return to the Company, upon its written request, any U.S. Legal Tender so deposited which is not required for that purpose, except with respect to monies owed as obligations to the Trustee pursuant to Article Seven.

          If the Company complies with the preceding paragraph, then, unless the Company defaults in the payment of such Redemption Price plus accrued interest, if any, interest on the Notes to be redeemed will cease to accrue on and after the applicable Redemption Date, whether or not such Notes are presented for payment.

          SECTION 3.06. Notes Redeemed in Part.

          Upon surrender of a Note that is to be redeemed in part, the Company shall execute and the Trustee shall authenticate for the Holder a new Note or Notes equal in principal amount to the unredeemed portion of the Note surrendered.

ARTICLE FOUR

COVENANTS

          SECTION 4.01. Payment of Notes.

          The Company shall pay the principal of and interest on the Notes on the dates and in the manner provided in the Notes and in this Indenture. An installment of principal of or interest on the Notes shall be considered paid in full on the date it is due if the Trustee or Paying Agent (if the Paying Agent is a Person other than the Company) holds on that date U.S. Legal Tender designated for and sufficient to pay the installment in full.

          The Company shall pay, to the extent such payments are lawful, interest on overdue principal and on overdue installments of interest (without regard to any applicable grace periods) from time to time on demand at the rate borne by the Notes plus 2.0% per annum. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

          Notwithstanding anything to the contrary contained in this Indenture, the Company may, to the extent it is required to do so by law, deduct or withhold income or other similar taxes imposed by the United States of America from principal or interest payments hereunder.

          SECTION 4.02. Maintenance of Office or Agency.

          The Company shall maintain the office or agency required under Section 2.03. The Company shall give prior written notice to the Trustee of the location, and any change in the location, of such office or agency. Notes may be presented or surrendered for registration or transfer, exchange or payment, and notices and demands to or upon the Company in respect of the Notes and this Indenture may be made or served, at the address of the Trustee set forth in Section 13.02.

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          SECTION 4.03. Corporate Existence.

          Except as otherwise permitted by Article Five and Section 4.16, the Company shall do or cause to be done, at its own cost and expense, all things necessary to preserve and keep in full force and effect its corporate existence and the corporate existence of each Restricted Subsidiary in accordance with the respective organizational documents of each such Restricted Subsidiary and the material rights (charter and statutory) and franchises of the Company and each such Restricted Subsidiary; provided, however, that neither the Company nor any such Restricted Subsidiary shall be required to preserve, with respect to itself, any material right or franchise and, with respect to any of the Restricted Subsidiaries, any such existence, material right or franchise, if the Board of Directors of the Company shall determine in good faith that the preservation thereof is no longer desirable in the conduct of the business of the Company and the Restricted Subsidiaries, taken as a whole.

          SECTION 4.04. Payment of Taxes and Other Claims.

          The Company shall pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (i) all material taxes, assessments and governmental charges (including withholding taxes and any penalties, interest and additions to taxes) levied or imposed upon it or any of its Subsidiaries or properties of it or any of its Subsidiaries and (ii) all lawful claims for labor, materials and supplies that, if unpaid, might by law become a Lien upon the property of it or any of its Subsidiaries; provided, however, that the Company shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings properly instituted and diligently conducted for which adequate reserves, to the extent required under GAAP, have been taken.

          SECTION 4.05. Maintenance of Properties and Insurance.

          (a) The Company shall, and shall cause each Restricted Subsidiary to, maintain its material properties in accordance with Good Utility Practices (subject to ordinary wear and tear) and make all necessary repairs, renewals, replacements, additions, betterments and improvements thereto and actively conduct and carry on its business; provided, however, that nothing in this Section 4.05 shall prevent the Company or any Restricted Subsidiary from discontinuing the operation and maintenance of any of its properties, if such discontinuance is, in the good faith judgment of the Company or the Restricted Subsidiary, as the case may be, desirable in the conduct of their respective businesses and is not disadvantageous in any material respect to the Holders; provided, further that nothing in this Section 4.05 shall prevent the Company or any of the Restricted Subsidiaries from discontinuing or disposing of any properties to the extent otherwise permitted by this Indenture.

          (b) The Company shall provide or cause to be provided, for itself and each of the Restricted Subsidiaries, insurance (including appropriate self-insurance) against loss or damage of the kinds that, in the good faith judgment of the Company, are adequate and appropriate for the conduct of the business of the Company and such Restricted Subsidiaries in a prudent manner, with reputable insurers or with the government of the United States of America, any state thereof or an agency or instrumentality thereof, in such amounts, with such deductibles, and

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by such methods as shall be customary, in the good faith judgment of the Company, for companies similarly situated in the industry.

          SECTION 4.06. Compliance Certificate; Notice of Default.

          (a) The Company shall deliver to the Trustee, within 120 days after the end of the Company’s fiscal year, an Officers’ Certificate, one of the signers of which shall be the principal executive officer, principal financial officer or principal accounting officer of the Company, stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s knowledge the Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall describe the Default or Event of Default and its status with particularity. The Officers’ Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year end.

          (b) The annual financial statements delivered pursuant to Section 4.08 shall be accompanied by a written report of the Company’s independent accountants (who shall be a firm of established national reputation) that in conducting their audit of such financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Article Four, Five or Six of this Indenture insofar as they relate to accounting matters or, if any such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation.

          (c) (i) If any Default or Event of Default has occurred and is continuing or (ii) if any Holder seeks to exercise any remedy hereunder with respect to a claimed Default or Event of Default under this Indenture or the Notes, the Company shall deliver to the Trustee, at its address set forth in Section 13.02 hereof, by registered or certified mail or by facsimile transmission followed by hard copy by registered or certified mail an Officers’ Certificate specifying such event, notice or other action within five Business Days of its becoming aware of such occurrence.

          SECTION 4.07. Compliance with Laws.

          The Company shall comply, and shall cause each of its Subsidiaries to comply, with all applicable statutes, rules, regulations, orders and restrictions of the United States of America, all states and municipalities thereof, and of any governmental department, commission, board, regulatory authority, bureau, agency and instrumentality of the foregoing, in respect of the conduct of their respective businesses and the ownership of their respective properties, except for such noncompliances as are not in the aggregate reasonably likely to have a material adverse effect on the financial condition or results of operations of the Company and the Restricted Subsidiaries, taken as a whole.

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          SECTION 4.08. SEC Reports.

          (a) From and after [      ], whether or not required by the rules and regulations of the Commission, so long as any Notes are outstanding, the Company will furnish to the Trustee (who will furnish to the Holders of Notes upon request) (i) all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Company were required to file such forms, and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants and (ii) all current reports that would be required to be filed with the Commission on Form 8-K if the Company were required to file such reports, in each case within the time periods specified in the Commission’s rules and regulations for a registrant that is an “accelerated filer.” In addition, from and after [      ], whether or not required by the rules and regulations of the Commission, the Company will file a copy of all such information and reports with the Commission for public availability within the time periods specified in the Commission’s rules and regulations for a registrant that is an “accelerated filer (unless the Commission will not accept such a filing) and make such information available to securities analysts and prospective investors upon request.

          (b) In addition, the Company agrees that, for so long as any Notes remain outstanding, if at any time (x) the Commission does not accept the filings provided for in Section 4.08(a) above or (y) the filings provided for in Section 4.08(a) do not contain all of the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act, it will furnish to the Trustee (who will furnish to the Holders of Notes upon request) and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. The Company will also comply with the provisions of TIA Section 314(a).

          (c) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

          SECTION 4.09. Waiver of Stay, Extension or Usury Laws.

          The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law or any usury law or other law that would prohibit or forgive the Company from paying all or any portion of the principal of or interest on the Notes as contemplated herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this Indenture; and (to the extent that it may lawfully do so) the Company hereby expressly waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

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          SECTION 4.10. Limitation on Restricted Payments.

          (a) The Company will not, and will not cause or permit any of the Restricted Subsidiaries to, directly or indirectly, (i) declare or pay any dividend or make any distribution (other than dividends or distributions payable in Qualified Capital Stock of the Company or any of the Restricted Subsidiaries or to the Company or any of the Restricted Subsidiaries or pro rata to all holders of the Capital Stock of a Subsidiary of the Company) on or in respect of shares of the Company’s or any of the Restricted Subsidiaries’ Capital Stock to holders of such Capital Stock, in their capacity as such, (ii) purchase, redeem or otherwise acquire or retire for value any Capital Stock of the Company or any of the Restricted Subsidiaries or any warrants, rights or options to purchase or acquire shares of any class of such Capital Stock, (iii) purchase, repurchase, redeem, defease or otherwise acquire or retire for value, prior to scheduled maturity, scheduled repayment or scheduled sinking fund payment, any Subordinated Obligations (other than (A) any intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries or (B) the purchase, repurchase or other acquisition of Subordinated Obligations (x) in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of purchase, repurchase or acquisition or (y) with proceeds from Refinancing Indebtedness); or (iv) make any Restricted Investment (each of the foregoing actions set forth in clauses (i), (ii), (iii) and (iv) being referred to as a “Restricted Payment”), if at the time of such Restricted Payment or immediately after giving effect thereto:

     (1) a Default or an Event of Default shall have occurred and be continuing (or would result therefrom);

     (2) the Company is not able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) in compliance with Section 4.12(a); or

     (3) the aggregate amount of Restricted Payments (excluding Restricted Payments permitted by clauses (ii), (iii), (iv), (vi), (vii) and (viii) of Section 4.10(b)) made subsequent to the Effective Date shall exceed the sum of: (v) 50% of the cumulative Consolidated Net Income (or if cumulative Consolidated Net Income shall be a loss, minus 100% of such loss) of the Company earned subsequent to the Effective Date and on or prior to the end of the most recent fiscal quarter ending prior to the date such Restricted Payment occurs (the “Reference Date”) (treating such period as a single accounting period); plus (w) 100% of the aggregate net proceeds received by the Company (including the fair market value of property other than cash) from any Person (other than a Subsidiary of the Company) from the issuance and sale subsequent to the Effective Date and on or prior to the Reference Date of Qualified Capital Stock of the Company (including Capital Stock issued upon the conversion of convertible Indebtedness or in exchange for outstanding Indebtedness); plus (x) without duplication of any amounts included in clause (3)(w) above, 100% of the aggregate net proceeds (including the fair market value of property other than cash) of any equity contribution received by the Company; plus (y) 100% of the aggregate net proceeds (including the fair market value of property other than cash) of any (i) sale or other disposition of Restricted Investments made by the Company and the Restricted Subsidiaries or (ii) dividend from, or the sale of the stock of, an Unrestricted Subsidiary, plus (z) to the extent that any

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Unrestricted Subsidiary designated as such after the date of this Indenture is redesignated as a Restricted Subsidiary, the lesser of (i) the fair market value of the Company’s Investment in such Subsidiary as of the date of such redesignation or (ii) such fair market value as of the date on which such Subsidiary was originally designated an Unrestricted Subsidiary after the date of the Indenture.

          (b) Notwithstanding the foregoing, the provisions set forth in the immediately preceding paragraph do not prohibit: (i) the payment of any dividend or the consummation of any irrevocable redemption within 60 days after the date of declaration of such dividend or notice of such redemption if the dividend or payment of the redemption price, as the case may be, would have been permitted on the date of declaration or notice; (ii) if no Event of Default shall have occurred and be continuing as a consequence thereof, the acquisition of any shares of Capital Stock of the Company (the “Retired Capital Stock”), either (1) solely in exchange for shares of Qualified Capital Stock of the Company (the “Refunding Capital Stock”), or (2) through the application of net proceeds of a substantially concurrent sale for cash (other than to a Subsidiary of the Company) of shares of Qualified Capital Stock of the Company or from the substantially concurrent contribution of common equity capital to the Company, and, in the case of subclause (1) of this clause (ii), the declaration and payment of dividends on the Refunding Capital Stock in an aggregate amount per year no greater than the aggregate amount of dividends per annum that was declarable and payable on such Retired Capital Stock immediately prior to such retirement; provided, that at the time of the declaration of any such dividends, no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof; (iii) payments for the purpose of and in an amount equal to the amount required to permit the Company to redeem or repurchase the Company’s common equity or options in respect thereof, in each case in connection with the repurchase provisions under employee stock option or stock purchase or subscription agreements, shareholders’ agreements, severance agreements, employee benefit plans or other agreements to compensate current or former management employees or directors; provided, that such redemptions or repurchases pursuant to this clause (iii) shall not exceed $[   ] million (which amount shall be increased (A) to $[   ] million upon consummation of an Initial Public Offering and (B) by the amount of any proceeds to the Company from (x) sales of Capital Stock of the Company to management employees subsequent to the Effective Date and (y) any “key-man” life insurance policies which are used to make such redemptions or repurchases) in the aggregate; provided, further, that the cancellation of Indebtedness owing to the Company from current or former officers, directors or employees of the Company or any of the Restricted Subsidiaries in connection with a repurchase of Capital Stock of the Company will not be deemed to constitute a Restricted Payment; (iv) so long as no Default or Event of Default shall have occurred and be continuing, payments, not to exceed $[   ] million in the aggregate, to holders of its Capital Stock in lieu of issuance of fractional shares of its Capital Stock; (v) if no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof, other Restricted Payments in an aggregate amount not to exceed $[  ] million; (vi) the payment of any dividend (or, in the case of any partnership or limited liability company, any similar distribution) by a Restricted Subsidiary to the holders of its Capital Stock on a pro rata basis; (vii) the declaration and payment of regularly scheduled or accrued dividends to holders of any class or series of Disqualified Capital Stock of the Company or any Restricted Subsidiary issued on or after the date of the Indenture, if, after giving effect to such declaration or payment, the Company is able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) in compliance with Section 4.12(a);

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and (viii) repurchases of Capital Stock deemed to occur upon the exercise of stock options if such Capital Stock represents a portion of the exercise price thereof. In determining the aggregate amount of Restricted Payments made subsequent to the Effective Date in accordance with clause (3) of the immediately preceding paragraph (a), amounts expended (to the extent such expenditure is in the form of cash) pursuant to clauses (i), (ii), (iii), (iv) and (v) shall be included in such calculation; provided, such expenditures pursuant to clause (iii) shall not be included to the extent of cash proceeds received by the Company from any “key man” life insurance policies and (b) amounts expended pursuant to clause (vi) shall be excluded from such calculation.

          SECTION 4.11. Limitation on Transactions with Affiliates.

          (a) The Company shall not, and shall not permit any of the Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates involving aggregate consideration in excess of $10.0 million (an “Affiliate Transaction”), other than (x) Affiliate Transactions permitted under paragraph (b) below and (y) Affiliate Transactions on terms that are not materially less favorable to the Company or such Restricted Subsidiary than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate; provided, however, that for a transaction or series of related transactions with an aggregate value of $10.0 million or more but less than $25.0 million, at the Company’s option (i) such determination shall be made in good faith by a majority of the disinterested members of the Board of the Directors of the Company or (ii) the Board of Directors of the Company and any such Restricted Subsidiary party to such Affiliate Transaction shall have received an opinion from a nationally recognized investment banking firm that such Affiliate Transaction is on terms taken as a whole that are not materially less favorable to the Company or such Restricted Subsidiary than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate; and provided, further, that for a transaction or series of related transactions with an aggregate value of $25.0 million or more, the Board of Directors of the Company and any such Restricted Subsidiary party to such Affiliate Transaction shall have received an opinion from a nationally recognized accounting, appraisal or investment banking firm that such Affiliate Transaction is on terms taken as a whole that are not materially less favorable to the Company or such Restricted Subsidiary than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate.

          (b) The restrictions of Section 4.11(a) shall not apply to (i) reasonable fees and compensation (including in the form of issuances of shares of Capital Stock of the Company or grants of stock options or similar rights pursuant to plans approved by the Board of Directors) paid to, and indemnity provided on behalf of, officers, directors, employees or consultants of the Company or any Subsidiary, in each case, in the ordinary course of business; (ii) transactions exclusively between or among the Company and any of its Restricted Subsidiaries or exclusively between or among such Restricted Subsidiaries, provided, such transactions are not otherwise prohibited by the Indenture; (iii) transactions effected as part of a Qualified Securitization Transaction; (iv) any agreement in effect as of the Effective Date or any amendment thereto or replacement thereof and any transaction contemplated thereby or permitted thereunder, so long

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as any such amendment or replacement agreement taken as a whole is not more disadvantageous to the Holders than the original agreement as in effect on the Effective Date; (v) Restricted Payments or Permitted Investments permitted by this Indenture; (vi) payments, loans or advances to employees or consultants which are approved by the Board of Directors of the Company in good faith and which are incurred in the ordinary course of business; (vii) the existence of, or the performance by the Company or any of the Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Effective Date and any similar agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by the Company or any of the Restricted Subsidiaries of obligations under, any future amendment to any such existing agreement or under any similar agreement entered into after the Effective Date shall only be permitted by this clause (vii) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the Holders of the Notes in any material respect; (viii) transactions permitted by, and complying with, the provisions of Section 5.01; (ix) transactions with customers, clients, suppliers, joint venture partners or purchasers or sellers of goods or services, in each case in the ordinary course of business (including pursuant to joint venture agreements) and otherwise in compliance with the terms of the Indenture which are fair to the Company or the Restricted Subsidiaries, in the reasonable determination of the Board of Directors of the Company or the senior management thereof, or are on terms taken as a whole that are not materially less favorable to the Company or such Restricted Subsidiary as might reasonably have been obtained at such time from an unaffiliated party; (x) any repurchase, redemption or other retirement of Capital Stock of the Company held by employees of the Company or any of its Subsidiaries at a price not in excess of the fair market value thereof and approved by the Board of Directors; (xi) transactions between or among the Company and any of its Subsidiaries or between or among such Subsidiaries and relating, without limitation, to operating and maintenance agreements, agreements to provide power marketing services (whether as principal or agent), or other intercompany services agreements; (xii) transactions with a Person (other than an Unrestricted Subsidiary) that is an Affiliate of the Company solely because the Company owns, directly or through such Restricted Subsidiary, Capital Stock in, or controls, such Person; (xiii) any issuance of Capital Stock (other than Disqualified Capital Stock) of the Company to Affiliates of the Company; and (xiv) any agreement to do any of the foregoing.

          SECTION 4.12. Limitation on Incurrence of Additional Indebtedness.

          (a) The Company shall not, and shall not permit any of the Restricted Subsidiaries to, directly or indirectly, create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (other than Permitted Indebtedness); provided, however, that if no Default or Event of Default shall have occurred and be continuing at the time or as a consequence of the incurrence of any such Indebtedness, the Company may incur Indebtedness if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least [      ] to 1.²

² To discuss adjustments to ratio as credit rating on Exit Financing Notes improves.

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          (b) For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term Indebtedness, or first committed, in the case of revolving credit Indebtedness; provided, that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-dominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-dominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced. Notwithstanding any other provision of this covenant, the maximum amount of Indebtedness that the Company may incur pursuant to this covenant shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies (including for purposes of determination of any basket amount in any clause of the definition of “Permitted Indebtedness” and, provided, that the full amount of any revolving credit facility shall be deemed to have been incurred on the date such facility is established and not on the date of any draws on such facility). The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such Refinancing Indebtedness is denominated that is in effect on the date of such refinancing.

          (c) For purposes of determining compliance with, and the outstanding principal amount of a particular Indebtedness incurred pursuant to and in compliance with, this Section 4.12, in the event such Indebtedness meets the criteria on the date on which it was incurred of more than one of the types of Indebtedness described in clauses (i) through (xx) of the definition of “Permitted Indebtedness” or described in Section 4.12(a), the Company may, in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 4.12 and, in its sole discretion, may later reclassify such item of Indebtedness into any one or more of the categories of Permitted Indebtedness described in clauses (i) through (xx) of the definition thereof or in Section 4.12(a) (provided, that at the time of reclassification such Indebtedness meets the criteria in such category or categories).

          (d) Accrual of interest, dividends or accreted value will not be deemed to be an incurrence of Indebtedness for purposes of this Section 4.12. For purposes of this Section 4.12, the amount of any Indebtedness outstanding as of any date of determination shall be (x) the accreted value of any Indebtedness in the case of any Indebtedness issued with original issue discount and (y) the principal amount or liquidation preference thereof, in the case of any other Indebtedness.

          SECTION 4.13. Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries.

          The Company will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions on or in respect of its Capital Stock, (b) make

42

loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary or (c) transfer any of its property or assets to the Company or any other Restricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of:

(1)	applicable law, rule, regulation or order of any Governmental Authority;
(2)	the Indenture or any agreement or instrument governing the Exit Financing Indebtedness;
(3)	non-assignment provisions of any contract or any lease entered into in the ordinary course of business;
(4)	any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired;
(5)	agreements existing on the Effective Date;
(6)	restrictions on the transfer of assets subject to any Lien permitted under the Indenture imposed by the holder of such Lien;
(7)	restrictions imposed by any agreement to sell assets or Capital Stock permitted under the Indenture to any Person pending the closing of such sale;
(8)	any agreement or instrument governing Capital Stock of any Person that is acquired (other than (A) Indebtedness incurred as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary or was acquired by the Company and (B) any such agreement or instrument entered into in contemplation of such acquisition);
(9)	Indebtedness or other contractual requirements of a Securitization Entity in connection with a Qualified Securitization Transaction; provided, that such restrictions apply only to such Securitization Entity;
(10)	any agreement or instrument governing any other Indebtedness permitted to be incurred subsequent to the Effective Date pursuant to the provisions of clauses (ix), (xiii), (xvii), (xviii), (xix) and (xx) of the definition of “Permitted Indebtedness”; provided, that any such restrictions are ordinary and customary with respect to the type of Indebtedness being incurred (under the relevant circumstances);
(11)	provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Capital Stock or any Person other than on a pro rata basis;

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     (12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

     (13) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into with the approval of the Company’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; and

     (14) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (13) above; provided, that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company, no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

          SECTION 4.14. Intentionally Omitted.

          SECTION 4.15. Change of Control.

          (a) Upon the occurrence of a Change of Control, the Company shall make an offer to purchase all outstanding Notes pursuant to the offer described in paragraph (b) below (the “Change of Control Offer”) at a purchase price equal to 101% of the principal amount thereof plus accrued interest, if any, to the date of purchase.

          (b) Within 45 days following the date upon which the Change of Control occurred (the “Change of Control Date”), the Company shall send, by first class mail, a notice to each Holder, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer. The notice to the Holders shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Change of Control Offer. Such notice shall state:

     (1) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered and not withdrawn will be accepted for payment;

     (2) the purchase price (including the amount of accrued interest) and the purchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law) (the “Change of Control Payment Date”);

     (3) that any Note not tendered will continue to accrue interest;

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     (4) that, unless the Company defaults in making payment therefor, any Note accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date;

     (5) that Holders electing to have a Note purchased pursuant to a Change of Control Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date;

     (6) that Holders will be entitled to withdraw their election in whole or in part if the Paying Agent receives, not later than five Business Days prior to the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the Holder delivered for purchase, a statement that such Holder is withdrawing his election to have such Notes purchased and the principal amount of the Notes as to which the Holder is withdrawing such election;

     (7) that Holders whose Notes are purchased only in part will be issued new Notes in a principal amount equal to the unpurchased portion of the Notes surrendered; provided, that the portion of each Note purchased in part shall be in an amount of $1,000 or integral multiples thereof; and

     (8) the circumstances and relevant facts regarding such Change of Control.

          On or before the Change of Control Payment Date, the Company shall (i) accept for payment Notes or portions thereof tendered pursuant to the Change of Control Offer and not withdrawn, (ii) deposit with the Paying Agent U.S. Legal Tender sufficient to pay the purchase price plus accrued interest, if any, of all Notes or portions thereof so tendered and (iii) deliver to the Trustee Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of the Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to the Holders of Notes so accepted payment in an amount equal to the purchase price plus accrued interest, if any, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book entry) to such Holders new Notes equal in principal amount to any unpurchased portion of the Notes surrendered. Any Notes not so accepted shall be promptly mailed by the Company to the Holder thereof. For purposes of this Section 4.15, the Trustee shall act as the Paying Agent.

          Any amounts remaining after the purchase of Notes pursuant to a Change of Control Offer shall be returned by the Trustee to the Company.

          The Company shall not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer in the manner, at the time and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company, and purchases all Notes validly tendered and not withdrawn under such Change of Control in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer or (ii) notice of redemption has been given pursuant to Section 3.01 hereof.

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          The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent the provisions of any securities laws or regulations conflict with the provisions under this Section 4.15, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.15 by virtue thereof.

          SECTION 4.16. Limitation on Asset Sales.

          (a) The Company shall not, and shall not permit any of the Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of (as determined in good faith by the Company’s Board of Directors), (ii) at least 60% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be cash or Cash Equivalents; provided, that the amount of (a) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet) of the Company or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of any such assets, (b) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 90 days (to the extent of the cash received), and (c) Productive Assets shall be deemed to be cash for the purposes of this clause (ii) or for purposes of the second paragraph of this covenant, and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 547 days of receipt thereof either (A) to reinvest in or acquire Productive Assets, (B) to repay any Indebtedness (other than payments made on any revolving credit facility Indebtedness where the underlying commitment is not permanently reduced) that was secured by the assets sold in such Asset Sale, (C) to make a capital expenditure, or (D) a combination of prepayment, repurchase and investment permitted by the foregoing clauses (iii)(A), (iii)(B) and (iii)(C); provided, that the amount of the Net Cash Proceeds relating to such Asset Sale that the Company must apply pursuant to this clause (iii) shall be reduced, dollar for dollar, by the amount of any Qualified Investment made by the Company at any time during the 180 day period prior to the consummation of such Asset Sale except to the extent such Qualified Investment was made using Net Cash Proceeds from a prior Asset Sale pursuant to the foregoing clause (iii)(A). Pending the final application of any such Net Cash Proceeds, the Company or such Restricted Subsidiary may temporarily reduce Indebtedness under a revolving credit facility, if any, or otherwise invest such Net Cash Proceeds in (i) Cash Equivalents or (ii) a manner that is not prohibited by the instrument governing such revolving credit facility. On the 548th day after an Asset Sale or such earlier date, if any, as the Board of Directors of the Company or of such Restricted Subsidiary determines not to apply the Net Cash Proceeds (as reduced by any Qualified Investment) relating to such Asset Sale as set forth in clauses (iii)(A), (iii)(B) or (iii)(C) of the next preceding sentence (each, except as otherwise provided in the following paragraph, a “Net Proceeds Offer Trigger Date”), such aggregate amount of Net Cash Proceeds which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses (iii)(A), (iii)(B) and (iii)(C) of the next preceding sentence (each a “Net Proceeds Offer Amount”) shall be applied by the Company or

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such Restricted Subsidiary to make an offer to purchase (the “Net Proceeds Offer”) on a date (the “Net Proceeds Offer Payment Date”) not less than 30 nor more than 45 days following the applicable Net Proceeds Offer Trigger Date, from all Holders on a pro rata basis that amount of Notes equal to the Net Proceeds Offer Amount at a price equal to 100% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest thereon, if any, to the date of purchase; provided, however, that if at any time any non-cash consideration received by the Company or any Restricted Subsidiary, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be applied in accordance with this covenant.

          Notwithstanding the foregoing, if a Net Proceeds Offer Amount is less than $50.0 million, the application of the Net Cash Proceeds constituting such Net Proceeds Offer Amount to a Net Proceeds Offer may be deferred until such time as such Net Proceeds Offer Amount plus the aggregate amount of all Net Proceeds Offer Amounts arising from all subsequent Asset Sales by the Company and the Restricted Subsidiaries aggregates at least $50.0 million, at which time the Company or such Restricted Subsidiary shall apply all Net Cash Proceeds constituting all Net Proceeds Offer Amounts that have been so deferred to make a Net Proceeds Offer (in which case, the first date on which the aggregate of all such deferred Net Proceeds Offer Amounts is equal to $50.0 million or more shall be deemed to be a “Net Proceeds Offer Trigger Date”).

          Upon receiving notice of the Net Proceeds Offer, Holders may elect to tender their Notes in whole, or in part in integral multiples of $1,000, in exchange for cash. To the extent Holders properly tender Notes in an amount exceeding the Net Proceeds Offer Amount, Notes of tendering Holders will be purchased on a pro rata basis (based on amounts tendered). A Net Proceeds Offer shall remain open for a period of 20 Business Days or such longer period as may be required by law. To the extent that the aggregate amount of Notes tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amount, the Company may use any remaining Net Proceeds Offer Amount for general corporate purposes. Upon completion of any such Net Proceeds Offer, the Net Proceeds Offer Amount shall be reset at zero.

          (b) Subject to the deferral of the Net Proceeds Offer Trigger Date contained in the second paragraph of subsection (a) above, each notice of a Net Proceeds Offer pursuant to this Section 4.16 shall be mailed or caused to be mailed, by first class mail, by the Company not more than 25 days after the Net Proceeds Offer Trigger Date to all Holders at their last registered addresses as of a date within 15 days of the mailing of such notice, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Net Proceeds Offer and shall state the following terms:

     (1) that the Net Proceeds Offer is being made pursuant to Section 4.16 of this Indenture and that all Notes tendered will be accepted for payment; provided, however, that if the aggregate principal amount of Notes tendered in a Net Proceeds Offer plus accrued interest at the expiration of such offer exceeds the Net Proceeds Offer Amount, the Company shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Company so that only Notes, or portions of Notes in denominations of $1,000 or multiples thereof, shall be purchased);

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provided, that the Company may first purchase any Notes that are tendered that have a principal amount of $10,000 or less;

     (2) the purchase price (including the amount of accrued interest) and the purchase date (which shall be 20 Business Days from the date of mailing of notice of such Net Proceeds Offer, or such longer period as required by law) (the “Proceeds Purchase Date”);

     (3) that any Note not tendered will continue to accrue interest;

     (4) that, unless the Company defaults in making payment therefore, any Note accepted for payment pursuant to the Net Proceeds Offer shall cease to accrue interest after the Proceeds Purchase Date;

     (5) that Holders electing to have a Note purchased pursuant to a Net Proceeds Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Proceeds Purchase Date;

     (6) that Holders will be entitled to withdraw their election in whole or in part if the Paying Agent receives, not later than five Business Days prior to the Proceeds Purchase Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the Holder delivered for purchase, a statement that such Holder is withdrawing his election to have such Note purchased and the principal amount of the Notes as to which the Holder is withdrawing such election; and

     (7) that Holders whose Notes are purchased only in part will be issued new Notes in a principal amount equal to the unpurchased portion of the Notes surrendered; provided, that the portion of each Note purchased in part shall be in an amount of $1,000 or integral multiples thereof.

          On or before the Proceeds Purchase Date, the Company shall (i) accept for payme