<PAGE>
                                                            Exhibit 10.8.10


                               Via Facsimile
                                     
                              August 2, 1996

Attn:     Louis Iaconetti
Telephone No.: 212/238-5387
Facsimile No.:      212/238-5461

Subject:  Swap Transaction between NRG Generating (Newark) Cogeneration
          Inc. ("Newark") and NRG Generating (Parlin) Cogeneration Inc.
          ("Parlin") and Credit Suisse, New York Branch ("Credit Suisse")

Dear Sirs:

The purpose of this telecopy agreement (this "Confirmation") is to confirm
the terms and conditions of the Transaction entered into between us on the
Trade Date specified below (the "Transaction").  This confirmation
constitutes a "Confirmation" as referred to in the Agreement specified
below.

1.   This  confirmation supplements, forms part of, and is subject to, the
     1992 ISDA Master Agreement dated as of August 2, 1996 as amended and
     supplemented from time to time (the "Agreement"), between you and us.
     All provisions contained in the Agreement govern this Confirmation
     except as expressly modified below.

     Party A and Party B each represents to the other that it has entered
     into this Transaction in reliance upon such tax, accounting,
     regulatory, legal and financial advice as it deems necessary and not
     upon any view expressed by the other except as expressly set forth in
     the Agreement.

     Party A and Party B expressly acknowledge that, in reliance upon the
     other party's entering into the Transaction evidenced by this
     Confirmation, each party has made (or refrained from making) other
     material actions.

     In this Confirmation, "Party A" means Credit Suisse and "Party B"
     means Newark and Parlin.

2.   The terms of the particular Swap Transaction to which this
     Confirmation relates are as follows:

Notional Amount:    USD 77,500,000, subject to amortization as set out in
                    Appendix A attached hereto

Trade Date:         2 August 1996

Effective Date:     6 August 1996

Termination Date:   23 May 2011, subject to adjustment in accordance  with
                    the Modified Following Business Day Convention


<PAGE>

Fixed Amount:

     Fixed Rate Payer    Party B
     
     Fixed Rate Payer
     Payment Dates:      The  last  day  of  March,  June,  September,  and
                         December,  commencing on the last day of September
                         1996  and  ending on the last day of  March  2011,
                         inclusive,  thereafter on 23 May 2011, subject  to
                         adjustment   in  accordance  with   the   Modified
                         Following Business Day Convention.
     
     Fixed Rate:         6.90%
     
     Fixed Rate Day Count
     Fraction:           Actual 360
     
     Compounding:        Inapplicable
     
Floating Amounts:

     Floating Rate Payer:     Party A
     
     Floating Rate Payer Payment
     Date:               The  last  day  of  March,  June,  September,  and
                         December,  commencing on the last day of September
                         1996  and  ending on the last day of  March  2011,
                         inclusive,  thereafter on 23 May 2011, subject  to
                         adjustment   in  accordance  with   the   Modified
                         Following Business Day Convention.
     
     Floating Rate for initial
     Calculation Period: 5,49141%
     
     Floating Rate Option:    USD-LIBOR-BBA: provided.





                         (i)  in  respect  of the first Calculation  Period
                              the Designated Maturity shall be 2 months;
                         
                         (ii) the  rate  for  the final Calculation  Period
                              shall  be  determined by Linear Interpolation
                              of  the rate for 1 month and the rate  for  2
                              month.

Designated Maturity:     3 months (except as noted above)

     Spread:             None

     Floating Rate Day
     Count Fraction:     Actual/360

     Reset Dates:        The first day of each Calculation Period

     Compounding:        Inapplicable

     Business Days:      New York

     Calculation Agent:  Party A


<PAGE>

3.  Account Details:

     Payments to Party A Credit Suisse
                    Loan Department
                    One Liberty Plaza
                    165 Broadway
                    New York, New York 10006
                    Acct No. 904996-02
                    (Loan Department Clearing Account)
                    Ref.: NRG Newark Parlin Swap
                    ABA No. 026009179

Payment to Party B  Holder: NRG Generating (Newark) Cogeneration, Inc.
               
                    Bank:  Norwest Bank Minnesota N.A.
                    Acct. No.  6355 03 7096
                    ABA No.  091 000 019

Please  confirm  that the foregoing correctly set forth the  terms  of  our
agreement by signing and returning this Confirmation to us via facsimile at
212/238-5461.


                    Yours sincerely,

                    CREDIT SUISSE

                    By:  /s/ Louis Iaconetti
                         LOUIS D. IACONETTI
                         ASSOCIATE



                    By:  /s/ Steven Dowe
                         STEVEN DOWE
                         ASSOCIATE

Accepted and confirmed as of the Trade Date:

NRG Generating (Newark) Cogeneration, Inc.

By:/s/ Leonard Bluhm

Name:  Leonard A. Bluhm
Title: President

NRG Generating (Parlin) Cogeneration, Inc.

By:/s/ Leonard Bluhm

Name:  Leonard A. Bluhm
Title: President

<PAGE>
                                     
                                APPENDIX A
                             TO A TRANSACTION
                                  BETWEEN
                NRG GENERATING (NEWARK) COGENERATION, INC.
                                    and
                NRG GENERATING (PARLIN) COGENERATION, INC.
                                    and
                      CREDIT SUISSE, NEW YORK BRANCH

Period up to, but excluding
the Fixed and Floating Rate
Payer Payment Date Scheduled       Notional Amount
to occur on:                       Outstanding (USD):

30-Sep-96                          77,500,000
31-Dec-96                          76,511,875
31-Mar-97                          75,523,750
30-Jun-97                          74,574,375
30-Sep-97                          73,625,000
31-Dec-97                          72,675,625
31-Mar-98                          71,726,250
30-June-98                         70,660,625
30-Sep-98                          69,595,000
31-Dec-98                          68,529,375
31-Mar-99                          67,463,750
30-Jun-99                          66,262,500
30-Sep-99                          65,061,250
31-Dec-99                          63,860,000
31-Mar-2000                        62,658,750
30-Jun-2000                        61,583,438
29-Sep-2000                        60,508,125
29-Dec-2000                        59,432,813
30-Mar-2001                        58,357,500
29-Jun-2001                        57,049,688
28-Sep-2001                        55,741,875
31-Dec-2001                        54,434,063
29-Mar-2002                        53,126,250
28 Jun-2002                        51,760,313
30-Sep-2002                        50,394,375
31-Dec-2002                        49,028,438
31-Mar-2003                        47,662,500
30-Jun-2003                        46,500,000
30-Sep-2003                        45,337,500
31-Dec-2003                        44,175,000

<PAGE>

Period up to, but excluding
the Fixed and Floating Rate
Payer Payment Date Scheduled       Notional Amount
to occur on:                       Outstanding (USD):

31-Mar-2004                        43,012,500
30-Jun-2004                        41,879,063
30-Sep-2004                        40,745,625
31-Dec-2004                        39,612,188
31-Mar-2005                        38,478,750
30-Jun-2005                        37,296,875
30-Sep-2005                        36,115,000
30-Dec-2005                        34,933,125
31-Mar-2006                        33,751,250
30-Jun-2006                        32,637,188
29-Sep-2006                        31,523,125
29-Dec-2006                        30,409,063
30-Mar-2007                        29,295,000
29-Jun-2007                        27,958,125
28-Sep-2007                        26,621,250
31-Dec-2007                        25,284,375
31-Mar-2008                        23,947,500
30-Jun-2008                        22,504,063
30-Sep-2008                        21,060,625
31-Dec-2008                        19,617,188
31-Mar-2009                        18,173,750
30-Jun-2009                        16,720,625
30-Sept-2009                       15,267,500
31-Dec-2009                        13,814,375
31-Mar-2010                        12,361,250
30-Jun-2010                        10,946,875
30-Sep-2010                         9,532,500
31-Dec-2010                         7,149,375
31-Mar-2011                         4,766,250
23-May-2011                         2,383,125











/bhs

<PAGE>

(Multicurrency-Cross Border)


                                   ISDAr
               International Swap Dealers Association, Inc.
                                     
                             MASTER AGREEMENT
                                     
                        dated as of August 2, 1996

Credit  Suisse,  New York Branch and NRG Generating (Newark)  Cogeneration,
Inc.,  and  NRG Generating (Parlin) Cogeneration, Inc. have entered  and/or
anticipate  entering into one or more transactions (each  a  "Transaction")
that  are or will be governed by this Master Agreement, which includes  the
schedule  (the "Schedule"), and the documents and other confirming evidence
(each  a  "Confirmation")  exchanged between the parties  confirming  those
Transactions.

Accordingly, the parties agree as follows: --

1.   Interpretation

(a)  Definitions.  The terms defined in Section 14 and in the Schedule will
have  the  meanings  therein  specified for  the  purpose  of  this  Master
Agreement.

(b)   Inconsistency.   In  the  event  of  any  inconsistency  between  the
provisions  of  the  Schedule  and  the other  provisions  of  this  Master
Agreement,  the  Schedule will prevail.  In the event of any  inconsistency
between  the  provisions  of  any Confirmation and  this  Master  Agreement
(including the Schedule), such confirmation will prevail for the purpose of
the relevant Transaction.

(c)   Single  Agreement.  All Transactions are entered into in reliance  on
the  fact  that this Master Agreement and all Confirmations form  a  single
agreement   between  the  parties  (collectively  referred   to   as   this
"Agreement"),  and  the  parties  would  not  otherwise  enter   into   any
Transactions.

2.   Obligations

(a)  General Conditions.

     (i)   Each party will make each payment or delivery specified in  each
     confirmation to be made by it, subject to the other provisions of this
     Agreement.
     
     (ii)  Payments under this Agreement will be made on the due  date  for
     value  on  that  date  in the place of the account  specified  in  the
     relevant  Confirmation  or otherwise pursuant to  this  Agreement,  in
     freely transferable funds and in the manner customary for payments  in
     the  required  currency.  Where settlement is by  delivery  (that  is,
     other than by payment), such delivery will be made for receipt on  the
     due  date  in the manner customary for the relevant obligation  unless
     otherwise specified in the relevant confirmation or elsewhere in  this
     Agreement.
     
     (iii)      Each  obligation  of each party under  Section  2(a)(I)  is
     subject  to  (1) the condition precedent that no Event of  Default  or
     Potential  Event  of  Default with respect  to  the  other  party  has
     occurred and is continuing, (2) the condition precedent that no  Early
     Termination  Date in respect of the relevant Transaction has  occurred
     or been effectively designated and (3) each other applicable condition
     precedent specified in this Agreement.
     
<PAGE>

(b)   Change of Account.  Either party may change its account for receiving
a  payment  or delivery by giving notice to the other party at  least  five
Local Business Days prior to the scheduled date for the payment or delivery
to which such change applies unless such other party gives timely notice of
a reasonable objection to such change.

(c)  Netting.  If on any date amounts would otherwise be payable: --

     (i)  in the same currency; and
     
     (ii) in respect of the same Transaction.

By  each party to the other, then, on such date, each party's obligation to
make  payment  of  any  such  amount will be  automatically  satisfied  and
discharged  and,  if  the aggregate amount that would otherwise  have  been
payable by one party exceeds the aggregate amount that would otherwise have
been  payable by the other party, replaced by an obligation upon the  party
by  whom the larger aggregate amount would have been payable to pay to  the
other  party  the  excess of the larger aggregate amount over  the  smaller
aggregate amount.

The  parties may elect in respect of two or more Transactions  that  a  net
amount  will  be determined in respect of all amounts payable on  the  same
date  in  the same currency in respect of such Transactions, regardless  of
whether  such amounts are payable in respect of the same Transaction.   The
election  may be made in the Schedule or a Confirmation by specifying  that
subparagraph  (ii) above will not apply to the Transactions  identified  as
being  subject to the election, together with the starting date  (in  which
case  subparagraph  (ii) above will not, or will cease to,  apply  to  such
Transactions  from  such date).  This election may be made  separately  for
different groups of Transactions and will apply separately to each  pairing
of  Offices  through  which  the  parties  make  and  receive  payments  or
deliveries.

(d)  Deduction or Withholding for Tax.

     (i)  Gross-Up.  All payments under this Agreement will be made without
     any  deduction or withholding for or on account of any Tax unless such
     deduction  or  withholding  is required  by  any  applicable  law,  as
     modified  by  the  practice  of  any  relevant  governmental   revenue
     authority,  then in effect.  If a party is so required  to  deduct  or
     withhold, then that party ("X") will: --

          (1)  promptly notify the other party ("Y") of such requirement;
          
          (2)  pay to the relevant authorities the full amount required  to
          be deducted or withheld (including the full amount required to be
          deducted or withheld from any additional amount paid by  X  to  Y
          under this Section 2(d)) promptly upon the earlier of determining
          that  such  deduction  or withholding is  required  or  receiving
          notice that such amount has been assessed against Y;
          
          (3)   promptly forward to Y an official receipt (or  a  certified
          copy),  or  other  documentation  reasonably  acceptable  to   Y,
          evidencing such payment to such authorities; and
          
          (4)   if  such Tax is an Indemnifiable Tax, pay to Y, in addition
          to  the  payment  to  which Y is otherwise  entitled  under  this
          Agreement, such additional amount as is necessary to ensure  that
          the  net  amount  actually  received by  Y  (free  and  clear  of
          Indemnifiable Taxes, whether assessed against X or Y) will  equal
          the  full  amount Y would have received had no such deduction  or
          withholding been required. However, X will not be required to pay
          any  additional amount to Y to the extent that it  would  not  be
          required to be paid but for -
          
               (A)   the  failure  by  Y  to comply  with  or  perform  any
               agreement contained in Section 4(a)(I), 4(a)(iii)  or  4(d);
               or
               
               (B)   the failure of a representation made by Y pursuant  to
               Section  3(f)  to be accurate and true unless  such  failure
               would  not have occurred but for (I) any action taken  by  a
               taxing  authority,  or  brought  in  a  court  of  competent
               jurisdiction, on or after the date on which a Transaction is
               entered into (regardless of whether such action is taken  or
               brought with respect to a party to this Agreement) or (II) a
               Change in Tax Law.

                               2

<PAGE>

     (ii) Liability.  If: --

          (1)   X  is  required by any applicable law, as modified  by  the
          practice of any relevant governmental revenue authority, to  make
          any  deduction or withholding in respect of which X would not  be
          required  to  pay  an  additional  amount  to  Y  under   Section
          2(d)(i)(4);
          
          (2)  X does not so deduct or withhold; and
          
          (3)   a  liability  resulting from such Tax is assessed  directly
          against X.

     then,  except  to  the extent Y has satisfied or  then  satisfies  the
     liability resulting from such Tax, Y will promptly pay to X the amount
     of  such liability (including any related liability for interest,  but
     including any related liability for penalties only if Y has failed  to
     comply  with  or  perform any agreement contained in Section  4(a)(i),
     4(a)(iii) or 4(d).

(e)   Default  Interest:   Other  Amounts.   Prior  to  the  occurrence  or
effective  designation  of an Early Termination  Date  in  respect  of  the
relevant  Transaction,  a party that defaults in  the  performance  of  any
payment  obligation  will, to the extent permitted by law  and  subject  to
Section  6(c),  be  required  to pay interest  (before  as  well  as  after
judgment)  on the overdue amount to the other party on demand in  the  same
currency  as  such overdue amount, for the period from (and including)  the
original  due  date  for  payment to (but excluding)  the  date  of  actual
payment,  at  the  Default Rate.  Such interest will be calculated  on  the
basis  of  daily  compounding and the actual number of days  elapsed.   If,
prior  to  the occurrence or effective designation of an Early  Termination
Date  in  respect  of  the relevant Transaction, a party  defaults  in  the
performance of any obligation required to be settled by delivery,  it  will
compensate the other party on demand if and to the extent provided  for  in
the relevant Confirmation or elsewhere in this Agreement.

3.   Representations

Each  party  represents to the other party (which representations  will  be
deemed to be repeated by each party on each date on which a Transaction  is
entered  into and, in the case of the representations in Section  3(f),  at
all times until the termination of this Agreement) that: --

(a)  Basic Representations.

     (i). Status.  It is duly organized and validly existing under the laws
     of  the  jurisdiction  of its organization or  incorporation  and,  if
     relevant under such laws, in good standing:
     
     (ii) Powers.  It has the power to execute this Agreement and any other
     documentation relating to this Agreement to which it is  a  party,  to
     deliver  this Agreement and any other documentation relating  to  this
     Agreement  that  it is required by this Agreement to  deliver  and  to
     perform  its  obligations under this Agreement and any obligations  it
     has  under any Credit Support Document to which it is a party and  has
     taken  all necessary action to authorize such execution, delivery  and
     performance;

     (iii)      No  validation or Conflict..  Such execution, delivery  and
     performance do not violate or conflict with any law applicable to  it,
     any  provision of its constitutional documents, any order or  judgment
     of  any court or other agency of government applicable to it or any of
     its  assets or any contractual restriction binding on or affecting  it
     or any of its assets;

     (iv)  Consents.  All governmental and other consents that are required
     to  have  been  obtained by it with respect to this Agreement  or  any
     Credit Support document to which it is a party have been obtained  and
     are  in  full force and effect and all conditions of any such consents
     have been complied with and;
     
     (v)   Obligations Binding.  Its obligations under this  Agreement  and
     any  Credit  Support  Document to which it is a party  constitute  its
     legal,  valid and binding obligations, enforceable in accordance  with
     their    respective   terms   (subject   to   applicable   bankruptcy,
     reorganization,  insolvency,  moratorium  or  similar  laws  affecting
     creditors'  rights  generally and subject, as  to  enforceability,  to
     equitable  principles  of general application (regardless  of  whether
     enforcement is sought in a proceeding in equity or at law)).

                               3

<PAGE>

(b)  Absence of Certain Events.  No Event of Default or Potential Event  of
Default  or,  to its knowledge, Termination Event with respect  to  it  has
occurred and is continuing and no such event or circumstance would occur as
a  result  of  its entering into or performing its obligations  under  this
Agreement or any Credit Support Document to which it is a party.

(c)   Absence  of  Litigation.  There is not pending or, to its  knowledge,
threatened  against  it  or  any of its Affiliates,  any  action,  suit  or
proceeding  at law or in equity or before any court, tribunal, governmental
body,  agency  or official or any arbitrator that is likely to  affect  the
legality,  validity or enforceability against it of this Agreement  or  any
Credit  Support Document to which it is a party or its ability  to  perform
its obligations under this Agreement or such Credit Support Documents.

(d)  Accuracy of Specified Information.  All applicable information that is
furnished  in  writing  by or on behalf of it to the  other  party  and  is
identified for the purpose of this Section 3(d) in the Schedule is,  as  of
the  date of the information, true, accurate and complete in every material
respect.

(e)   Payer  Tax  Representation.   Each representation  specified  in  the
Schedule  as  being  made by it for the purpose of  this  Section  3(e)  is
accurate and true.

(f)   Payer  Tax  Representations.  Each representation  specified  in  the
Schedule  as  being  made by it for the purpose of  this  Section  3(f)  is
accurate and true.

4.   Agreements

Each party with the other that, so long as either party has or may have any
obligation  under  this Agreement or under any Credit Support  Document  to
which it is a party: --

(a)  Furnish Specified Information.  It will deliver to the other party or,
in  certain  cases  under subparagraph (iii) below, to such  government  or
taxing authority as the other party reasonably directs: --

     (i)   any  forms,  documents  or  certificates  relating  to  taxation
     specified in the Schedule or any Confirmation;
     
     (ii)   any   other  documents  specified  in  the  Schedule   or   any
     Confirmation; and
     
     (iii)      upon  reasonable demand by such other party,  any  form  or
     document  that may be required or reasonably requested in  writing  in
     order to allow such other party or its Credit Support Provider to make
     a  payment  under  this  Agreement or any  applicable  Credit  Support
     Document without any deduction or withholding for or on account of any
     Tax  or with such deduction or withholding at a reduced rate (so  long
     as  the  completion, execution or submission of such form or  document
     would not materially prejudice the legal or commercial position of the
     party in receipt of such demand), with any such form or document to be
     accurate  and  completed in a manner reasonably satisfactory  to  such
     other party and to be executed and to be delivered with any reasonably
     required certification.

In each case by the date specified in the Schedule or such Confirmation or,
if none is specified, as soon as reasonably practicable.

(b)   Maintain  Authorizations.   It will use  all  reasonable  efforts  to
maintain in full force and effect all consents of any governmental or other
authority  that  are  required to be obtained by it with  respect  to  this
Agreement  or any Credit Support Document to which it is a party  and  will
use  all reasonable efforts to obtain any that may become necessary in  the
future.

(c)   Comply with Laws.  It will comply in all material respects  with  all
applicable  laws  and orders to which it may be subject if  failure  so  to
comply would materially impair its ability to perform its obligations under
this Agreement or any Credit Support Document to which it is a party.

(d)  Tax Agreement.  It will give notice of any failure of a representation
made  by  it  under  Section 3(f) to be accurate  and  true  promptly  upon
learning of such failure.

(e)   Payment of Stamp Tax.  Subject to Section 11, it will pay  any  Stamp
Tax levied or imposed upon it or in respect of its execution or performance
of this Agreement by a jurisdiction in which it is incorporated,

                               4

<PAGE>

organized,  managed and controlled, or considered to have its seat,  or  in
which a branch or office through which it is acting for the purpose of this
Agreement  is  located ("Stamp Tax Jurisdiction") and  will  indemnify  the
other party against any Stamp Tax levied or imposed upon the other party or
in  respect of the other party's execution or performance of this Agreement
by  any  such  Stamp  Tax  Jurisdiction which  is  not  also  a  Stamp  Tax
Jurisdiction with respect to the other party.

5.   Events of Default and Termination Events

(a)  Events of Default.  The occurrence at any time with respect to a party
or,  if  applicable,  any Credit Support Provider  of  such  party  or  any
Specified  Entity of such party of any of the following events  constitutes
an event of default (an "Event of Default") with respect to each party: --

     (i)   Failure to Pay or Deliver.  Failure by the party to  make,  when
     due,  any  payment  under  this Agreement or  delivery  under  Section
     2(a)(I)  or  2(e)  required to be made by it if such  failure  is  not
     remedied  on  or before the third Local Business Day after  notice  of
     such failure is given to the party;
     
     (ii)  Breach  of  Agreement.  Failure by the party to comply  with  or
     perform any agreement or obligation (other than an obligation to  make
     any payment under this Agreement or delivery under Section 2(a)(i)  or
     2(e)  or  to  give notice of a Termination Event or any  agreement  or
     obligation  under Section 4(a)(I), 4(a)(ii) or 4(d))  to  be  complied
     with  or  performed by the party in accordance with this Agreement  if
     such  failure  is  not remedied on or before the thirtieth  day  after
     notice of such failure is given to the party'
     
     (iii)     Credit Support Default.

          (1)   Failure by the party or any Credit Support Provider of such
          party to comply with or perform any agreement or obligation to be
          complied  with or performed by it in accordance with  any  Credit
          Support  Document  if  such  failure  is  continuing  after   any
          applicable grace period has elapsed;
          
          (2)   the  expiration  or  termination  of  such  Credit  Support
          Document  or  the  failing  or ceasing  of  such  Credit  Support
          Document to be in full force and effect for the purpose  of  this
          Agreement  (in  either  case other than in  accordance  with  its
          terms) prior to the satisfaction of all obligations of such party
          under  each  Transaction  to which such Credit  Support  Document
          relates without the written consent of the other party; or
          
          (3)   the  party  or  such  Credit Support  Provider  disaffirms,
          disclaims,  repudiates  or rejects,  in  whole  or  in  part,  or
          challenges the validity of, such Credit Support document;

     (iv) Misrepresentation.  A representation (other than a representation
     under Section 3(e) or (f) made or repeated or deemed to have been made
     or  repeated by the party or any Credit Support Provider of such party
     in  this Agreement or any Credit Support Document proves to have  been
     incorrect or misleading in any material respect when made or  repeated
     or deemed to have been made or repeated;
     
     (v)   Default  under  Specified Transaction.  The  party,  any  Credit
     Support  Provider of such party or any applicable Specified Entity  of
     such  party  (1)  defaults under a Specified  Transaction  and,  after
     giving  effect  to any applicable notice requirement or grade  period,
     there  occurs a liquidation of, an acceleration of obligations  under,
     or  an early termination of, that Specified Transaction, (2) defaults,
     after  giving  effect  to any applicable notice requirement  or  grace
     period,  in  making any payment or delivery due on the  last  payment,
     delivery or exchange date of, or any payment on early termination  of,
     a  Specified Transaction (or such default continues for at least three
     Local  Business Days if there able source requirement or grace period)
     or  (3) disaffirms, disclaims, repudiates or rejects, in whole  or  in
     part,  a Specified Transaction (or such action is taken by any  person
     or entity appointed or empowered to operate it or act on its behalf);
     
     (vi)  Cross Default.  If "Cross Default" is specified in the  Schedule
     as  applying  to  the  party, the occurrence or  existence  of  (1)  a
     default,  event  of  default  or other  similar  conditions  or  event
     (however
     
                               5

<PAGE>
     
     described)  in respect of such party, any Credit Support  Provider  of
     such party or any applicable Specified Entity of such party under  one
     or  more  agreements or instruments relating to Specified Indebtedness
     of  any  of them (individually or collectively) in an aggregate amount
     of  not less than the applicable Threshold Amount (as specified in the
     Schedule)  which has resulted in such Specified Indebtedness becoming,
     or  becoming  capable at such time of being declared, due and  payable
     under  such agreements or instruments, before it would otherwise  have
     been  due  and  payable or (2) a default by such  party,  such  Credit
     Support   Provider   or   such  Specified  Entity   (individually   or
     collectively) in making one or more payments on the due  date  thereof
     in  an  aggregate  amount  of not less than the  applicable  Threshold
     Amount  under such agreements or instruments (after giving  effect  to
     any applicable notice requirement or grace period;

     (vii)     Bankruptcy.  The party, any Credit Support Provider of  such
     party or any applicable Specified Entity of such party: --

          (1)  is  dissolved  (other  than  pursuant  to  a  consolidation,
          amalgamation  or merger); (2) becomes insolvent or is  unable  to
          pay  its  debts  or  fails  or admits in  writing  its  inability
          generally  to  pay  its debts as they become  due;  (3)  makes  a
          general  assignment, arrangement or composition with or  for  the
          benefit  of  its  creditors;  (4) institutes  or  has  instituted
          against  it  a  proceeding seeking a judgment  of  insolvency  or
          bankruptcy or any other relief under any bankruptcy or insolvency
          law  or  other  similar  law affecting creditors'  rights,  or  a
          petition is presented for its winding-up or liquidation, and,  in
          the  case  of  any  such  proceeding or  petition  instituted  or
          presented against it, such proceeding or petition (A) results  in
          a  judgment of insolvency or bankruptcy or the entry of an  order
          for  relief  or  the   making of an order for its  winding-up  or
          liquidation  or  (B)  is  not dismissed,  discharged,  stayed  or
          restrained  in  each  case within 30 days of the  institution  or
          presentation thereof; (5) has a resolution passed for its winding-
          up, official management or liquidation (other than pursuant to  a
          consolidation,  amalgamation or merger);  (6)  seeks  or  becomes
          subject  to  the  appointment  of an  administrator,  provisional
          liquidator,  conservator, receiver, trustee, custodian  or  other
          similar  official  for  it or for all or  substantially  all  its
          assets;  (7)  has  a  secured party take  possession  of  all  or
          substantially  all  its  assets or  has  a  distress,  execution,
          attachment, sequestration or other legal process levied, enforced
          or  sued  on  or against all or substantially all its assets  and
          such  secured party maintains possession, or any such process  is
          not  dismissed, discharged, stayed or restrained,  in  each  case
          within 30 days thereafter; (8) causes or is subject to any  event
          with  respect  to  it  which, under the applicable  laws  of  any
          jurisdiction,  has  an  analogous effect to  any  of  the  events
          specified  in  clauses (1) to (7) (inclusive); or (9)  takes  any
          action  in furtherance of, or indicating its consent to, approval
          of, or acquiescence in, any of the foregoing acts; or

     (viii)     Merger Without Assumption.  The party or any Credit Support
     Provider  of  such party consolidates or amalgamates with,  or  merges
     with  or  into, or transfers all or substantially all its  assets  to,
     another  entity and, at the time of such consolidation,  amalgamation,
     merger or transfer: --

          (1)   the  resulting,  surviving or transferee  entity  fails  to
          assume  all the obligations of such party or such Credit  Support
          Provider  under this Agreement or any Credit Support Document  to
          which  it or its predecessor was a party by operation of  law  or
          pursuant  to  an agreement reasonably satisfactory to  the  other
          party to this Agreement; or
          
          (2)   the benefits of any Credit Support Document fail to  extend
          (without  the  consent of the other party) to the performance  by
          such resulting, surviving or transferee entity of its obligations
          under this Agreement.

(b)   Termination  Events.  The occurrence at any time with  respect  to  a
party  or, if applicable, any Credit Support Provider of such party or  any
Specified Entity of such party of any event specified below constitutes  an
Illegality  if  the event is specified in (i) below , a Tax  Event  if  the
event is specified in (ii) below or a Tax Event Upon Merger if the event is
specified  in  (iii)  below, and, if specified to be applicable,  a  Credit
Event

                               6

<PAGE>

upon  Merger  if  the  event is specified pursuant  to  (iv)  below  or  an
Additional  Termination  Event if the event is specified  pursuant  to  (v)
below: --

     (i)   Illegality.   Due  to the adoption of, or  any  change  in,  any
     applicable law after the date on which a Transaction is entered  into,
     or due to the promulgation of, or any change in, the interpretation by
     any   court,   tribunal   or  regulatory  authority   with   competent
     jurisdiction  of  any  applicable law  after  such  date,  it  becomes
     unlawful  (other than as a result of a breach by the party of  Section
     4(b)) for such party (which will be the Affected Party): --

          (1)   to perform any absolute or contingent obligation to make  a
          payment  or  delivery  or  to receive a payment  or  delivery  in
          respect  of such Transaction or to comply with any other material
          provision of this Agreement relating to such Transaction; or
          
          (2)  to perform, or for any Credit Support Provider of such party
          to  perform, any contingent or other obligation which  the  party
          (or  such  Credit Support Provider) has under any Credit  Support
          Document relating to such Transaction;

     (ii) Tax Event.  Due to (x) any action taken by a taxing authority, or
     brought in a court of competent jurisdiction, on or after the  ate  on
     which a Transaction is entered into (regardless of whether such action
     is  taken or brought with respect to a party to this Agreement) or (y)
     a  Change  in  Tax  Law, the party (which will be the Affected  Party)
     will,  or there is a substantial likelihood that it will, on the  next
     succeeding Scheduled Payment Date (1) be required to pay to the  other
     party  an  additional amount in respect of an Indemnifiable Tax  under
     Section 2(d)(I)(4) (except in respect of interest  under Section 2(e),
     6(d)(ii) or (2) receive a payment from which an amount is required  to
     be  deducted or withheld for or on account of a Tax (except in respect
     of  interest  under Section 2(e), 6(d)(ii) or 6(e)) and no  additional
     amount  is  required to be paid in respect of such Tax  under  Section
     2(d)(I)(4) (other than by reason of Section 2(d)(I)(4)(A) or (B));
     
     (iii)     Tax Event Upon Merger.  The party (the "Burdened Party")  on
     the next succeeding Scheduled Payment Date will either (1) be required
     to  pay an additional amount in respect of an Indemnifiable Tax  under
     Section 2(d)(I)(4) (except in respect of interest under Section  2(e),
     6(d)(ii)  or  6(e) or (2) receive a payment from which an  amount  has
     been  deducted or withheld for or on account of any Indemnifiable  Tax
     in  respect  of  which  the other party is  not  required  to  pay  an
     additional  amount (other than by reason of Section  2(d)(I)(4)(A)  or
     (B)),  in  either  case  as  a  result of  a  party  consolidating  or
     amalgamating  with,  or merging with or into, or transferring  all  or
     substantially  all its assets to, another entity (which  will  be  the
     Affected  Party)  where  such  action does  not  constitute  an  event
     described in Section 5(a)(viii);

     (iv)  Credit  Event  Upon Merger.  If "Credit Event  Upon  Merger"  is
     specified in the Schedule as applying to the party, such party  ("X"),
     any Credit Support Provider of X or any applicable Specified entity of
     X  consolidates  or  amalgamates with, or  merges  with  or  into,  or
     transfers  all or substantially all its assets to, another entity  and
     such  action  does  not  constitute  an  event  described  in  Section
     5(a)(viii)  but  the creditworthiness of the resulting,  surviving  or
     transferee  entry  is materially weaker than that of  X,  such  Credit
     Support  Provider  or  such Specified Entity,  as  the  case  may  be,
     immediately  prior  to  such action (and, in  such  event,  X  or  its
     successor or transferee, as appropriate, will be the Affected  Party);
     or
     
     (v)   Additional  Termination Event.  If any  "Additional  Termination
     Event"  is  specified in the Schedule or any Confirmation as applying,
     the  occurrence of such event (and, in such event, the Affected  Party
     or  Affected  Parties  shall  be  as  specified  for  such  Additional
     Termination Event in the Schedule or such Confirmation.)

(c)   Event  of Default and Illegality.  If an event or circumstance  which
would  otherwise  constitute  or give rise to  an  Event  of  Default  also
constitutes an Illegality, it will be treated as an Illegality and will not
constitute an Event of Default.

                               7

<PAGE>

6.   Early Termination

(a)   Right  to Terminate Following Event of Default.  If at  any  time  an
Event  of  Default  with  respect to a party (the "Defaulting  Party")  has
occurred  and  is  then  continuing, the other party  (the  "Non-defaulting
Party")  may,  by  not  more than 20 days notice to  the  Defaulting  Party
specifying the relevant Event of Default, designate a day not earlier  than
the day such notice is effective as an Early Termination Date in respect of
all  outstanding Transactions.  If, however, "Automatic Early  Termination"
is  specified  in  the  Schedule as applying to  a  party,  then  an  Early
Termination  Date  in  respect of all outstanding Transactions  will  occur
immediately upon the occurrence with respect to such party of an  Event  of
Default specified in Section 5(a)(vii)(1), (3), (5), (6) or, to the  extent
analogous  thereto,  (8),  and  as of the time  immediately  preceding  the
institution of the relevant proceeding or the presentation of the  relevant
petition  upon  the occurrence with respect to such party of  an  Event  of
Default  specified  in  Section 5(a)(vii)(4) or, to  the  extent  analogous
thereto.  (8).

(b)  Right to Terminate following Termination Event

     (i)   Notice.  If a Termination Event occurs, an Affected Party  will,
     promptly upon becoming aware of it, notify the other party, specifying
     the nature of that Termination Event and each Affected Transaction and
     will also give such other information about that Termination Event  as
     the other party may reasonably require.

     (ii)  Transfer  to Avoid Termination Event.  If either  an  Illegality
     under  Section 5(b)(I)(1) or a Tax Event occurs and there is only  one
     Affected  Party, or if a Tax Event Upon Merger occurs and the Burdened
     Party  is  the Affected Party, the Affected Party will, as a condition
     to  its  right  to designate an Early Termination Date  under  Section
     6(b)(iv),  use  all reasonable efforts (which will  not  require  such
     party  to incur a loss, excluding immaterial, incidental expenses)  to
     transfer  within  20 days after it gives notice under Section  6(b)(i)
     all  its rights and obligations under this Agreement in respect of the
     Affected Transactions to another of its Offices or Affiliates so  that
     such Termination Event ceases to exist.

     If the Affected Party is not able to make such a transfer it will give
     notice  to  the other party to that effect within such 20 day  period,
     whereupon  the other party may effect such a transfer within  30  days
     after the notice is given under Section 6(b)(i).

     Any  such  transfer  by a party under this Section  6(b)(ii)  will  be
     subject to and conditional upon the prior written consent of the other
     party,  which  consent  will not be withheld  if  such  other  party's
     policies  in  effect  at  such time would  permit  it  to  enter  into
     transactions with the transferee on the terms proposed.

     (iii)      Two  Affected  Parties.   If an  illegality  under  Section
     5(b)(i)(1)  or a Tax Event occurs and there are two Affected  Parties,
     each  party will use all reasonable efforts to reach agreement  within
     30  days after notice thereof is given under Section 6(b)(i) on action
     to avoid that Termination Event.
     
     (iv) Right to Terminate.  If: --

          (1)   a  transfer  under Section 6(b)(ii) or an  agreement  under
          Section 6(b)(iii), as the case may be, has not been effected with
          respect  to  all Affected Transactions within 30  days  after  an
          Affected Party gives notice under Section 6(b)(i); or
          
          (2)   an Illegality under Section 5(b)(i)(2), a Credit Event Upon
          Merger or an Additional Termination Event occurs, or a Tax  Event
          Upon  Merger  occurs and the Burdened Party is not  the  Affected
          Party.

     Either  party in the case of an Illegality, the Burdened Party in  the
     case  of a Tax Event Upon Merger, any Affected Party in the case of  a
     Tax Event or an Additional Termination Event if there is more than one
     Affected  Party, or the party which is not the Affected Party  in  the
     case  of a Credit Event Upon Merger or an Additional Termination Event
     if  there  is  only one Affected Party may, by not more than  20  days
     notice  to  the other party and provided that the relevant Termination
     Event is then
     
                               8

<PAGE>
     
     continuing,  designate a day not earlier than the day such  notice  is
     effective  as  an  Early Termination Date in respect of  all  Affected
     Transactions.

(c)  Effect of Designation.

     (i)   If  notice designating an Early Termination Date is given  under
     Section 6(a) or (b), the Early Termination Date will occur on the date
     so  designated,  whether  or  not the relevant  Event  of  Default  or
     Termination Event is then continuing.
     
     (ii)  Upon  the  occurrence  or  effective  designation  of  an  Early
     Termination  Date,  no  further payments or deliveries  under  Section
     2(a)(i)  or  2(e)  in respect of the Terminated Transactions  will  be
     required to be made, but without prejudice to the other provisions  of
     this  Agreement.  The amount, if any, payable in respect of  an  Early
     Termination Date shall be determined pursuant to Section 6(e).

(d)  Calculations.

     (i)  Statement.  On or as soon as reasonably practicable following the
     occurrence  of  an Early Termination Date, each party  will  make  the
     calculations  on  its part, if any, contemplated by Section  6(e)  and
     will  provide to the other party a statement (1) showing in reasonable
     detail,  such  calculations  (including all  relevant  quotations  and
     specifying  any  amount  payable under Section  6(e)  and  (2)  giving
     details of the relevant account to which any amount payable to  it  is
     to be paid.  In the absence of written confirmation from the source of
     a quotation obtained in determining a Market Quotation, the records of
     the  party obtaining such quotation will be conclusive evidence of the
     existence and accuracy of such quotation.
     
     (ii)  Payment Date.  An amount calculated as being due in  respect  in
     any  Early Termination Date under Section 6(e) will be payable on  the
     day that notice of the amount payable is effective (in the case of  an
     Early Termination Date which is designated or occurs as a result of an
     Event  of  Default)  and on the day which is two Local  Business  Days
     after the day on which notice of the amount payable is effective (  in
     the  case of an Early Termination Date which is designated as a result
     of  a Termination Event).  Such amount will be paid together with  (to
     the extent permitted under applicable law) interest thereon (before as
     well  as  after  judgment)  in  the Termination  Currency,  from  (and
     including  the relevant Early Termination Date to (but excluding)  the
     date  such amount is paid, at the Applicable Rate.  Such interest will
     be  calculated on the basis of daily compounding and the actual number
     of days elapsed.

(c)   Payments on Early Termination.  If an Early Termination Date  occurs,
the  following provisions shall apply based on the parties' election in the
Schedule of a payment measure, either "Market Quotation" or "Loss",  and  a
payment method, either the "First Method" or the "Second Method".   If  the
parties  fail  to  designate a payment measure or  payment  method  in  the
Schedule, it will be deemed that "Market Quotation" or the "Second Method",
as the case may be, shall apply.  The amount, if any, payable in respect of
an  Early Termination Date and determined pursuant to this Section will  be
subject to any Set-off.

     (i)  Events of Default.  If the Early Termination Date results from an
     Event of Default --

          (1)   First Method and Market Quotation.  If the First Method and
          Market Quotation apply, the Defaulting Party will pay to the Non-
          defaulting Party the excess, if a positive number, of (A) the sum
          of the Settlement Amount (determined by the Non-defaulting Party)
          in  respect  of  the Terminated Transactions and the  Termination
          Currency  Equivalent  of the Unpaid Amounts  owing  to  the  Non-
          defaulting Party over (B) the Termination Currency Equivalent  of
          the Unpaid Amounts owing to the Defaulting Party.

          (2)   First Method and Loss.  If the First Method and Loss apply,
          the  Defaulting Party will pay to the Non-defaulting Party, if  a
          positive  number, the Non-defaulting Party's Loss in  respect  of
          this Agreement.

          (3)   Second  Method and Market Quotation.  If the Second  Method
          and  Market Quotation apply, an amount will be payable  equal  to
          (A) the sum of the Settlement Amount (determined by the
          
                               9

<PAGE>
          
          Non-Defaulting  Party) in respect of the Terminated  Transactions
          and  Termination Currency Equivalent of the Unpaid Amounts  owing
          to  the  Non-defaulting Party less (B) the  Termination  Currency
          Equivalent  of the Unpaid Amounts owing to the Defaulting  Party.
          If  that  amount is a positive number, the Defaulting Party  will
          pay  it  to the Non-defaulting Party; if it is a negative number,
          the  Non-defaulting  Party will pay the absolute  value  of  that
          amount to the Defaulting Party.

          (4)   Second  Method  and Loss.  If the Second  Method  and  Loss
          apply,  an  amount  will be payable equal to  the  Non-defaulting
          Party's Loss in respect of this Agreement.  If that amount  is  a
          positive  number, the Defaulting Party will pay it  to  the  Non-
          defaulting  Party; if it is a negative number, the Non-defaulting
          Party  will  pay  the  absolute  value  of  that  amount  to  the
          Defaulting Party.

     (ii) Termination Events.  If the Early Termination Date results from a
     Termination Event: --

          (1)   One  Affected Party.  If there is one Affected  Party,  the
          amount  payable  will  be determined in accordance  with  Section
          6(e)(i)(3),  if Market Quotation applies, or Section  6(e)(i)(4),
          if  Loss applies, except that, in either case, references to  the
          Defaulting Party and to the Non-defaulting Party will  be  deemed
          to be references to the Affected Party and the party which is not
          the  Affected Party, respectively, and, if Loss applies and fewer
          than  all  the Transactions are being terminated, Loss  shall  be
          calculated in respect of all Terminated Transactions.

          (2)  Two Affected Parties.  If there are two Affected Parties: --

               (A)   if Market Quotation applies, each party will determine
               a   Settlement   Amount  in  respect   of   the   Terminated
               Transactions, and an amount will be payable equal to (f) the
               sum of (1) one-half of the difference between the Settlement
               Amount of the party with the higher Settlement Amount  ("X")
               and  the  Settlement  Amount of the  party  with  the  lower
               Settlement  Amount  ("Y") and (b) the  Termination  Currency
               Equivalent  of the Unpaid Amounts owing to X less  (II)  the
               Termination Currency Equivalent of the Unpaid Amounts  owing
               to Y; and

               (B)  if Loss applies, each party will determine its Loss  in
               respect  of  this  Agreement (or,  if  fewer  than  all  the
               Transactions  are  being  terminated,  in  respect  of   all
               Terminated Transactions) and an amount will be payable equal
               to  one-half of the difference between the Loss of the party
               with  the  higher Loss ("X") and the Loss of the party  with
               the lower Loss ("Y").

          If  the amount payable is a positive number, Y will pay it to  X;
          if it is a negative number, X will pay the absolute value of that
          amount to Y.

     (iii)      Adjustment  for  Bankruptcy.    In circumstances  where  an
     Early  Termination  Date occurs because "Automatic Early  Termination"
     applies  in  respect  of  a party, the amount  determined  under  this
     Section  6(e)  will be subject to such adjustments as are  appropriate
     and permitted by law to reflect any payments or deliveries made by one
     party  to  the other under this Agreement (and retained by such  other
     party)  during the period from the relevant Early Termination Date  to
     the date (or payment determined under Section 6(d)(ii).

     (iv) Pre-Estimate.  The parties agree that if Market Quotation applies
     an  amount  recoverable under this Section 6(e) is a  reasonable  pre-
     estimate  of loss and not a penalty.  Such amount is payable  for  the
     loss  of  bargain and the loss of protection against future risks  and
     except  as otherwise provided in this Agreement neither party will  be
     entitled  to recover any additional damages as a consequence  of  such
     losses.

                               10

<PAGE>

7.   Transfer

Subject  to  Section 6(b)(ii), neither this Agreement nor any  interest  or
obligation in or under this Agreement may be transferred (whether by way of
security or otherwise) by either party without the prior written consent of
the other party, except that: --

(a)   a  party  may make such a transfer of this Agreement  pursuant  to  a
consolidation or amalgamation with, or merger with or into, or transfer  of
all  or  substantially  all  its assets to,  another  entity  (but  without
prejudice to any other right or remedy under this Agreement); and

(b)  a party may make such a transfer of all or any part of its interest in
any amount payable to it from a Defaulting Party under Section 6(e).

Any purported transfer that is not in compliance with this Section will  be
void.

8.   Contractual Currency

(a)   Payment  in  the  Contractual  Currency.   Each  payment  under  this
Agreement will be made in the relevant currency specified in this Agreement
for that payment (the "Contractual Currency").  To the extent permitted  by
applicable law, any obligation to make payments under this Agreement in the
Contractual Currency will not be discharged or satisfied by any  tender  in
any currency other than the Contractual Currency, except to the extent such
tender results in the actual receipt by the party to which payment is  owed
acting  in a reasonable manner and in good faith in converting the currency
so  tendered  into  the Contractual Currency, of the  full  amount  in  the
contractual  Currency of all amounts payable in respect of this  Agreement.
If  for any reason the amount in the Contractual Currency so received falls
short of the amount in the Contractual Currency payable in respect of  this
Agreement,  the  party required to make the payment  will,  to  the  extent
permitted by applicable law, immediately pay such additional amount in  the
Contractual  Currency as may be necessary to compensate for the  shortfall.
If  for  any  reason  the amount in the Contractual  Currency  so  received
exceeds  the amount in the Contractual Currency payable in respect of  this
Agreement, the party receiving the payment will refund promptly the  amount
of such excess.

(b)  Judgments.  To the extent permitted by applicable law, if any judgment
or  order  expressed in a currency other than the contractual  Currency  is
rendered  (i)  for  the  payment of any amount owing  in  respect  of  this
Agreement,  (ii)  for  the  payment of any amount  relating  to  any  early
termination in respect of this Agreement or (iii) in respect of a  judgment
or order of another court for the payment of any amount described in (i) or
(ii)  above,  the party seeking recovery, after recovery  in  full  of  the
aggregate  amount to which such party is entitled pursuant to the  judgment
or  order, will be entitled to receive immediately from the other party the
amount of any shortfall of the Contractual Currency received by such  party
as  a  consequence  of  sums paid in such other currency  and  will  refund
promptly to the other party any excess of the Contractual Currency received
by  such party as a consequence of sums paid in such other currency if such
shortfall  or such excess arises or results from any variation between  the
rate  of  exchange at which the Contractual Currency is converted into  the
currency  of  the  judgment or order for the purposes of such  judgment  or
order  and  the rate of exchange at which such party is able, acting  in  a
reasonable  manner  and in good faith in converting the  currency  received
into  the  Contractual Currency, to purchase the Contractual Currency  with
the  amounts of the currency of the judgment or order actually received  by
such party.  The term "rate of exchange" includes, without limitation,  any
premiums  and costs of exchange payable in connection with the purchase  of
or conversion into the Contractual Currency.

(c)   Separate  Indemnities.  To the extent permitted  by  applicable  law,
these indemnities constitute separate and independent obligations from  the
other  obligations in this Agreement, will be enforceable as  separate  and
independent  causes  of action, will apply notwithstanding  any  indulgence
granted  by the party to which any payment is owed and will not be affected
by  judgment being obtained or claim or proof being made for any other sums
payable in respect of this Agreement.

(d)   Evidence  of Loss.  For the purpose of this Section  8,  it  will  be
sufficient  for a party to demonstrate that it would have suffered  a  loss
had an actual exchange or purchase been made.

                               11

<PAGE>

9.   Miscellaneous

(a)  Entire Agreement.  This Agreement constitutes the entire agreement and
understanding  of  the  parties with respect  to  its  subject  matter  and
supersedes all oral communication and prior writings with respect thereto.

(b)   Amendments.  No amendment, modification or waiver in respect of  this
Agreement  will  be  effective  unless  in  writing  (including  a  writing
evidenced by a facsimile transmission) and executed by each of the  parties
or  confirmed  by  an  exchange of telexes or  electronic  messages  on  an
electronic messaging system.

(c)   Survival of Obligations.  Without prejudice to Sections 2(a)(iii) and
6(c)(ii), the obligations of the parties under this Agreement will  survive
the termination of any Transaction.

(d)   Remedies  Cumulative.   Except as provided  in  this  Agreement,  the
rights,  powers,  remedies and privileges provided in  this  Agreement  are
cumulative and not exclusive of any rights, powers, remedies and privileges
provided by law.

(e)  Counterparts and Confirmations.

     (i)   This  Agreement (and each amendment, modification and waiver  in
     respect   of  it)  may  be  executed  and  delivered  in  counterparts
     (including by facsimile transmission), each of which will be deemed an
     original.
     
     (ii)  The  parties intend that they are legally bound by the terms  of
     each  Transaction from the moment they agree to those  terms  (whether
     orally or otherwise).  A Confirmation shall be entered into as soon as
     practicable   and  may  be  executed  and  delivered  in  counterparts
     (including by facsimile transmission) or be created by an exchange  of
     telexes  or  by  an exchange of electronic messages on  an  electronic
     messaging  system,  which  in each case will  be  sufficient  for  all
     purposes  to  evidence a binding supplement to  this  Agreement.   The
     parties  will specify therein or through another effective means  that
     any  such  counterpart,  telex  or electronic  message  constitutes  a
     Confirmation.

(f)   No  Waiver  of Rights.  A failure or delay in exercising  any  right,
power  or  privilege in respect of this Agreement will not be  presumed  to
operate  as a waiver, and a single or partial exercise of any right,  power
or  privilege  will not be presumed to preclude any subsequent  or  further
exercise,  of that right, power or privilege or the exercise of  any  other
right, power or privilege.

(g)  Headings.  The hearings used in this Agreement are for convenience  of
reference  only and are not to affect the construction of or  to  be  taken
into consideration in interpreting this Agreement.

10.  Offices:  Multibranch Parties

(a)   If Section 10(a) is specified in the Schedule as applying, each party
that  enters  into a Transaction through an Office other than its  head  or
home  office represents to the other party that, notwithstanding the  place
of  booking office or jurisdiction of incorporation or organization of such
party, the obligations of such party are the same as if it had entered into
the  Transaction through its head or home office.  This representation will
be  deemed to be repeated by such party on each date on which a Transaction
is entered into.

(b)   Neither  party  may  change the Office through  which  it  makes  and
receives  payments  or deliveries for the purpose of a Transaction  without
the prior written consent of the other party.

(c)   If a party is specified as a Multibranch Party in the Schedule,  such
Multibranch  Party  may make and receive payments or deliveries  under  any
Transaction  through  any  Office listed in the Schedule,  and  the  Office
through which it makes and receives payments or deliveries with respect  to
a Transaction will be specified in the relevant Confirmation.

11.  Expenses

A  Defaulting Party will, on demand, indemnify and hold harmless the  other
party  for  and  against all reasonable out-of-pocket  expenses,  including
legal  fees  and Stamp Tax, incurred by such other party by reason  of  the
enforcement and protection of its rights under this Agreement or any Credit
Support Document

                               12

<PAGE>

to  which  the  Defaulting  Party is a party or  by  reason  of  the  early
termination  of any Transaction, including, but not limited  to,  costs  of
collection.

12.  Notices

(a)   Effectiveness.  Any notice or other communication in respect of  this
Agreement may be given in any manner set forth below (except that a  notice
or  other  communication under Section 5 or 6 may not be given by facsimile
transmission or electronic messaging system) to the address or number or in
accordance with the electronic messaging system details provided  (see  the
Schedule) and will be deemed effective as indicated: --

     (i)   if in writing and delivered in person or by courier, on the date
     it is delivered;
     
     (ii)  if  sent  by  telex, on the date the recipient's  answerback  is
     received;
     
     (iii)      if  sent  by  facsimile  transmission,  on  the  date  that
     transmission is received by a responsible employee of the recipient in
     legible form (it being agreed that the burden of proving receipt  will
     be  on  the  sender  and  will not be met  by  a  transmission  report
     generated by the sender's facsimile machine);
     
     (iv) if sent by certified or registered mail (airmail, if overseas) or
     the  equivalent (return receipt requested), on the date that  mail  is
     delivered or its delivery is attempted; or
     
     (v)   if  sent  by  electronic messaging  system,  on  the  date  that
     electronic message is received.

unless  the date of that delivery (or attempted delivery) or that  receipt,
as  applicable,  is  not  a  Local Business Day or  that  communication  is
delivered  (or attempted) or received, as applicable, after  the  close  of
business on a Local Business Day, in which case that communication shall be
deemed  given  and effective on the first following day  that  is  a  Local
Business Day.

(b)   Change of Addresses.  Either party may by notice to the other  change
the  address,  telex  or  facsimile number or electronic  messaging  system
details at which notices or other communications are to be given to it.

13.  Governing Law and Jurisdiction

(a)   Governing Law.  This Agreement will be governed by and  consorted  in
accordance with the law specified in the Schedule.

(b)   Jurisdiction.   With  respect  to any  suit,  action  or  proceedings
relating to this Agreement ("Proceedings"), each party irrevocably: --

     (i)   submits  to  the  jurisdiction of the English  courts,  if  this
     Agreement is expressed to be governed by English law, or to  the  non-
     exclusive jurisdiction of the courts of the State of New York and  the
     United  States District Court located in the Borough of  Manhattan  in
     New  York City, if this Agreement is expressed to be governed  by  the
     laws of the State of New York; and
     
     (ii) waives any objections which it may have at any time to the laying
     of  venue  of  any Proceedings brought in any such court,  waives  any
     claim that such Proceedings have been brought in an inconvenient forum
     and  further  waives  the  right  to  object,  with  respect  to  such
     Proceedings, that such court does not have any jurisdiction over  such
     party.

Nothing  in this Agreement precludes either party from bringing Proceedings
in  any other jurisdiction (outside, if this Agreement is expressed  to  be
governed by English law, the Contracting States, as defined in Section 1(3)
of  the  Civil  Jurisdiction and Judgments Act 1982  or  any  modification,
extension  or  for  the  time being in force)  nor  will  the  bringing  of
Proceedings  in  any  one or more jurisdictions preclude  the  bringing  of
Proceedings in any other jurisdiction.

(c)  Service of Process.  Each party irrevocably appoints the Process Agent
(if any) specified opposite its name in the Schedule to receive, for it and
on its behalf, services of process in any Proceedings.  If for any

                               13

<PAGE>

reason any party's Process Agent is unable to act as such, such party  will
promptly  notify  the other party and within 30 days appoint  a  substitute
process  agent  acceptable  to the other party.   The  parties  irrevocably
consent  to service of process given in the manner provided for notices  in
Section  12.   Nothing in this Agreement will affect the  right  of  either
party to serve process in any other manner permitted by law.

(d)   Waiver of Immunities.  Each party irrevocably waives, to the  fullest
extent permitted by applicable law, with respect to itself and its revenues
and assets (irrespective of their use or intended use), all immunity on the
grounds  of  sovereignty  or  other similar grounds  from  (I)  suit,  (ii)
jurisdiction  of  any court, (iii) relief by way of injunction,  order  for
specific  performance or for recovery of property, (iv) attachment  of  its
assets  (whether before or after judgment) and (v) execution of enforcement
of  any  judgment to which it or its revenues or assets might otherwise  be
entitled  in  any  Proceedings  in  the  courts  of  any  jurisdiction  and
irrevocably agrees, to the extent permitted by applicable law, that it will
not claim any such immunity in any Proceedings.

14.  Definitions

As used in this Agreement: --

"Additional Termination Event" has the meaning specified in Section 5(b).

"Affected Party" has the meaning specified in Section 5(b).

"Affected  Transactions" means (a)A with respect to any  Termination  Event
consisting  of  an  Illegality, Tax Event or Tax  Event  Upon  Merger,  all
Transactions affected by the occurrence of such Termination Event  and  (b)
with respect to any other Termination Event, all Transactions.

"Affiliate" means, subject to the Schedule, in relation to any person,  any
entity  controlled, directly or indirectly, by the person, any entity  that
controls,  director  or indirectly, the person or any  entity  directly  or
indirectly  under  common  control with  the  person.   For  this  purpose,
"control"  of  any entity or person means ownership of a  majority  of  the
voting power of the entity or person.

"Applicable Rate" means: --

(a)   in respect of obligations payable or deliverable (or which would have
been but for Section 2(a)(iii) by a Defaulting Party, the Default Rate:

(b)   in  respect of an obligation to pay an amount under Section  6(e)  of
either party from and after the date (determined in accordance with Section
6(d)(ii)) on which that amount is payable, the Default Rate:

(c)   in respect of all other obligations payable or deliverable (or  which
would have been but for Section 2(a)(ii) by a Non-defaulting Party, the Non-
default Rate; and

(d)  in all other cases, the Termination Rate.

"Burdened Party" has the meaning specified in Section 5(b).

"Change  in  Tax  Law"  means  the enactment,  promulgation,  execution  or
ratification  of,  or any change in or amendment to, any  law  (or  in  the
application or official interpretation of any law) that occurs on or  after
the date on which the relevant Transaction is entered into.

"consent"  includes a consent, approval, action, authorization,  exemption,
notice, filing, registration or exchange control consent.

"Credit Event Upon Merger" has the meaning specified in Section 5(b).

"Credit  Support  Document"  means  any agreement  or  instrument  that  is
specified as such in this Agreement.

"Credit Support Provider" has the meaning specified in the Schedule.

"Default  Rate" means a rate per annum equal to the cost (without proof  or
evidence of any actual cost) to the relevant payee (as certified by it)  if
it were to fund or of funding the relevant amount plus 1% per annum.

                               14

<PAGE>

"Defaulting Party" has the meaning specified in Section 6(a).

"Early  Termination  Date"  means the date determined  in  accordance  with
Section 6(a) or 6(b)(iv).

"Event  of  Default"  has the meaning specified in  Section  5(a)  and,  if
applicable, in the Schedule.

"Illegality" has the meaning specified in Section 5(b).

"Indemnifiable  Tax"  means any Tax other than a  Tax  that  would  not  be
imposed  in respect of a payment under this Agreement but for a present  or
former  connection between the jurisdiction of the government  or  taxation
authority imposing such Tax and the recipient of such payment or  a  person
related  to  such  recipient (including, without limitation,  a  connection
arising  from  such  recipient or related person being  or  having  been  a
citizen  or  resident  of  such  jurisdiction,  or  being  or  having  been
organized,  present or engaged in a trade or business in such jurisdiction,
or  having  or  having  had a permanent establishment  or  fixed  place  of
business  in  such jurisdiction, but excluding a connection arising  solely
from such recipient or related person having executed, delivered, performed
its obligations or received a payment under, or enforced, this Agreement or
a Credit Support Document).

"law"  includes  any treaty, law, rule or regulation (as modified,  in  the
case  of  tax matters, by the practice of any relevant governmental revenue
authority) and "lawful" and "unlawful" will be construed accordingly.

"Local  Business  Day"  means, subject to the  Schedule,  a  day  on  which
commercial  banks  are  open for business (including  dealings  in  foreign
exchange  and foreign currency deposits) (a) in relation to any  obligation
under   Section  2(a)(I),  in  the  place(s)  specified  in  the   relevant
confirmation or, if not so specified, as otherwise agreed by the parties in
writing or determined pursuant to provisions contained, or incorporated  by
reference, in this Agreement, (b) in relation to any other payment, in  the
place  where  the  relevant account  is located and, if different,  in  the
principal financial center, if any, of the currency of such payment, (c) in
relation   to   any   notice  or  other  communication,  including   notice
contemplated  under Section 5(a)(I), in the city specified in  the  address
for  notice  provided  by  the recipient and,  in  the  case  of  a  notice
contemplated by Section 2(b), in the place where the relevant  new  account
is to be located and (d) in relation to Section 5(a)(v)(2), in the relevant
locations for performance with respect to such Specified Transaction.

"Loss"  means,  with  respect to this Agreement or one of  more  Terminated
Transactions,  as  the  case may be, and a party, the Termination  Currency
Equivalent of an amount that party reasonably determines in good  faith  to
be  its  total  losses  and costs (or gain, in which case  expressed  as  a
negative  number)  in  connection with this Agreement  or  that  Terminated
Transaction  or  group of Terminated Transactions,  as  the  case  may  be,
including any loss of bargain, cost of funding or, at the election of  such
party  but  without duplication, loss or cost incurred as a result  of  its
terminating, liquidating, obtaining or reestablishing any hedge or  related
trading  position (or any gain resulting from any of them).  Loss  includes
losses  and costs (or gains) in respect of any payment or delivery required
to  have  been  made  (assuming satisfaction of each  applicable  condition
precedent) on or before the relevant Early Termination Date and  not  made,
except,  so  as  to  avoid duplication, if Section  6(e)(i)(1)  or  (3)  or
6(e)(ii)(2)(A) applies.  Loss does not include a party's legal fees and out-
of-pocket  expenses referred to under Section 11.  A party  will  determine
its  Loss  as  of the relevant Early Termination Date, or, if that  is  not
reasonably practicable, as of the earliest date thereafter as is reasonably
practicable.  A party may (but need not) determine its Loss by reference to
quotations of relevant rates or prices from one or more leading dealers  in
the relevant markets.

"Market   Quotation"  means,  with  respect  to  one  or  more   Terminated
Transactions and a party making the determination, an amount determined  on
the  basis of quotations from Reference Market-makers.  Each quotation will
be for an amount, if any, that would be paid to such party (expressed as  a
negative  number)  or  by such party (expressed as a  positive  number)  in
consideration of an agreement between such party (taking into  account  any
existing  Credit Support Document with respect to the obligations  of  such
party)  and  the quoting Reference Market-maker to enter into a transaction
(the  "Replacement Transaction") that would have the effect  of  preserving
for  such party the economic equivalent of any payment or delivery (whether
the  underlying  obligation  was absolute or contingent  and  assuming  the
satisfaction  of each applicable condition precedent) by the parties  under
Section  2(a)(I)  in  respect of such Terminated Transaction  or  group  of
Terminated Transactions that would, but for the occurrence of the  relevant
Early Termination Date,

                               15

<PAGE>

have  been  required after that date.  For this purpose, Unpaid Amounts  in
respect  of  the Terminated Transaction or group of Terminated Transactions
are  to  be excluded but, without limitation, any payment or delivery  that
would,  but  for  the relevant Early Termination Date, have  been  required
(assuming  satisfaction of each applicable condition precedent) after  that
Early  Termination  Date  is to be included.  The  Replacement  Transaction
would  be  subject  to such documentation as such party and  the  Reference
Market-maker may, in good faith, agree.  The party making the determination
(or  its  agent)  will request each Reference Market-maker to  provide  its
quotation to the extent reasonably practicable as of the same day and  time
(without  regard  to  different time zones) on or  as  soon  as  reasonably
practicable after the relevant Early Termination Date. The day and time  as
of which those quotations are to be obtained will be selected in good faith
by  the  party obliged to make a determination under Section 6(e), and,  if
each  party is so obliged, after consultation with the other.  If more than
three  quotations are provided, the Market Quotation will be the arithmetic
mean of the quotations, without regard to the quotations having the highest
and  lowest  values.  If  exactly three such quotations are  provided,  the
Market  Quotation  will be the quotation remaining after  disregarding  the
highest  and  lowest  quotations.   For this  purpose,  if  more  than  one
quotation  has  the same highest value or lowest value, then  one  of  such
quotations  shall  be  disregarded.  If fewer  than  three  quotations  are
provided,  it will be deemed that the Market Quotation in respect  of  such
Terminated  Transaction  or  group  of Terminated  Transactions  cannot  be
determined.

"Non-default Rate" means a rate per annum equal to the cost (without  proof
or  evidence of any actual cost) to the Non-defaulting Party (as  certified
by it) if it were to fund the relevant amount.

"Non-defaulting Party" has the meaning specified in Section 6(a).

"Office"  means  a branch or office of a party, which may be  such  party's
head or home office.

"Potential  Event  of Default" means any event which, with  the  giving  of
notice or the lapse of time or both, would constitute an Event of Default.

"Reference Market-makers" means four leading dealers in the relevant market
selected by the party determining a Market Quotation in good faith (a) from
among dealers of the highest credit standing which satisfy all the criteria
that  such party applies generally at the time in deciding whether to offer
or  to make an extension of credit and (b) to the extent practicable,  from
among such dealers having an office in the same city.

"Relevant  Jurisdiction" means, with respect to a party, the  jurisdictions
(a)  in  which the party is incorporated, organized, managed and controlled
or considered to have its seat, (b) where an Office through which the party
is  acting for purposes of this Agreement is located, c) in which the party
executes this Agreement and (d) in relation to any payment, from or through
which such payment is made.

"Scheduled Payment Date" means a date on which a payment or delivery is  to
be made under Section 2(a)(i) with respect to a Transaction.

"set-off"  means  set-off,  offset,  combination  of  accounts,  right   of
retention or withholding or similar right or requirement to which the payer
of  an amount under Section 6 is entitled or subject (whether arising under
this  Agreement,  another contract, applicable law or  otherwise)  that  is
exercised by, or imposed on, such payer.

"Settlement  Amount"  means,  with  respect  to  a  party  and  any   Early
Termination Date, the sum of: --

(a)   the Termination Currency Equivalent of the Market Quotations (whether
positive  or  negative)  for  each  Terminated  Transaction  or  group   of
Terminated Transactions for which a Market Quotation is determined; and

(b)   such party's Loss (whether positive or negative and without reference
to  any  Unpaid  Amounts)  for  each Terminated  Transaction  or  group  of
Terminated  Transactions for which a Market Quotation cannot be  determined
or   would  not  (in  the  reasonable  belief  of  the  party  making   the
determination) produce a commercially reasonable result.

"Specified Entity" has the meaning specified in the Schedule.

                               16

<PAGE>

"Specified  Indebtedness"  means, subject to the Schedule,  any  obligation
(whether present or future, contingent or otherwise, as principal or surety
or otherwise) in respect of borrowed money.

"Specified Transaction" means, subject to the Schedule, (a) any transaction
(including  an  agreement with respect thereto) now existing  or  hereafter
entered  into  between one party to this Agreement (or any  Credit  Support
Provider  of  such party or any applicable Specified Entity of such  party)
and  the  other party to this Agreement (or any Credit Support Provider  of
such  other  party or any applicable Specified Entity of such other  party)
which  is  a  rate swap transaction, basis swap, forward rare  transaction,
commodity  swap, commodity option, equity or equity index swap,  equity  or
equity  index  option, bond option, interest rate option, foreign  exchange
transaction,   cap  transaction,  floor  transaction,  collar  transaction,
currency  swap transaction, cross-currency rate swap transaction,  currency
option  or any other similar transaction (including any option with respect
to  any  of  these transactions), (b) any combination of these transactions
and (c) any other transaction identified as a Specified Transaction in this
Agreement or the relevant confirmation.

"Stamp Tax" means any stamp, registration, documentation or similar tax.

"Tax"  means  any  present  or  future tax,  levy,  impost,  duty,  charge,
assessment  or  fee  of  any  nature  (including  interest,  penalties  and
additions  thereto)  that  is  imposed by any government  or  other  taxing
authority  in  respect  of any payment under this Agreement  other  than  a
stamp, registration, documentation or similar tax.

"Tax Event" has the meaning specified in Section 5(b).

"Tax Event Upon Merger" has the meaning specified in Section 5(b).

"Terminated Transactions" means with respect to any Early Termination  Date
(a)  if  resulting from a Termination Event, all Affected Transactions  and
(b)  if  resulting  from an Event of Default, all Transactions  (in  either
case)  in  effect  immediately  before  the  effectiveness  of  the  notice
designating   that   Early  Termination  Date  (or,  if  "Automatic   Early
Termination" applies, immediately before that Early Termination Date).

"Termination Currency" has the meaning specified in the Schedule.

"Termination  Currency  Equivalent"  means,  in  respect  of   any   amount
denominated  in the Termination Currency, such Termination Currency  amount
and,  in  respect of any amount denominated in a currency  other  than  the
Termination  Currency (the "Other Currency"), the amount in the Termination
Currency determined by the party making the relevant determination as being
required  to purchase such amount of such Other Currency as at the relevant
Early  Termination Date, or, if the relevant Market Quotation or  Loss  (as
the  case may be), is determined as of a later date, that later date,  with
the Termination currency at the rate equal to the spot exchange rate of the
foreign  exchange agent (selected as provided below) for  the  purchase  of
such  Other  Currency with the Termination Currency at or about 11:00  a.m.
(in  the city in which such foreign exchange agent is located) on such date
as would be customary for the determination of such a rate for the purchase
of  such Other Currency for value on the relevant Early Termination Date or
that  later  date.  The foreign exchange agent will, if only one  party  is
obliged  to  make a determination under Section 6(e), be selected  in  good
faith by that party and otherwise will be agreed by the parties.

"Termination  Event" means an Illegality, a Tax Event or a Tax  Event  Upon
Merger  or,  if specified to be applicable Credit Event Upon Merger  or  an
Additional Termination Event.

"Termination Rate" means a rate per annum equal to the arithmetic  mean  of
the  cost (without proof or evidence of any actual cost) to each party  (as
certified by such party) if it were to fund or of funding such amounts.

"Unpaid  Amounts"  owing  to any party means,  with  respect  to  an  Early
Termination  Date,  the  aggregate of (a)  in  respect  of  all  Terminated
Transactions,  the amounts that became payable (or that would  have  become
payable but for Section 2(a)(ii9) to such party under Section 2(a)(i) on or
prior  to  such Early Termination Date and which remain unpaid as  at  such
Early  Termination Date and (b) in respect of each Terminated  Transaction,
for each obligation under Section 2(a)(i) which was (or would have been but
for  Section 2(a)(iii) required to be settled by delivery to such party  on
or  prior to such Early Termination Date and which has not been so  settled
as at such Early Termination Date, an amount equal to the fair market

                               17

<PAGE>

value of that which was (or would have been) required to be delivered as of
the  originally scheduled date for delivery, in each case together with (to
the  extent  permitted under applicable law) interest, in the  currency  of
such  amounts,  from (and including) the date such amounts  or  obligations
were  or  would have been required to have been paid or performed  to  (but
excluding)  such  Early  Termination Date, at the  Applicable  Rate.   Such
amounts of interest will e calculated on the basis of daily compounding and
the actual number of days elapsed.  The fair market value of any obligation
referred to in clause (b) above shall be reasonably determined by the party
obliged  to make the determination under Section 6(e) or, if such party  is
so obliged, it shall be the average of the Termination Currency Equivalents
of the fair market values reasonably determined by both parties.

IN  WITNESS  WHEREOF  the  parties  have  executed  this  document  on  the
respective dates specified below with effect from the date specified on the
first page of this document.


Credit Suisse, New York Branch   NGR Generating (Newark)
                                 Cogeneration Inc.
By:  /s/    Louis Iaconetti      By:  /s/    Leonard Bluhm
     Name:  Louis D. Iaconetti        Name:  Leonard A. Bluhm
     Title: Associate                 Title: President
     Date:                            Date:  8-8-96
                                 
By:  /s/    Steven Dowe          
     Name:  Steven Dowe
     Title: Associate
     Date:
                                 NGR Generating (Parlin)
                                 Cogeneration Inc.
                                 
                                 By: /s/     Leonard Bluhm
                                       Name:   Leonard  A.  Bluhm
                                 Title: President
                                      Date:  8-8-96
                                 

                               18

<PAGE>

                     SCHEDULE to the MASTER AGREEMENT
                    dated as of August 2, 1996 between
                     CREDIT SUISSE acting through its
                      New York Branch ("Party A") and
                 NGR GENERATING (NEWARK) COGENERATION INC.
               and NGR GENERATING (PARLIN) COGENERATION INC.
                         (collectively, "Party B")
                                     
PART 1    Termination Provisions and Certain Other Matters

          (a)  "Specified Entity" means, in relation to Party A, for the
purpose of:

          Section 5(a)(v), none;
          
          Section 5(a)(vi), none;
          
          Section 5(a)(vii), none; and
          
          Section 5(b)(iv), none;
          
               and in relation to Party B, for the purpose of:
          
          Section 5(a)(v), none;
          
          Section 5(a)(vi), none;
          
          Section 5(a)(vii), none; and
          
          Section 5(b)(iv), none.
          
          (b)  "Specified Transaction" will have the meaning specified in
Section 14, which meaning specified in Section 14, which meaning shall be
limited to "Interest RateHedge Agreements" (as defined in the Credit
Agreement (as defined in Park 4(k) of this Schedule)).
          
          (c)  The "Cross-Default" provisions of Section 5(a)(vi) of this
Agreement will not apply to Party A.  The "Cross-Default" provisions of
Section 5(a)(vi) of this Agreement will apply to Party B.  In connection
therewith, "Specified Indebtedness" means all "Obligations", means $100,000
(or its "Equivalent"), as defined in the Credit Agreement).
          
          (d)  The "Credit Support Default" provisions of Section 5(a)(iii)
of this Agreement shall apply.
          
<PAGE>
          
          (e)  The "Credit Event Upon Merger" provisions of Section
5(b)(iv) of this Agreement will not apply to Party A.  The "Credit Event
Upon Merger" provisions of Section 5(b)(iv) will apply to Party B.
          
          (f)  The "Automatic Early Termination" provision of Section 6(a)
will not apply to Party A and Party B.
          
          (g)  Payments on Early Termination.  For the purpose of Section
6(e):
          
          (i)  Market Quotation.
          
          (ii) The Second Method will apply.
          
          (h)  "Termination Currency" means United States Dollars.
          
          (i)  Additional Termination Events.  The following shall
constitute Additional Termination Event.
          
               (i)  It shall constitute an Additional Termination Event
     under this Agreement if (1) the Credit Agreement shall have expired or
     terminated or shall have otherwise ceased to be in full force and
     effect (other than as a result of an Event of Default (as such term is
     defined in the Credit Agreement) with respect to Party B (in which
     event Party B will be the Affected Party), or (2) Party B shall cease
     to be a party to the Credit Agreement (in which event Party B will be
     the Affected Party).
          
               (ii) It shall also constitute an Additional Termination
     Event under this Agreement if due to the occurrence of a natural or
     man-made disaster, armed conflict, act of terrorism, riot, labor
     disruption or any other circumstance beyond its control after the date
     on which a Transaction is entered into, it becomes impossible (an
     "Impossibility"), (other than as a result of its own misconduct) for
     such a party (which will be the Affected Party):
          
               (1)  to perform any absolute or contingent obligation, to
          make a payment or delivery or to receive a payment or delivery in
          respect of such Transaction or to comply with any other material
          provision of this Agreement relating to such Transaction; or
          
                               2

<PAGE>
          
               (2)  to perform, or for any Credit Support Provider of such
          party to perform, any contingent or other obligation which the
          party (or such Credit Support Provider) has under any Credit
          Support Document relating to such Transaction.  An Impossibility
          shall be treated as an Illegality for all purposes of this
          Agreement.
          
          (j)  Partial Termination.  The aggregate notional amount of all
Transactions may be reduced as set forth in Section 5.5(b) of the Credit
Agreement.  In the event of any such reduction, Party B will be deemed to
have designated an Early Termination Date only with respect to the amount
by which the Notional Amounts are so reduced on the date of such partial
prepayment.  In any such event, Party B shall be the Affected Party.
     
                               3

<PAGE>
     
PART 2:   Tax Representations

          Payer Tax Representation.  For the purpose of Section 3(e), each
of Party A and Party B will make the following representation:

          It is not required by any applicable law, as modified by the
     practice of any relevant governmental revenue authority, of any
     Relevant Jurisdiction to make any deduction or withholding for or on
     account of any Tax from any payment (other than interest under Section
     2(e), 6(d) or 6(e)) to be made by it to the other party under this
     Agreement.  In making this representation, it may rely on:

               (i)  the accuracy of any representation made by the other
          party pursuant to Section 3(f);

               (ii) the satisfaction of the agreement of the other party
          contained in Section 4(a)(iii) and the accuracy and effectiveness
          of any document provided by the other party pursuant to Section
          4(a)(i) or 4(a)(iii); and

               (iii)     the satisfaction of the agreement of the other
          party contained in Section 4(d); provided that it shall not be a
          breach of this representation where reliance is placed on clause
          (ii) and the other party does not deliver a form or document
          under Section 4(a)(iii) by reason of a material prejudice to its
          legal or commercial position.

          Payee Tax Representations.  For the purpose of Section 3(f),
Party A shall make the following representation:

          Each payment received or to be received by it in connection with
this Agreement will be effectively connected with its conduct of a trade or
business in the United States.

          Party B makes no representations.

                               4

<PAGE>

PART 3:   Agreement to Deliver Documents

          For the purpose of Sections 4(a)(i) and (ii) of this Agreement,
each party agrees to deliver the following documents:

          (a)  Tax forms, documents or certificates to be delivered are:

Party required to     Form/Document/        Date by which
deliver document      Certificate           to be delivered
                                            
Party A               An Internal Revenue   (A)  Before the
                      Service form 4224 or  First Scheduled
                      any successor form    Payment Date; (B)
                      to such Form 4224,    promptly upon
                      completed in a        reasonable demand by
                      manner reasonably     Party B; and (C)
                      satisfactory to       promptly upon
                      Party B               learning that any
                                            Form 4224 or any
                                            successor form to
                                            such Form 4224
                                            previously provided
                                            by Party A become
                                            obsolete or
                                            incorrect

          For purposes of Section 2(d)(i)(4)(A), Party A shall be deemed to
have failed to comply with Section 4(a)(i) if the Internal Revenue Service
Form 4224 (or any successor form) delivered to Party B is or becomes
incomplete, obsolete or incorrect until such time as (i) Party A delivers a
new tax form as required by Section 4(a)(i) or (ii) such previously
delivered tax form is no longer incomplete, obsolete or incorrect.

          (b)  Other documents to be delivered are:

Party required                    Date by which     Covered by
      to        Form/Document/        to be        Section 3(d)
    Deliver     Certificate         delivered     Representation
   document                                              
    Party B     Opinion of       Upon execution         No
                counsel          and delivery
                satisfactory to  of this
                Party A          Agreement
    Party B     Certified        Upon execution         Yes
                copies of all    and delivery
                corporate        of this
                authorizations   Agreement
                and any other
                documents with
                respect to the
                execution,
                delivery and
                performance of
                this Agreement.

                               5

<PAGE>


                                                         
    Party B     Certificate of   Upon execution         Yes
                authority and    and delivery
                specimen         of this
                signatures of    Agreement and
                individuals      thereafter
                executing this   upon request
                Agreement and    of Party A
                Confirmations

                               6

<PAGE>

PART 4:   Miscellaneous

          (a)  Address for Notices.  For the purpose of Section 12(a) of
this Agreement.

          Address for notice or communications to Party A:

          Any notice shall be delivered to the address or facsimile or
     telex number specified in the relevant Confirmation of a Transaction.
     For purposes of Section 5 and 6 of this Agreement, any notice shall
     also be delivered to the following address:

          Credit Suisse, New York Branch
          Tower 49
          12 East 49th Street
          New York, New York  10017
          Attention:  Project Finance
          Tel:      (212) 238-2000
          Fax No.:  (212) 238-5390
          
          Address for notice of communications to Party B:
          
          NRG Generating (Newark) Cogeneration Inc.
          NRG Generating (Parlin) Cogeneration Inc.
          1221 Nicollet Mall
          Suite 610
          Minneapolis, Minnesota  55403
          Attention:  Leonard A. Bluhm
          Tel:      (612) 373-5305
          Fax No.:  (612) 373-8833
          
          (b)  Process Agent.  For the purpose of Section 1(c):
          
          Party A appoints as its Process Agent:  Not applicable.
          
          Party B appoints as its Process Agent:  See Section 5(j) of this
          Schedule.
          
          (c)  Offices.  This provisions of Section 10(a) will not apply to
     this Agreement.
          
          (d)  Multibranch Party.  For the purpose of Section 10 of this
     Agreement.
          
          Party A is not a Multibranch Party.
          
                               7

<PAGE>
          
          Party B is not a Multibranch Party.
          
          (e)  Calculation Agent.  The Calculation Agent is Party A, unless
     otherwise specified in a Confirmation in relation to the relevant
     Transaction.
          
          (f)  Credit Support Provider.  Details of any Credit Support
     Document:
          
          Each of the "Security Documents" (as defined in the Credit
     Agreement), together with any and all other documents which by their
     terms secure, guarantee or otherwise support Party B's obligations
     hereunder from time to time, shall be Credit Support Documents for the
     benefit of Party A.
          
          (g)  Credit Support Provider.  None.
          
          (h)  Governing Law.  This Agreement is a contract made under the
     laws of the State of New York of the United States and for all
     purposes shall be governed by and construed in accordance with the
     laws of such State without regard to any conflicts of laws provisions
     thereof.
          
          (i)  Netting of Payments.  Subparagraph (ii) of Section 2(c) will
     not apply to any Transaction unless specified in the relevant
     Confirmation.
          
          (j)  "Affiliate" will have the meaning specified in Section 14 of
     this Agreement.
          
          (k)  "Credit Agreement" shall mean the Credit Agreement, dated as
     of May 17, 1996, among Party B, Party A, as a lender and Agent for the
     benefit of the Secured Parties, Greenwich Funding Corporation as a
     Lender and any Purchasing Lender thereunder, as the same may be
     amended, supplemented or modified from time to time.
          
                               8

<PAGE>
          
PART 5:   Other Provisions

          (a)  Set off; Counterclaim.  In addition to the provisions set
forth in Section 8.8 of the Credit Agreement, without affecting the
provisions of this Agreement requiring the calculation of certain net
payment amounts, all payments under this Agreement shall be made without
set off or counterclaim and will not be subject to any conditions except as
provided in Section 2 and 6(c) of this Agreement and except if Party B is a
Defaulting Party and Party A is a Noon-defaulting Party, Party A will have
the right to set off, counterclaim or withhold payment of any obligation,
whether matured or unmatured, under this Agreement or any other agreement
between or involving the parties against any payment or performance of any
obligation, whether matured or unmatured, of Party A under this Agreement
or any other agreement between or involving the parties or their Affiliates
regardless of the office or branch through which a party is acting, and
Party A's obligations hereunder or thereunder to Party B shall be deemed to
be satisfied and discharged to the extent of such set off, counterclaim or
withholding.

          (b)  Notice of Facsimile Transmission.  Section 12(a) is hereby
amended by inserting the words "or 13(c)" between the number "6" and the
word "may" in the second line thereof.

          (c)  Additional Events of Default.  With respect to Party B only,
it shall constitute an Event of Default under the Agreement if an Event of
Default, as such term is defined in the Credit Agreement, shall occur and
be continuing.

          (d)  Further Agreements of Party B.  Party B agrees with Party A
that, so long as it has or may have any obligation under this Agreement, it
will comply with the covenants set forth in the Credit Agreement and
Financing Documents (as defined in the Credit Agreement), to which it is a
party.

          (e)  Further Representations.  In addition to the representations
contained in Section 3, Party B represents to Party A (which
representations will be deemed to be repeated by Party B on each date on
which a Transaction is entered into) that each of the representations and
warranties contained in Article IV of the Credit Agreement are true and
correct.

                               9

<PAGE>

          (f)  Interest Rate Hedge Agreement.  The parties hereto
acknowledge and agree that the Schedule and any confirmation and the
Agreement of which it forms a part shall constitute an "Interest Rate Hedge
Agreement", as such term is defined in the Credit Agreement, and Party A is
and shall be deemed, and shall be entitled to the benefits and security
accruing to, a party to such an Interest Rate Hedge Agreement and a
"Secured Party" under the Credit Support Documents and the other Financing
Documents, in each case to the extent expressly set forth therein.

          (g)  Application of Payments.  Section 2 of this Agreement is
hereby amended to insert the following clause (f) thereto:

               "(f) With respect to Party B only, Party B agrees (1) to
          apply any payments made by Party A to Party B on any Scheduled
          Payment Date (after giving effect to the netting provisions of
          Section 2(c) of this Agreement) to the payment of interest then
          due or soon to become due, on the relevant due date, under the
          Dollar Loan Notes (as defined under the Credit Agreement) or any
          instrument that replaces the Dollar Loan Notes and to any other
          Obligations under the Credit Agreement then due or soon to become
          due on the relevant due date under the Credit Agreement and (2)
          that, if any such interest or other Obligation is due and owing
          on a date on which Party A is obligated to make a payment
          hereunder to Party B and if an Event of Default has occurred and
          is continuing under the Credit Agreement, Party A shall make any
          payment to the Agent (as defined in the Credit Agreement)."

          (h)  Submission to Jurisdiction.

               (i)  Any legal action or proceeding against Party B with
          respect to this Agreement and any Credit Support Document or the
          transactions in connection with or relating hereto or thereto,
          may be brought in the courts of the State of New York in the
          County of New York or of the United States for the Southern
          District of New York and, by execution and delivery of this
          Agreement, Party B hereby irrevocably accepts for itself and in
          respect of its property, generally and unconditionally, the
          jurisdiction of the aforesaid courts.  Party B agrees that a
          judgment, after exhaustion of all available appeals, in any such
          action or proceeding shall conclusive and binding upon
     
                               10

<PAGE>
     
          Party B, and may be enforced in any other jurisdiction, including
          without limitation Chile, by a suit upon such judgment, a
          certified copy of which shall be conclusive evidence of the
          judgment.
     
               (ii) Party B hereby irrevocably designates, appoints and
          empowers CT Corporation System, Inc. (the "Process Agent"), with
          offices on the date hereof at 1633 Broadway, New York, NY 10019,
          as its designee, appointee and agent to receive and accept
          service of any and all legal process, summons, notices and
          documents arising out of this Agreement.  If for any reason such
          designee, appointee and agent shall cease to be available to act
          as such, Party B agrees to designate a new designee, appointee
          and agent in New York City on the terms and for the purposes of
          this provision satisfactory to Party A.  Party B further
          irrevocably consents to the service of process out of any of the
          aforementioned courts in any such action or proceeding by the
          mailing of copies thereof by registered or certified mail,
          postage prepaid, to such Borrower, at its respective addresses
          set forth herein such service to become effective 30 days after
          such mailing.  Nothing herein shall affect the right of Part A to
          serve process in any other manner permitted by law or to commence
          legal proceedings or otherwise proceed against Party B in any
          other jurisdiction.
     
               (iii)     Party B hereby irrevocably waives any objection
          which it may now or hereafter have to the laying of venue of any
          of the aforesaid actions or proceedings arising out of or in
          connection with this Agreement or any Credit Support Document or
          the transactions in connection with, or relating hereto or
          thereto brought in the courts referred to in clause (i) above and
          hereby further irrevocably waives and agrees not to plead or
          claim in any such court that any such action or proceeding
          brought in any such court has been brought in an inconvenient
          forum.
     
               (iv) WITH REGARD TO THIS AGREEMENT AND THE CREDIT SUPPORT
          DOCUMENTS TO WHICH IT IS A PARTY, EACH OF THE PARTIES HERETO
          WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING
          AND FOR ANY COUNTERCLAIM THEREIN.
     
               (v)  Party A and Party B agree, regardless of cause, not to
          assert any claim whatsoever against the
     
                               11

<PAGE>
     
          other party for loss of anticipatory profits or consequential
          damages.
     
          (j)  Confirmations.  Notwithstanding anything to the contrary in
     the Agreement:
     
               (i)  The parties hereto agree that with respect to each
          Transaction hereunder a legally binding agreement shall exist
          from the moment that the parties hereto agree on the essential
          terms of such Transaction, which the parties anticipate will
          occur by telephone.
     
               (ii) For each Transaction Party A and Party B agree to enter
          into hereunder, Party A shall promptly send to Party B a
          Confirmation, setting forth the terms of such Transaction.  Party
          B shall execute and return the Confirmation to Party A or request
          correction of any error within three Business Days of receipt.
          Failure of Party B to respond within such period shall not affect
          the validity of enforceability of such Transaction and shall be
          deemed to be an affirmation of such terms.
     
          (k)  ISDA Definitions.  Unless otherwise specified in a
     Confirmation, this Agreement incorporates, and is subject to and
     governed by the 1991 ISDA Definitions (the "1991 Definitions")
     published by the International Swap Dealers Association Inc. ("ISDA").
     In the event of any inconsistency among the provisions of this
     Agreement and the 1991 Definitions, this Agreement will prevail.
     
          (l)  Transfers.  The parties agree that Party A may transfer its
     rights and obligations under this Agreement (with such modifications
     and representations relating to Taxes as shall be reasonably requested
     by Party B to preserve the position of Party B), in whole but not in
     part, to any other Affiliate of Party A with a guarantee by Party A or
     to any other branch or agency of Credit Suisse, provided that such
     assignment will not give rise to a Termination Event or an Event of
     Default with respect to such assignee of Party A or to Party B.
     Additionally, notwithstanding the provisions of Section 12 of this
     Agreement, Party A may sell and assign one or more participation
     interests in one or more Transactions.
     
                               12

<PAGE>
     
          (m)  Section 3.  Section 3 of the Agreement is hereby amended by
     adding at the end thereof the following subsections (g) and (h):
     
               (g)  Eligible Swap Participant.  It is an "eligible swap
     participant" as that term is defined by the Commodity Futures Trading
     Commission at 17 C.F.R. 35.1(b)(2).
     
               (h)  No Reliance, etc. (i) the other party hereto is not
     acting as a fiduciary or financial or investment advisor for it; (ii)
     it is not relying (for purposes of making any investment decision or
     otherwise) upon any advice, counsel or representations (whether
     written or oral) of the other party hereto; (iii) the other party
     hereto has not given to it (directly or indirectly through any other
     person) any assurance, guarantee, or representation whatsoever as to
     the expected or projected success, profitability, return, performance,
     result, effect, consequence, or benefit (either legal, regulatory,
     tax, financial, accounting, or otherwise) of this transaction; (iv) it
     has consulted with its own legal, regulatory, tax business,
     investment, financial and accounting and other advisors to the extent
     it has deemed necessary, and it has made its own investment, hedging
     and trading decisions (including decisions regarding transaction)
     based upon its own judgment and upon any advice from such advisors as
     it has deemed necessary and not upon any view expressed by the other
     party hereto; and (v) it is entering into this transaction and any
     other documentation relating hereto with a full understanding of all
     of the terms, conditions and risks hereof and thereof (economic and
     otherwise) and it is capable of assuming and willing to assume
     (financially and otherwise) those risks.
     
          (n)  Escrow Payments.  If by reason of the time difference
between the cities in which payments are to be made, it is not possible for
simultaneous payments to be made on any date on which both parties are
required to make payments hereunder, either party may at its option and in
its sole discretion notify the other party at its option and in its sole
discretion notify the other party that payments on that date are to be made
in escrow.  In this case deposit of the payment due earlier on that date
shall be made by 2:00 p.m. (local time at the place for earlier payment) on
that date with an escrow agent selected by the party giving the notice,
accompanied by irrevocable payment
     
                               13

<PAGE>
     
instructions (i) to release the deposited payment to the intended recipient
upon receipt by the escrow agent of the required deposit of the
corresponding payment from the other party o the same date accompanied by
irrevocable payment instructions to the same effect or (ii) if the required
deposit of the corresponding payment is not made on that same date, to
return the payment deposited to the party that paid it into escrow.  The
party that elects to have payments made in escrow shall pay the costs of
the escrow arrangements and shall cause those arrangements to provide that
the intended recipient of the payment due to be deposited first shall be
entitled to interest on that deposited payment for each day in the period
of its deposit at the rate offered by the escrow agent for that day for
overnight deposits in the relevant currency in the office where it holds
that deposited payment (at 11:00 a.m. local time on that day) if that
payment is not released by 5:00 p.m. local time on the date it is deposited
for any reason other than the intended recipient's failure to make the
escrow deposit it is required to make hereunder in a timely fashion.
     
          (o)  Severability.  Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions of the
Agreement or affecting the validity or enforceability of such provision in
any other jurisdiction.  The parties hereto shall endeavor in good faith
negotiations to replace the prohibited or unenforceable provision with a
valid provision, the economic effect of which comes as close as possible to
that of the prohibited or enforceable provision.
     
          (p)  Telephonic Recording.  The parties agree that, with respect
to Transactions, each party may electronically record all telephonic
conversations between them and that any such tape recordings may be
submitted in evidence to any court or in any proceedings relating to this
Agreement.
     
                               14

<PAGE>

          (q)  Joint and Several Obligations.  The obligations of each of
the two counterparties collectively referred to herein as Party B are joint
and several.  References to "Party B, "it" and similar terms when used in
this Agreement shall be deemed to refer NRG Generating (Newark)
Cogeneration Inc. and NRG Generating (Parlin) Cogeneration Inc. both
singularly and collectively.
     
Accepted and agreed:


CREDIT SUISSE,                   NRG GENERATING (NEWARK)
acting through its New York      COGENERATION INC.
Branch                           
                                 
                                 By:  /s/ Leonard Bluhm
By:  /s/ Louis Iaconetti              Name:  Leonard A. Bluhm
     Name:  Louis D. Iaconetti        Title: President
     Title: Associate            
                                 By:  /s/ Leonard Bluhm
By:  /s/ Steven Dowe                  Name:  Leonard A. Bluhm
     Name:  Steven Dowe               Title: President
     Title: Associate
                                 

                               15