exv10w47wb






Exhibit 10.47B




WAKEBOARD NORTH PSA

Schedules




Schedule 3.03(b)

Seller Consents


1. Consents necessary to effect the Closing under (a) the Amended and Restated Credit Agreement,
dated as of October 28, 2002, among Orion Power New York, L.P., as Borrower, Banc of America
Securities LLC and BNP Paribas, as Lead Arrangers and Joint Book Runners, the lenders party
thereto, and Bank of America, N.A., as Issuing Bank and as Administrative Agent, as amended to
date, (b) the “Financing Documents” as defined therein or executed pursuant thereto and as amended
to date, and (c) any of the “Credit Parties’” (as defined therein) organizational documents.



2. Consents necessary to effect the Closing under (i) the Second Amended and Restated Credit
Agreement dated October 28, 2002, among Orion Power Midwest, L.P., as Borrower, Banc of America
Securities LLC and BNP Paribas, as Lead Arrangers and Joint Book Runners, the lenders parties
thereto, Bank of America, N.A., as Issuing Bank and Administrative Agent, as amended to date, and
(ii) the “Financing Documents” as defined therein or executed pursuant thereto and as amended to
date.



3. Consents necessary, if any, to effect the Closing under (i) the Amended and Restated Credit and
Guaranty Agreement, dated as of March 28, 2003, by and among Reliant Energy, Inc. and the other
Credit Parties referred to therein; the Lenders referred to therein; Bank of America, N.A., as
Administrative Agent, as Collateral Agent, and as an Issuing Bank; and Barclays Bank, PLC and
Deutsche Bank AG, New York Branch, as syndication agents for the Lenders, as amended to date and
(ii) the “Fundamental Documents” as defined therein or executed pursuant thereto and as amended to
date.







1









 








Schedule 3.03(c)

Seller Governmental Approvals



1. New York State Department of Environmental Conservation (“NYSDEC”) Permits/Registrations — the
following permits subject to New York Codes, Rules and Regulations Title 6 (“6 NYCRR”), Part 621
Applications for Permit Transfer will require prior notification of change of in equity ownership.
These permits are held by Carr Street Generating Station, L.P., Erie Boulevard Hydropower, L.P. and
Orion Power New York GP II, Inc.



State Pollutant Discharge Elimination System (water discharge permits)



Title IV, Article 19 (air permits) and companion regulations at 6 NYCRR Parts 201, 203, & 215



Title V (air permits)



Section 401 Water Quality Certification



Environmental Conservation Law Article 15 (stream disturbance permits)



2. New York State Department of Environmental Conservation (“NYSDEC”) Permits/Registrations — the
following permits subject to New York Codes, Rules and Regulations Title 6 (“6 NYCRR”), Part 621
Applications for Permit Transfer will require the submission of a permit transfer application at
least 30 days prior to the name change of Orion Power New York GP II, Inc. in connection with the
OPNY Corporate Reorganization:



Section 401 Water Quality Certification



3. New York State Department of Public Service Approvals




     The sale to Buyer of Carr Street Generating Station, L.P., Erie Boulevard Hydropower, L.P.,
Orion Power New York GP II, Inc. is subject to the prior approval of the Public Service Commission
pursuant to Public Service Law Section 70.


4. Federal Energy Regulatory Commission Approvals (“FERC”)




     Section 203 Application for transfer of ownership of the FERC jurisdictional facilities must
be approved in advance by FERC.


5. Federal Communications Commission (“FCC”)




     FCC approval required for transfer of ownership or control of radio licenses.


6. NYSDEC Consent Orders




     The prior written approval of NYSDEC is required to replace Non-Company Affiliates that are
consent parties (see Schedule 4.12).


7. Hart-Scott-Rodino Act







2









 








     Applicable requirements under the HSR Act


8. Securities and Exchange Commission




     Applicable reporting requirements of the Exchange Act and the rules and regulations
promulgated thereunder.



3









 





Schedule 3.04

Capitalization




	 	 	 
	Carr Street Generating Station, L.P.
	 	 
	 
	 	 
	General Partner
	 	 
	 
	 	 
	Orion Power New York GP, Inc.

	 	1% general partnership interest
	 
	 	 
	Limited Partner
	 	 
	 
	 	 
	Orion Power New York, L.P.

	 	99% limited partnership interest
	 
	 	 
	Erie Boulevard Hydropower, L.P.
	 	 
	 
	 	 
	General Partner
	 	 
	 
	 	 
	Orion Power New York GP, Inc.

	 	1% general partnership interest
	 
	 	 
	Limited Partner
	 	 
	 
	 	 
	Orion Power New York, L.P.

	 	99% limited partnership interest





Encumbrances





	(1)	 	Liens, restrictions on transfer or encumbrances created under (a) the Amended and Restated
Credit Agreement, dated as of October 28, 2002, among Orion Power New York, L.P., as Borrower,
Banc of America Securities LLC and BNP Paribas, as Lead Arrangers and Joint Book Runners, the
lenders party thereto, and Bank of America, N.A., as Issuing Bank and as Administrative Agent,
as amended to date, and (b) the “Financing Documents” as defined therein or executed pursuant
thereto and as amended to date.
	 
	(2)	 	Liens, restrictions on transfer or encumbrances created under (a) the Second Amended and
Restated Credit Agreement dated October 28, 2002, among Orion Power Midwest, L.P., as
Borrower, Banc of America Securities LLC and BNP Paribas, as Lead Arrangers and Joint Book
Runners, the lenders parties thereto, Bank of America, N.A., as Issuing Bank and
Administrative Agent, as amended to date, and (b) the “Financing Documents” as defined therein
or executed pursuant thereto and as amended to date.




Orion Power Operating Services Carr Street, Inc.*



Authorized capital stock 100 shares, par value $1.00




	 	 	 
	Orion Power Operating Services, Inc.

	 	100 shares








 




			
	*	 	Note: subject to change of OPNY Corporate
Reorganization and OPOS Corporate Reorganization occur.




4









 









Orion Power Operating Services Coldwater, Inc.†




	 	 	 
	Authorized capital stock

	 	100 shares, par value $1.00
	 
	 	 
	Orion Power Operating Services, Inc.

	 	100 shares





Orion Power New York GP II, Inc.*




	 	 	 
	Authorized capital stock

	 	100 shares, par value $1.00
	 
	 	 
	Orion Power Holdings, Inc.

	 	100 shares





Encumbrances



Liens, restrictions on transfer or encumbrances created under (i) the Amended and Restated Credit
and Guaranty Agreement, dated as of March 28, 2003, by and among Reliant Energy, Inc. and the other
Credit Parties referred to therein; the Lenders referred to therein; Bank of America, N.A., as
Administrative Agent, as Collateral Agent, and as an Issuing Bank; and Barclays Bank, PLC and
Deutsche Bank AG, New York Branch, as syndication agents for the Lenders, as amended to date and
(ii) the “Fundamental Documents” as defined therein or executed pursuant thereto, and as amended to
date.






 




			
	†	 	Note: subject to change of OPNY Corporate
Reorganization and OPOS Corporate Reorganization occur.




5









 










Schedule 4.02(a)

Company Consents



1. Consents necessary to effect the Closing under (a) the Amended and Restated Credit Agreement,
dated as of October 28, 2002, among Orion Power New York, L.P., as Borrower, Banc of America
Securities LLC and BNP Paribas, as Lead Arrangers and Joint Book Runners, the lenders party
thereto, and Bank of America, N.A., as Issuing Bank and as Administrative Agent, as amended to
date, (b) the “Financing Documents” as defined therein or executed pursuant thereto and as amended
to date, and (c) any of the “Credit Parties’” (as defined therein) organizational documents.



2. Consents necessary to effect the Closing under (i) the Second Amended and Restated Credit
Agreement dated October 28, 2002, among Orion Power Midwest, L.P., as Borrower, Banc of America
Securities LLC and BNP Paribas, as Lead Arrangers and Joint Book Runners, the lenders parties
thereto, Bank of America, N.A., as Issuing Bank and Administrative Agent, as amended to date, and
(ii) the “Financing Documents” as defined therein or executed pursuant thereto and as amended to
date.



3. Consents, if any, necessary to effect the Closing under (i) the Amended and Restated Credit and
Guaranty Agreement, dated as of March 28, 2003, by and among Reliant Energy, Inc. and the other
Credit Parties referred to therein; the Lenders referred to therein; Bank of America, N.A., as
Administrative Agent, as Collateral Agent, and as an Issuing Bank; and Barclays Bank, PLC and
Deutsche Bank AG, New York Branch, as syndication agents for the Lenders, as amended to date and
(ii) the “Fundamental Documents” as defined therein or executed pursuant thereto, as amended to
date.







6









 








Schedule 4.03

Capitalization



1. Typical rights of a Pledgee to all cash, securities, dividends and other property received or
otherwise distributed, substituted or exchanged in respect of or exchange for the Company Interests
and created under (i) the Amended and Restated Credit Agreement, dated as of October 28, 2002,
among Orion Power New York, L.P., as Borrower, Banc of America Securities LLC and BNP Paribas, as
Lead Arrangers and Joint Book Runners, the lenders party thereto, and Bank of America, N.A., as
Issuing Bank and as Administrative Agent, as amended to date, and (b) the “Financing Documents” as
defined therein or executed pursuant thereto and as amended to date.



2. Typical rights of a Pledgee to all cash, securities, dividends and other property received or
otherwise distributed, substituted or exchanged in respect of or exchange for the Company Interests
and created under (i) the Second Amended and Restated Credit Agreement dated October 28, 2002,
among Orion Power Midwest, L.P., as Borrower, Banc of America Securities LLC and BNP Paribas, as
Lead Arrangers and Joint Book Runners, the lenders parties thereto, Bank of America, N.A., as
Issuing Bank and Administrative Agent, as amended to date, and (ii) the “Financing Documents” as
defined therein or executed pursuant thereto and as amended to date.



3. Typical rights of a Pledgee to all cash, securities, dividends and other property received or
otherwise distributed, substituted or exchanged in respect of or exchange for the Company Interests
and created under (i) the Amended and Restated Credit and Guaranty Agreement, dated as of March 28,
2003, by and among Reliant Resources, Inc. and the other Credit Parties referred to therein; the
Lenders referred to therein; Bank of America, N.A., as Administrative Agent, as Collateral Agent,
and as an Issuing Bank; and Barclays Bank, PLC and Deutsche Bank AG, New York Branch, as
syndication agents for the Lenders, as amended to date and (ii) the “Fundamental Documents” as
defined therein or executed pursuant thereto and as amended to date.







7









 








Schedule 4.04

February 29 Balance Sheet




ERIE BOULEVARD HYDROPOWER, L.P.

Balance Sheet — Unaudited

February 29, 2004

(Thousands of Dollars)




	 	 	 	 	 
	Assets
	 	 	 	 
	Current assets:
	 	 	 	 
	Cash and cash equivalents
	 	$	9,094	 
	Accounts receivable, net
	 	 	9,461	 
	Materials and supplies
	 	 	934	 
	Prepaid insurance and property taxes
	 	 	13,098	 
	Other current assets
	 	 	618	 
	 
	 	 	 
	Total current assets
	 	 	33,205	 
	 
	 	 	 
	 
	 	 	 	 
	Property, plant and equipment, net
	 	 	521,246	 
	 
	 	 	 
	 
	 	 	 	 
	Other assets:
	 	 	 	 
	Other intangibles, net
	 	 	66,313	 
	 
	 	 	 
	Total other assets
	 	 	66,313	 
	 
	 	 	 
	Total assets
	 	$	620,764	 
	 
	 	 	 
	 
	 	 	 	 
	Liabilities and Partner’s Capital
	 	 	 	 
	Current liabilities:
	 	 	 	 
	Accounts payable
	 	$	4,261	 
	Payable to affiliates, net
	 	 	160,238	 
	Accrued expenses, net
	 	 	2,358	 
	 
	 	 	 
	Total current liabilities
	 	 	166,857	 
	 
	 	 	 
	 
	 	 	 	 
	Long-term debt
	 	 	932	 
	 
	 	 	 
	 
	 	 	 	 
	Other liabilities:
	 	 	 	 
	Contractual obligation
	 	 	1,284	 
	Benefits obligations
	 	 	6,248	 
	Other
	 	 	13	 
	 
	 	 	 
	Total other liabilities
	 	 	7,545	 
	 
	 	 	 
	Total liabilities
	 	 	175,334	 
	 
	 	 	 
	 
	 	 	 	 
	Partner’s capital
	 	 	445,430	 
	 
	 	 	 
	Total liabilities and partner’s capital
	 	$	620,764	 
	 
	 	 	 






8









 






CARR STREET GENERATING STATION, LP,

Balance Sheet — Unaudited

February 29, 2004

(Thousands of Dollars)




	 	 	 	 	 
	Assets
	 	 	 	 
	Current assets:
	 	 	 	 
	Cash and cash equivalents
	 	$	636	 
	Accounts receivable, net
	 	 	196	 
	Materials and supplies
	 	 	1,038	 
	Fuel inventory
	 	 	302	 
	Prepaid insurance and property taxes
	 	 	333	 
	Other current assets
	 	 	540	 
	 
	 	 	 
	Total current assets
	 	 	3,045	 
	 
	 	 	 
	 
	 	 	 	 
	Property, plant and equipment, net
	 	 	11,480	 
	 
	 	 	 
	 
	 	 	 	 
	Other assets:
	 	 	 	 
	Other intangibles, net
	 	 	1,325	 
	Other
	 	 	5	 
	 
	 	 	 
	Total other assets
	 	 	1,330	 
	 
	 	 	 
	Total assets
	 	$	15,855	 
	 
	 	 	 
	 
	 	 	 	 
	Liabilities and Partner’s Capital
	 	 	 	 
	Current liabilities:
	 	 	 	 
	Accounts payable
	 	$	130	 
	Payable to affiliates, net
	 	 	3,519	 
	Accrued expenses
	 	 	114	 
	 
	 	 	 
	Total current liabilities
	 	 	3,763	 
	 
	 	 	 
	 
	 	 	 	 
	Other liabilities:
	 	 	 	 
	Other
	 	 	1	 
	 
	 	 	 
	Total other liabilities
	 	 	1	 
	 
	 	 	 
	Total liabilities
	 	 	3,764	 
	 
	 	 	 
	 
	 	 	 	 
	Partner’s capital
	 	 	12,091	 
	 
	 	 	 
	Total liabilities and partner’s capital
	 	$	15,855	 
	 
	 	 	 







9











 





ORION POWER OPERATING SERVICES COLD WATER INC.

Consolidated Balance Sheet — Unaudited

February 29, 2004

(Thousands of Dollars)




	 	 	 	 	 
	Assets
	 	 	 	 
	Current assets:
	 	 	 	 
	Cash and cash equivalents
	 	$	2,558	 
	 
	 	 	 
	Total current assets
	 	 	2,558	 
	 
	 	 	 
	 
	 	 	 	 
	Other assets:
	 	 	 	 
	Other
	 	 	5	 
	 
	 	 	 
	Total other assets
	 	 	5	 
	 
	 	 	 
	Total assets
	 	$	2,563	 
	 
	 	 	 
	 
	 	 	 	 
	Liabilities and Shareholder Equity
	 	 	 	 
	Current liabilities:
	 	 	 	 
	Accounts payable
	 	$	46	 
	Payable to affiliates, net
	 	 	702	 
	Accrued expenses
	 	 	293	 
	 
	 	 	 
	Total current liabilities
	 	 	1,041	 
	 
	 	 	 
	 
	 	 	 	 
	Other liabilities:
	 	 	 	 
	Other
	 	 	50	 
	 
	 	 	 
	Total other liabilities
	 	 	50	 
	 
	 	 	 
	Total liabilities
	 	 	1,091	 
	 
	 	 	 
	 
	 	 	 	 
	Shareholder equity
	 	 	1,472	 
	 
	 	 	 
	Total liabilities and shareholder equity
	 	$	2,563	 
	 
	 	 	 






10









 






ORION POWER OPERATING SERVICES CARR STREET INC.

Balance Sheet — Unaudited

February 29, 2004

(Thousands of Dollars)




	 	 	 	 	 
	Assets
	 	 	 	 
	Current assets:
	 	 	 	 
	Cash and cash equivalents
	 	$	111	 
	Receivable from affiliates, net
	 	 	147	 
	 
	 	 	 
	Total current assets
	 	 	258	 
	 
	 	 	 
	Total assets
	 	$	258	 
	 
	 	 	 
	 
	 	 	 	 
	Liabilities and Shareholder Equity
	 	 	 	 
	Current liabilities:
	 	 	 	 
	Accounts payable
	 	$	7	 
	Accrued expenses
	 	 	35	 
	 
	 	 	 
	Total current liabilities
	 	 	42	 
	 
	 	 	 
	 
	 	 	 	 
	Other liabilities:
	 	 	 	 
	Other
	 	 	7	 
	 
	 	 	 
	Total other liabilities
	 	 	7	 
	 
	 	 	 
	Total liabilities
	 	 	49	 
	 
	 	 	 
	 
	 	 	 	 
	Shareholder equity
	 	 	209	 
	 
	 	 	 
	Total liabilities and shareholder equity
	 	$	258	 
	 
	 	 	 






11









 






ORION POWER NEW YORK GP II, INC.

Balance Sheet — Unaudited

February 29, 2004

(Thousands of Dollars)




	 	 	 	 	 
	Assets
	 	 	 	 
	Current assets:
	 	 	 	 
	Cash and cash equivalents
	 	$	302	 
	Account receivable, net
	 	 	43	 
	Prepaid insurance and property taxes
	 	 	18	 
	 
	 	 	 
	Total current assets
	 	 	363	 
	 
	 	 	 
	 
	 	 	 	 
	Property, plant and equipment, net
	 	 	1,412	 
	 
	 	 	 
	 
	 	 	 	 
	Total assets
	 	$	1,775	 
	 
	 	 	 
	 
	 	 	 	 
	Liabilities and Partner’s Capital
	 	 	 	 
	Current liabilities:
	 	 	 	 
	Accounts payable
	 	$	1	 
	Payable to affiliates, net
	 	 	358	 
	Accrued expenses
	 	 	19	 
	 
	 	 	 
	Total current liabilities
	 	 	378	 
	 
	 	 	 
	 
	 	 	 	 
	Total liabilities
	 	 	378	 
	 
	 	 	 
	 
	 	 	 	 
	Partner’s capital
	 	 	1,397	 
	 
	 	 	 
	Total liabilities and partner’s capital
	 	$	1,775	 
	 
	 	 	 






12









 






ERIE BOULEVARD HYDROPOWER, L.P.

Income Statement — Unaudited

For the Period Ended February 29, 2004

(Thousands of Dollars)




	 	 	 	 	 
	Operating revenues:
	 	 	 	 
	Revenues
	 	$	20,266	 
	 
	 	 	 	 
	Operating expenses:
	 	 	 	 
	Purchased power
	 	 	97	 
	Operations and maintenance
	 	 	6,305	 
	Taxes other than income taxes
	 	 	3,850	 
	Depreciation and amortization
	 	 	1,989	 
	 
	 	 	 
	Total operating expenses
	 	 	12,241	 
	 
	 	 	 
	 
	 	 	 	 
	Operating income
	 	 	8,025	 
	 
	 	 	 
	 
	 	 	 	 
	Interest expense, net
	 	 	(4	)
	 
	 	 	 
	 
	 	 	 	 
	Net income
	 	$	8,021	 
	 
	 	 	 






13









 






CARR STREET GENERATING STATION, L.P.

Income Statement — Unaudited

For the Period Ended February 29, 2004

(Thousands of Dollars)




	 	 	 	 	 
	Operating revenues:
	 	 	 	 
	Revenues
	 	$	717	 
	 
	 	 	 	 
	Operating expenses:
	 	 	 	 
	Fuel
	 	 	186	 
	Fuel — affiliates
	 	 	48	 
	Purchased power
	 	 	75	 
	Operations and maintenance
	 	 	301	 
	Taxes other than income taxes
	 	 	114	 
	Depreciation and amortization
	 	 	67	 
	 
	 	 	 
	Total operating expenses
	 	 	791	 
	 
	 	 	 
	 
	 	 	 	 
	Operating loss
	 	 	(74	)
	 
	 	 	 
	 
	 	 	 	 
	Net loss
	 	$	(74	)
	 
	 	 	 







14












 





ORION POWER OPERATING SERVICES COLD WATER INC.

Income Statement — Unaudited

For the Period Ended February 29, 2004

(Thousands of Dollars)




	 	 	 	 	 
	Servicing revenues, net of operations and maintenance expenses
	 	$	138	 
	 
	 	 	 
	Interest revenues
	 	 	1	 
	Income before taxes
	 	 	139	 
	 
	 	 	 
	Income taxes
	 	 	49	 
	 
	 	 	 
	Net income
	 	$	90	 
	 
	 	 	 






15









 






ORION POWER OPERATING SERVICES CARR STREET INC.

Income Statement — Unaudited

For the Period Ended February 29, 2004

(Thousands of Dollars)




	 	 	 	 	 
	Servicing revenues, net of operations and maintenance expenses
	 	$	18	 
	 
	 	 	 
	Income before taxes
	 	 	18	 
	 
	 	 	 
	Income taxes
	 	 	6	 
	 
	 	 	 
	Net income
	 	$	12	 
	 
	 	 	 






16









 






ORION POWER NEW YORK GP II, INC.

Income Statement — Unaudited

For the Period Ended February 29, 2004

(Thousands of Dollars)




	 	 	 	 	 
	Operating revenues:
	 	 	 	 
	Revenues
	 	$	83	 
	 
	 	 	 	 
	Operating expenses:
	 	 	 	 
	Operations and maintenance
	 	 	3	 
	Taxes other than income taxes
	 	 	4	 
	Depreciation and amortization
	 	 	90	 
	 
	 	 	 
	Total operating expenses
	 	 	97	 
	 
	 	 	 
	 
	 	 	 	 
	Operating loss
	 	 	(14	)
	 
	 	 	 
	 
	 	 	 	 
	Income taxes
	 	 	(5	)
	 
	 	 	 
	 
	 	 	 	 
	Net loss
	 	$	(9	)
	 
	 	 	 






17









 






Schedule 4.05(a)

Certain Company Liabilities




	 	 	 	 	 
	Liability	 	Amount (US$)
	Pension Liability
	 	$	502,066	 
	Post Retirement Liability
	 	$	88,973	 
	Local 97 increase in vacation liability
	 	$	587,062	 
	NYSDEC annual liabilities accrued
	 	$	156,250	 
	River enhancement fund liabilities accrued
	 	$	30,675	 
	Environmental liability
	 	$	345,885	‡








 




			
	‡	 	Per GAAP as of February 29, 2004, based on
information available, including coverage under Commerce and Industry Insurance
Company Cleanup Cost Cap Policy No. 8086703 for Erie Boulevard Hydropower, L.P.




18









 










Schedule 4.05(b)

Material Adverse Effect



None.







19









 








Schedule 4.06

Litigation





	1.	 	Claude H. Akley v. Erie Boulevard Hydropower, L.P.
	 
	2.	 	Carl M. Guereschi et al. v. Erie Boulevard Hydropower et al.
	 
	3.	 	Erie Boulevard Hydropower, L.P. v. Board of Hudson River-Black River Regulating District, et
al.
	 
	4.	 	Isaac F. Simmons, Jr. and Catherine Simmons v. Erie Boulevard Hydropower, L.P. et al.
	 
	5.	 	Jeffrey Harding v. Erie Boulevard Hydropower, L.P.
	 
	6.	 	Erie Boulevard Hydropower, L.P. v. Town of Moreau and Harry Gutheil, Jr.
	 
	7.	 	Erie Boulevard Hydropower, L.P. v. Michael Orso
	 
	8.	 	Stuyvesant Falls Hydro Corporation v. Erie Boulevard Hydropower, L.P.
	 
	9.	 	Erie Boulevard Hydropower, L.P. v. Roderick Downer
	 
	10.	 	Consolidated Edison Company of New York, et al. v. New York Independent System Operator FERC
Docket No. EL04-36.
	 
	11.	 	Erie Boulevard Hydropower, L.P. v. Town of Queensbury, et al. (Real Property Tax Proceeding)
	 
	12.	 	Erie Boulevard Hydropower, L.P. v. Town of Moreau, et al. (Real Property Tax Proceeding)
	 
	13.	 	Erie Boulevard Hydropower, L.P. v. Town of Ephratah and Johnstown, et al. (Real Property Tax
Proceeding)
	 
	14.	 	Erie Boulevard Hydropower, L.P. v. Town of Orwell, et al. (Real Property Tax Proceeding)










20









 











Schedule 4.07

Compliance with Laws





	1.	 	The School Street Station has a Consent Order relating to environmental remediation. This
Consent Order was issued to Niagara Mohawk. There is a Memorandum of Understanding between
Niagara Mohawk Power Corp. and Erie that requires Erie to be responsible for all cleanup costs
and other liabilities associated with the Consent Order.
	 
	2.	 	The Ephratah Station has received four citations from the NYSDEC related to excessive pond
drawdown.
	 
	3.	 	The Chasm Falls Hydro Station received an Order on Consent for failure to properly distribute
Copies 3 and 4 of a Hazardous Waste Manifest. The Order must be signed and returned along with
the penalty payment of $1,000 by no later than May 4, 2004.
	 
	4.	 	The Carr Street Generating Station received a letter from the U.S. Environmental Protection
Agency stating that units A and B exceeded emissions for sulfur dioxide in 2001, as neither
unit held any sulfur dioxide allowances in their accounts as of March 1, 2002. In accordance
with 40 CFR Section 77.6 of the Acid Rain Program regulations, the penalty to be paid is
$5,548. Payment of this amount is due by May 29, 2004.






21











 





Schedule 4.08

Material Contracts



(i) None



(ii) Shared Power Purchase Agreement between Erie Boulevard Hydropower L.P. and Niagara Mohawk
Power Corporation dated February 24, 2000




     Power Purchase Agreement between Erie Boulevard Hydropower L.P. and Niagara Mohawk Power
Corporation dated March 16, 2001



     Memorandum of Understanding Between Niagara Mohawk and Erie Boulevard Hydropower, L.P. for
Motoring and Control Center Communications dated March 16, 2001



     Power Purchase Agreement between Orion Power New York GP II, Inc. and Niagara Mohawk Power
Corporation dated October 24, 2002



     Service Agreement for New York ISO Market Administration and Control Area Services Tariff
between the New York Independent System Operator and Carr Street Generating Station, L.P., dated
November 4, 2003



     Agreement to Sell Unforced Capacity in NYISO Administered Installed Capacity Auctions between
the New York Independent System Operator and Carr Street Generating Station, L.P., dated November
4, 2003



     Nine Mile Point One Emergency Power Agreement between Erie Boulevard Hydropower L.P. and
Niagara Mohawk Power Corporation dated June 30, 1999, and Consent to Assignment to Nine Mile Point
Nuclear Station, LLC, dated March 7, 2001.


(iii) Gas Transportation Agreement between East Syracuse Generating Company, LP and Niagara Mohawk
Power Corp. dated June 26, 1998 (assigned to Carr Street in November 2003)



(iv) None.



(v) Interconnection Agreement between East Syracuse Generating Company L.P. and Niagara Mohawk
Power Corporation dated February 13, 1992 and Assignment by East Syracuse Generating Company L.P.
to Carr Street Generating Station L.P. dated November 19, 1998




     Interconnection Agreement between Erie Boulevard Hydropower L.P. and Niagara Mohawk Power
Corporation dated February 4, 1999



     Interconnection Agreement between Orion Power New York GP II, Inc. and Niagara Mohawk Power
Corporation dated November 15, 2002


(vi) None.



(vii) Service Agreement between Erie Boulevard Hydropower L.P., Village of Potsdam and Town of
Potsdam dated November 15, 2001







22









 








     Service Agreement between Erie Boulevard Hydropower L.P. and City of Cohoes dated December 31,
2001



     Service Agreement between Erie Boulevard Hydropower L.P. and Lewis County dated July 10, 2002



     Service Agreement between Erie Boulevard Hydropower L.P., Town of Russia and Town of Trenton
dated November 12, 2003



     Contract between Erie Boulevard Hydropower L.P. and Wood Group Generation Services for work at
Spier Falls dated March 22, 2004.


(viii) Lease Agreement (Potsdam) between Erie Boulevard Hydropower L.P. and Mark Purcell dated
November 11, 1999




     Pilot Mortgage, dated as of December 31, 2001, from Erie Boulevard Hydropower, LP to City of
Cohoes Industrial Development Agency (“CCIDA”) (Subdocuments include: Ground Lease, Sublease, and
Payment in Lieu of Taxes Agreement, between Erie and CCIDA dated December 31, 2001).


(ix) None



(x) Operations and Service Agreement between Carr Street Generating Station L.P. and COSI Carr St.,
Inc. dated November 19, 1998




     Operations and Service Agreement between Erie Boulevard Hydropower L.P. and COSI Coldwater,
Inc dated July 28, 1999


(xi) None



(xii) None



(xiii) Collective Bargaining Agreement between Orion Power Operating Services Coldwater, Inc. and
Local Union 97 dated February 8, 2001



(xiv) First Amended and Restated Agreement of Limited Partnership of Erie Boulevard Hydropower,
L.P. dated April 19, 2000




     Second Amended and Restated Agreement of Limited Partnership of Carr Street Generating
Station, L.P. dated April 19, 2000


(xv) Lease Agreement between East Syracuse Generating Company L.P. and Merola Family Partnership as
amended by Modification dated January 15, 1992, as further amended by Modification No. 2 dated
November 19, 1998




     Lease Agreement (Greenfield Office) between Orion Power Holdings, Inc. and The Edgewater
Salina Company, LLC dated March 1, 1999



23









 





     Lease Agreement (Medina) between Erie Boulevard Hydropower L.P. and Lake Plains YMCA dated
August 1, 1999 and extended April 1, 2003



     Lease Agreement (Potsdam) between Erie Boulevard Hydropower L.P. and Mark Purcell dated
November 11, 1999



     Lease Agreement (Glenn Falls) between Erie Boulevard Hydropower L.P. and Joseph & Debra Gross
dated December 31, 1999



     Lease Agreement (Graymont) between Erie Boulevard Hydropower L.P. and Graystone Materials,
Inc. dated February 15, 2000



     Fulton and Medina Hydroelectric Facilities State of New York Department of Environmental
Conservation Consent Order dated April 21, 2000



     Feeder Dam State of New York Department of Environmental Conservation Consent Order dated
April 21, 2000



     Lease Agreement (Watertown) between Erie Boulevard Hydropower L.P. and Watertown Industrial
Center Local Development Corporation dated November 21, 2000



     Feeder Dam Surplus Water Agreement



     Hudson River-Black River Regulating District Stillwater Reservoir Agreement between Erie
Boulevard Hydropower L.P. and Hudson River-Black River Regulating District dated July 1, 2003



     Reservoir Operating Agreement (EJ West Hydro / Sacandaga and Hudson Rivers) between Erie
Boulevard Hydropower, L.P. and the Hudson River — Black River Regulating District dated July 1,
2003



     High Dam Service Agreement (Glens Falls Feeder) between Orion Power Operating Services
Coldwater, Inc. and City of Oswego dated December 19, 2003


(xvi) None



(xvii) Asset Sale Agreement between Niagara Mohawk Power Corporation and Erie Boulevard Hydropower,
LP dated December 12, 1998




     Asset Purchase Agreement between East Syracuse Generating Company and Carr Street Generating
Station, LP dated June 23, 1998



     Asset Purchase Agreement between Erie Boulevard Hydropower, L.P. and Newton Falls Holdings,
LLC dated March 26, 2002 (as assigned to OPNY GP II)


(xviii) Collective Bargaining Agreement between Orion Power Operating Services Coldwater, Inc. and
Local Union 97 dated February 8, 2001



(xix) None





24









 








Schedule 4.09

Taxes




4.09(b)



Empire Zone Credits claimed on Erie’s and Carr Street’s 2002 New York State income tax returns are
currently under review by the New York State Department of Taxation and Finance. This review
process is consistent with the review being undertaken by the Department of Taxation and Finance of
all entities claiming real estate property tax credits under the Empire Zone Program.




4.09(e)

Tax Returns Provided




Carr Street Generating Station, L.P.



Federal Forms 1065 for tax years 3/10/98-12/31/98 and 1999 through 2002

New York State Forms IT-204 for tax years 2001 through 2002




Erie Boulevard Hydropower, L.P.



Federal Forms 1065 for tax years 7/26/99 — 12/31/99 and 2000 through 2002

New York State Forms IT-204 for tax years 2001 through 2002




Orion Power New York GP II, Inc.



Proforma Federal 1120 for tax year 2002




OPOS Coldwater, Inc.



Proforma Federal 1120 for tax years 2001 and 2002




OPOS Carr Street, Inc.



Proforma Federal 1120 for tax years 2001 and 2002




Audit Reports — Exceptions




Carr Street Generating LP — 1999 — No Change Report




Tax Audits — Exceptions




Carr Street Generating LP — 1999

Review of New York Empire Zone Credits — 2001— completed, no significant changes

Review of New York Empire Zone Credits — 2002 — pending




Section 4.09(j)



Orion Power Operating Services Carr Street, Inc., Orion Power Operating Services Coldwater, Inc.
and Orion Power GP II, Inc. were members of another consolidated group




4.09(j)



Orion Power Operating Services Carr Street, Inc., Orion Power Operating Services Coldwater, Inc.
and Orion Power GP II, Inc. were members of another consolidated group.





25









 








4.09(k)



Power of attorney in favor of Deloitte & Touche on behalf of Erie Boulevard Hydropower, LP form
3115 for the tax year 2/20/2002 — 12/31/02.







26









 








Schedule 4.10(a)

Employee Benefit Plans; ERISA




Company Plans



Erie Boulevard Hydropower, LP Pension Plan



Local 97 Incentive Plan — Memorandum of Understanding between Reliant Energy East Region and IBEW
Local 97 (May 7, 2003)



Local 97 Vacation — Agreement Between Orion Power Operating Services Coldwater, Inc. and Local
Union 97 (February 8, 2001)



Nonunion Vacation — Reliant Resources Employee Time Off and Retiree Program Brief Summary 2003 for
Non-Represented, Non Transitional Employees Hired After 7/29/99 and Reliant Resources Employee Time
Off and Retiree Program Brief Summary for Non-Represented Employees Transitional From Niagara
Mohawk Hired Before 7/29/99.



Local 97 Sick Leave — Memorandum of Understanding between Reliant Energy East Region and IBEW
Local 97 (May 7, 2003)



Non union Sick Leave — Reliant Resources Employee Time Off and Retiree Program Brief Summary 2003
for Non-Represented, Non Transitional Employees Hired After 7/29/99 and Reliant Resources Employee
Time Off and Retiree Program Brief Summary 2003 For Non-Represented Employees Transitional From
Niagara Mohawk Hired Before 7/29/99.



Local 97 Educational Assistance — Agreement Between Orion Power Operating Services Coldwater, Inc.
and Local Union 97 (February 8, 2001)



Disability Retirement and Separation Allowance Plan




Seller Plans sponsored, maintained or contributed to by a Company




401(k) Plans



Orion Power Holdings, Inc. 401(k) Savings Plan



Reliant Resources, Inc. Union Savings Plan




Severance Plans



Reliant Resources, Inc. 2003 Involuntary Severance Benefits Plan for Employees With Annual Base Pay
Less Than $150,000 As Amended and Restated Effective January 9, 2004



Reliant Resources, Inc. 2003 Involuntary Severance Benefits Plan for Employees With Annual Base Pay
At Least $150,000 But Less Than $200,000 As Amended and Restated Effective January 9, 2004







27









 







Reliant Resources, Inc. 2003 Involuntary Severance Benefits Plan for Employees With Annual Base Pay
$200,000 and Above As Amended and Restated Effective January 9, 2004




Health and Welfare Plans



Reliant Resources, Inc. Group Welfare Benefits Plan — See attached for vendors and eligible
groups.




Incentive Plans



Reliant Resources, Inc. Annual Incentive Compensation Plan



Reliant Resources, Inc. 2002 Long-Term Incentive Plan



Reliant Resources, Inc. 2002 Stock Plan




Non-Union Education Assistance



Reliant Energy Health and Welfare Benefit and Financial Security Plans







28









 








Schedule 4.10(a) — Attachment




	 	 	 	 	 	 	 
	Plan/Vendor	 	Plan Type	 	Covered Employees	 	Funding
	MEDICAL
	 	 	 	 	 	 
	Capital District
Physician’s Health Plan
HMO (CDPHP

	 	HMO
	 	Local 97
	 	Fully insured
	CareFirst BCBS

	 	Comp Plan (90/10
	 	Local 97
	 	Self Insured
	 

	 	PPO Plan 8 ($20 Co-pay)
	 	Non Bargaining, Local 97
	 	Self insured
	 

	 	PPO Plan 4 ($1,000 Ded)
	 	Non Bargaining
	 	Self insured
	Excellus HMO (Formerly 

BCBS or Central NY)

	 	HMO
	 	Local 97
	 	Fully insured
	MENTAL HEALTH
	 	 	 	 	 	 
	Magellen

	 	Managed Mental Health
	 	Non Bargaining

Local 97
	 	Self insured
	EAP

	 	 	 	Non Bargaining
	 	Self insured
	PRESCRIPTION
	 	 	 	 	 	 
	Advanced PCS

	 	Prescription Drugs — policy
5109
	 	Non Bargaining, Local 97
	 	Self insured
	DENTAL
	 	 	 	 	 	 
	Delta Dental

	 	PPO
	 	Non Bargaining
	 	Self insured
	 

	 	Gold/Silver
	 	Local 97
	 	Self insured
	VISION
	 	 	 	 	 	 
	Vision Service Plan

	 	VSP PPO
	 	Non Bargaining
	 	Self insured
	 

	 	VSP Discount Plan
	 	Local 97
	 	Self insured
	WELFARE
	 	 	 	 	 	 
	Cigna — Life, AD&D,
BTA, State Disability

	 	Life- Basic
	 	Non Bargaining — 1X up
to $300,000
	 	Full insured
	 

	 	 	 	Local 97 — Plan
A§ = 1.5 X or
Plan B** =
2.5 up to $200,000,
includes disability
benefit	 	 
	 

	 	AD&D — Basic
	 	Local 97 — Plan A = 1.5
X or Plan B = 2.5
	 	Full insured
	 

	 	BTA
	 	Non Bargaining — $200,000
Local 97
	 	Full insured
	 

	 	State Disability
	 	Non Bargaining

Local 97
	 	Full insured
	UNUM — LTD

	 	LTD
	 	Non Bargaining

Local 97 (EE w/hire date

after 2/8/01)
	 	Full insured
	Self-insured

	 	LTD
	 	Local 97 (EE w/hire date

after 2/8/01 or before)
	 	Self-insured/pension

benefit
	ADMINISTRATION
	 	 	 	 	 	 
	Synhrgy

	 	Benefits Service Center

713-207-7373

800-932-7444
	 	Non Bargaining

Local 97	 	 
	OTHER
	 	 	 	 	 	 
	Section 125 Plan

	 	Pretax deductions. FSA’s
— dependent and medical
	 	Non Bargaining
	 	$5,000 dependent

$3,000 health
	 

	 	 	 	Local 97
	 	$5,000 dependent

$2,500 health








 




			
	§	 	This plan only applies to employees who were
hired prior to 10/1/84 and elected this plan when initially eligible and have
maintained their enrollment
	 
	**	 	Employees hired on or after 2/8/01






29











 





Schedule 4.10(c)

Employee Benefit Matters



As a result of an error by the plan’s actuary, a required contribution for approximately $194,000
to the Retirement Plan that was due on September 15, 2002, was not made until January of 2003.
Seller or an Affiliate of Seller filed Form 10 (Notice of Reportable Events) with the PBGC and Form
5330 with the IRS. Neither the PBGC nor the IRS imposed any additional penalties or took any
further action.







30









 








Schedule 4.12

Environmental Matters



The environmental conditions disclosed in the documents listed on this Schedule are incorporated
herein by reference.





	1.	 	The School Street Station has a Consent Order relating to remediation. This Consent Order was
issued to Niagara Mohawk. There is a Memorandum of Understanding between NiMo and Erie that
requires Erie to be responsible for all cleanup costs and other liabilities associated with
the Consent Order.
	 
	2.	 	The Ephratah Station has received four citations from the NYSDEC related to excessive pond
drawdown.
	 
	3.	 	The Chasm Falls Hydro Station received an Order on Consent for failure to properly distribute
Copies 3 and 4 of a Hazardous Waste Manifest. The Order must be signed and returned along with
the penalty payment of $1,000 by no later than May 4, 2004.
	 
	4.	 	The Carr Street Generating Station received a letter from the U.S. Environmental Protection
Agency stating that units A and B exceeded emissions for sulfur dioxide in 2001, as neither
unit held any sulfur dioxide allowances in their accounts as of March 1, 2002. In accordance
with 40 CFR Section 77.6 of the Acid Rain Program regulations, the penalty to be paid is
$5,548. Payment of this amount is due by May 29, 2004.
	 
	5.	 	Phase II Environmental Site Assessments prepared by Fluor Daniel GTI in September 1999 for
the following hydropower sites: Beardslee, Belfort, Bennetts Bridge, Blake Falls, Colton,
Deferiet, E.J. West, Ephratah, Flat Rock, Granby, Hannawa Falls, Hydraulic Race, Inghams
Mills, Mechanicville, Norfolk, Norwood, Piercefield, Rainbow Falls, Raymondville, School
Street, Sherman Island, South Edwards, Spier Falls, Stuyvesant Falls and Trenton Falls.
	 
	6.	 	Independent Technical Review, Orion Power Hydro Projects (NY) July 1999, Stone & Webster
Management Consultants, Inc.
	 
	7.	 	Independent Technical Review, Orion Power New York, LP Hydroelectric Assets September 4,
2002, Stone & Webster Consultants, Inc.
	 
	8.	 	Independent Technical Review, Orion Power New York, LP Thermal Assets, September 4, 2002,
Stone & Webster Consultants, Inc.
	 
	9.	 	Commerce and Industry Insurance Company Pollution Legal Liability Select Insurance Policy No.
808 67 02
	 
	10.	 	Environmental Site Assessment, East Syracuse Generating Plant (n/k/a Carr Street Generating
Station), conducted by Dames & Moore for Orion Power Holdings, Inc. on April 23, 1998.




31









 






	11.	 	Phase I Site Assessment, A&R Industrial, prepared for U.S. Generating Company, Syracuse New
York, by Galson Consulting, January 1999.
	 
	12.	 	Independent Engineer’s Report (Assessment of East Syracuse Generating Station n/k/a Carr
Street Generating Station) by Aptech Engineering dated April 1998.
	 
	13.	 	Under the terms of the Asset Sale Agreement between Niagara Mohawk Power Corporation (“NiMo”)
and Erie Boulevard Hydropower, L.P. dated December 12, 1998, NiMo retained all liability
relating to the release of 14,000 cubic yards of sand in 1997 at the Chasm Falls Hydroelectric
Facility. On September 1, 2000, NiMo entered into a Consent Decree with the New York State
Department of Environmental Conservation (“NYSDEC”) requiring NiMo to, among other things,
develop and implement an NYSDEC-approved long-term Sediment Management Plan (“SMP”). In
November 2000, NiMo submitted an SMP to the NYSDEC, and the NYSDEC subsequently raised a
number of questions regarding the SMP. NiMo has since responded to those questions, and on
April 1,2004 a final draft SMP was submitted to the New York State Attorney General’s Office.
NiMo is currently awaiting a response.
	 
	14.	 	NYSDEC Spill Number 0401049 — Beardslee Hydro, East Canada Creek. On April 29, 2004, there
was a spill of less than one gallon of non-PCB oil from the residual oil in the basement of
the Beardslee Hydro, affecting the tailrace area of the facility.
	 
	15.	 	NYSDEC Spill Number 0401119 — Inghams Hydro, East Canada Creek. On May 2, 2004, there was a
spill of approximately one to two gallons of non-PCB oil from the residual oil in the basement
of the Inghams Hydro, affecting the tailrace of the facility.
	 
	16.	 	NYSDEC Spill Number 0401322 — Soft Maple Hydro, Beaver River. On May 7, 2004, there was a
spill of less than one gallon of non-PCB oil from the Unit 1 wheel pit at the Soft Maple
Hydro, affecting the tailrace of the facility.




32









 











Schedule 4.13

Intellectual Property



None.







33









 








Schedule 4.15

Tangible Personal Property



Those computer systems and related hardware and software for enterprise-wide functions, including
financial accounting, accounts payable, purchasing, work management, materials management, cash
management, logistics, scheduling and energy trading that are owned or held by Seller or a
Non-Company Affiliate or Affiliates (including the items listed on Section 4.13 of the Seller’s
Disclosure Schedule), excluding (i) the hardware and computer systems that are located at the
Facilities, (ii) software that is licensed to Erie, Carr Street or OPNY GP II, and (iii) the
software listed below:





	 	•	 	NY Bidding Spreadsheet
	 
	 	•	 	NY Bid Tool
	 
	 	•	 	NY Settlements Tool
	 
	 	•	 	Common Plant Historian or Plant Information
	 
	 	•	 	Coned supplied application
	 
	 	•	 	HydroTelegyr EMS
	 
	 	•	 	Projectwise (Cadd drawing check in and check out system)
	 
	 	•	 	LaserFiche (document management system)
	 
	 	•	 	Microstation (versions 7 and 8)and a couple of AutoCad licenses.
	 
	 	•	 	RTA Fleet for fleet management
	 
	 	•	 	A proprietary program written for us to help manage our property taxes.
	 
	 	•	 	Scanning software for wide-format scanners
	 
	 	•	 	Autovue
	 
	 	•	 	Powerchute software,
	 
	 	•	 	Veritas BackupExec
	 
	 	•	 	OpenManage
	 
	 	•	 	CoStar labelwriter for a desktop label printer
	 
	 	•	 	Mapping (geographic) software.
	 
	 	•	 	CD burning software
	 
	 	•	 	MS FrontPage, Project, Visio, and Publisher




The licenses for the following software used by the Company are held by a Non-Company



Affiliate:




ABB Ranger

Trader.ems

Fuels Management System

Commercial Operations & Support

Air Bulk Sampling System

ATRisk

“Comprehensive Allowance Management System”

Capital Project Management System

Employee Training & Certification System

GenFuel Tracking

GenFuel — labvantage — interface

Mobile Maintenance Services System

PAXiT

Plantware 32

Primavera


Process Mapping Application



34









 





CTAM Web

Drawings Index

EGIS

EGIS Portal

EROWeb

Engineering Status (Project Management System)

Generation Performance and Reliability

Miss Opportunity Revenue

Outage Scheduling System

Outage Scheduling Optimization

Root Cause Analysis

SharePoint Document Management System

Station / Unit Information

RedTag

IFIX & PI Data Feeds (ODBC)

CT Scheduling Rate Program

Dispatch Simulator

Station Planning & Opportunity Tool

Weather Scraper

Allowance Tracking Workstation

Contractor Time and Material

SCT Banner Fuels System

Tool Hound

Welders Qualification System (WQS)

PJM Bid Tool

SAP

MS Office




35









 





Schedule 4.16

Real Property





	1.	 	Stuyvesant Falls Hydro Corporation v. Erie Boulevard Hydropower, L.P.
	 
	2.	 	Town of Moreau has threatened to condemn property at the Spier Falls, Feeder Dam and Sherman
Island Facilities
	 
	3.	 	At Bennett’s Bridge reservoir (which provides storage to Bennett’s Bridge and Lighthouse
Hill), a number of camps have been constructed below the high water line at Noble Shores.




36









 











Schedule 4.17

Good Operating Practices



None.







37









 








Schedule 4.19

Sufficiency





	1.	 	Terminated Contracts.
	 
	2.	 	Enterprise wide functions including tax services, financial accounting, legal, treasury,
purchasing, information technology, human resources and risk management.
	 
	3.	 	Insurance coverage.
	 
	4.	 	Those Permits the transfer of which requires Consent which has not been obtained or with
respect to which this transaction requires a replacement Permit.
	 
	5.	 	Seller Marks.
	 
	6.	 	The software listed on Schedule 4.15, the license to which is held by a Non-Company
Affiliate.




38









 












Schedule 4.21 — Banks




	 	 	 	 	 	 	 	 	 	 	 
	Company Name	 	Bank Name	 	Account Number	 	Account Name	 	Location	 	Signers
	Erie Blvd.

	 	Bank of America
	 	3751356110
	 	Revenue
	 	Dallas, TX
	 	Dan Hannon
	 

	 	 	 	 	 	 	 	 	 	William S. Waller, Jr.
	 

	 	 	 	 	 	 	 	 	 	Lloyd Whittington
	 
	 	 	 	 	 	 	 	 	 	 
	Erie Blvd.

	 	Bank of America
	 	3751356149
	 	Operating
	 	Dallas, TX
	 	Dan Hannon
	 

	 	 	 	 	 	 	 	 	 	William S. Waller, Jr.
	 

	 	 	 	 	 	 	 	 	 	Lloyd Whittington
	 
	 	 	 	 	 	 	 	 	 	 
	Erie Blvd.

	 	Bank of America
	 	3299787236
	 	Controlled Disbursement
	 	Dallas, TX
	 	Dan Hannon
	 

	 	 	 	 	 	 	 	 	William S. Waller, Jr.
	 

	 	 	 	 	 	 	 	 	 	Lloyd Whittington
	 
	 	 	 	 	 	 	 	 	 	 
	Carr Street Generating

	 	Bank of America
	 	3751356123
	 	Revenue
	 	Dallas, TX
	 	Dan Hannon
	 

	 	 	 	 	 	 	 	 	 	William S. Waller, Jr.
	 

	 	 	 	 	 	 	 	 	 	Lloyd Whittington
	 
	 	 	 	 	 	 	 	 	 	 
	Carr Street Generating

	 	Bank of America
	 	3751356152
	 	Operating
	 	Dallas, TX
	 	Dan Hannon
	 

	 	 	 	 	 	 	 	 	 	William S. Waller, Jr.
	 

	 	 	 	 	 	 	 	 	 	Lloyd Whittington
	 
	 	 	 	 	 	 	 	 	 	 
	Carr Street Generating

	 	Bank of America
	 	3299787194
	 	Controlled Disbursement
	 	Dallas, TX
	 	Dan Hannon
	 

	 	 	 	 	 	 	 	 	William S. Waller, Jr.
	 

	 	 	 	 	 	 	 	 	 	Lloyd Whittington
	 
	 	 	 	 	 	 	 	 	 	 
	Orion Power Operating Services

	 	Bank of America
	 	3751517807
	 	General Fund
	 	Dallas, TX
	 	Dan Hannon
	Coldwate

	 	 	 	 	 	 	 	 	 	William S. Waller, Jr.
	 

	 	 	 	 	 	 	 	 	 	Lloyd Whittington
	 
	 	 	 	 	 	 	 	 	 	 
	Orion Power Operating Services

	 	Bank of America
	 	3299787269
	 	Controlled Disbursement
	 	Dallas, TX
	 	Dan Hannon
	Coldwater

	 	 	 	 	 	 	 	 	William S. Waller, Jr.
	 

	 	 	 	 	 	 	 	 	 	Lloyd Whittington
	 
	 	 	 	 	 	 	 	 	 	 
	Orion Power Operating Services

	 	Bank of America
	 	3751517849
	 	General Fund
	 	Dallas, TX
	 	Dan Hannon
	Carr Street

	 	 	 	 	 	 	 	 	 	William S. Waller, Jr.
	 

	 	 	 	 	 	 	 	 	 	Lloyd Whittington
	 
	 	 	 	 	 	 	 	 	 	 
	Orion Power Operating Services

	 	Bank of America
	 	3299787186
	 	Controlled Disbursement
	 	Dallas, TX
	 	Dan Hannon
	Carr Street

	 	 	 	 	 	 	 	 	William S. Waller, Jr.
	 

	 	 	 	 	 	 	 	 	 	Lloyd Whittington
	 
	 	 	 	 	 	 	 	 	 	 
	Orion Power New York GP II, Inc.

	 	Mellon Bank
	 	119-3289
	 	General Fund
	 	Pittsburgh, PA
	 	Dan Hannon
	 

	 	 	 	 	 	 	 	 	 	William S. Waller, Jr.
	 

	 	 	 	 	 	 	 	 	 	Lloyd Whittington
	 
	 	 	 	 	 	 	 	 	 	 
	Orion Power New York GP II, Inc.

	 	Mellon Bank
	 	119-3297
	 	Controlled Disbursement
	 	Pittsburgh, PA
	 	Dan Hannon
	 

	 	 	 	 	 	 	 	 	William S. Waller, Jr.
	 

	 	 	 	 	 	 	 	 	 	Lloyd Whittington








 




			
	*	 	Note: William S. Waller, Jr., will be leaving effective June 30, 2004, and will be replaced by
another authorized signer.






39











 





Schedule 4.21

Banks





	1.	 	Powers of attorney granted in connection with the following:




(a) (i) the Amended and Restated Credit Agreement, dated as of October 28, 2002, among Orion Power
New York, L.P., as Borrower, Banc of America Securities LLC and BNP Paribas, as Lead Arrangers and
Joint Book Runners, the lenders party thereto, and Bank of America, N.A., as Issuing Bank and as
Administrative Agent, as amended to date, (b) the “Financing Documents” as defined therein or
executed pursuant thereto and as amended to date, and (c) any of the “Credit Parties’” (as defined
therein) organizational documents.



(b) (i) the Second Amended and Restated Credit Agreement dated October 28, 2002, among Orion Power
Midwest, L.P., as Borrower, Banc of America Securities LLC and BNP Paribas, as Lead Arrangers and
Joint Book Runners, the lenders parties thereto, Bank of America, N.A., as Issuing Bank and
Administrative Agent, as amended to date, and (ii) the “Financing Documents” as defined therein or
executed pursuant thereto and as amended to date.



(c) (i) the Amended and Restated Credit and Guaranty Agreement, dated as of March 28, 2003, by and
among Reliant Energy, Inc. and the other Credit Parties referred to therein; the Lenders referred
to therein; Bank of America, N.A., as Administrative Agent, as Collateral Agent, and as an Issuing
Bank; and Barclays Bank, PLC and Deutsche Bank AG, New York Branch, as syndication agents for the
Lenders, as amended to date and (ii) the “Fundamental Documents” as defined therein or executed
pursuant thereto and as amended to date.





	2.	 	Power of Attorney in favor of Orion Power New York G.P. Inc. on behalf of Erie Boulevard
Hydropower, L.P.






	3.	 	Power of Attorney in favor of Orion Power New York G.P. Inc. on behalf of Carr Street
Generating Station, L.P.




40









 











Schedule 5.03(c)

Buyer Governmental Approvals




1. Federal Energy Regulatory Commission Approvals (“FERC”)




     Application for the transfer of control of assets under Section 203 of the FPA.



     Notice of Change in Status regarding Erie Boulevard Hydropower, LP’s market-based rate
authorization pursuant to Section 205 of the FPA (FERC Docket No. ER99-1764-000).



     Notice of Change in Status regarding Orion Power New York GP, II Inc.’s market-based rate
authorization pursuant to Section 205 of the FPA (FERC Docket No. ER02-2435-000).



     Notice of Change in Status regarding Carr Street Generating Station, LP’s market-based rate
authorization pursuant to Section 205 of the FPA (FERC Docket No. ER98-4095-000).



     Notice of Change in Exempt Wholesale Generator Status or New Application for Exempt Wholesale
Generator Status for Erie Boulevard Hydropower, LP (FERC Docket No. EG99-156-000).



     Notice of Change in Exempt Wholesale Generator Status or New Application for Exempt Wholesale
Generator Status for Orion Power New York GP, II (FERC Docket No. EG02-178-000).



     Notice of Change in Exempt Wholesale Generator Status or New Application for Exempt Wholesale
Generator Status for Carr Street Generating Station, LP (FERC Docket No. EG98-101-000).



     Notice of Change in Exempt Wholesale Generator Status or New Application for Exempt Wholesale
Generator Status for COSI Coldwater Inc. (FERC Docket No. EG99-204-000).



     Notice of Change in Exempt Wholesale Generator Status or New Application for Exempt Wholesale
Generator Status for Orion Power Operating Services Carr Street, Inc. (FERC Docket No.
EG99-205-000).



2. New York Public Service Commission Approvals (“NYPSC”)




     Application for “lightened regulation” approving the transaction pursuant to § 70 of the New
York Public Service Law.



     Application seeking authorization of the transaction pursuant to § 69 of the New York Public
Service Law if stocks, bonds or other forms of indebtedness are issued in order to pay for the
acquisition.



3. Hart-Scott-Rodino Act




     Applicable requirements under the HSR Act.



41









 





Schedule 6.02

Certain Permitted Actions



1. OPNY Corporate Reorganization



At Seller’s election, OPNY GP II may be converted to a limited liability company, in which event
the membership interests of which shall be contributed to Erie. In connection with such
reorganization, OPNY GP II may grant a lien on its membership interests and issue a guaranty to the
OPNY LP and Orion Power MidWest, L.P. lenders.



2. OPOS Corporate Reorganization



At Seller’s election, OPOS Carr Street and OPOS Coldwater may each be converted into limited
liability companies, in which event the membership interests of such limited liability companies
shall be contributed to Carr Street and Erie, respectively. In connection with such
reorganization, OPOS Carr Street and OPOS Coldwater may each grant liens on their membership
interests and issue guaranties to the OPNY LP and Orion Power MidWest, L.P. lenders.



3. Negotiation and, subject to OPNY lender approval, execution of an Operating Agreement for
Motoring and Control Center Communications between Erie and Niagara Mohawk substantially in
accordance with the Memorandum of Understanding with respect thereto dated March 16, 2001.



4. Negotiation and, subject to OPNY lender approval, execution of a Facilities Services Agreement
between Erie and OPOS Coldwater.







42









 








Schedule 6.02(b)(iv)

Permitted Capital Expenditures




	 	 	 	 	 	 	 	 	 
	 	 	2004	 	 	2005	 
	 
	 	 	 	 	 	 	 	 
	Capital Expenditures*
	 	$	11,356,000	 	 	$	15,656,000	 








 




			
	*	 	Excludes any amount expensed pursuant to the Company’s capitalization policy.




43









 










Schedule 6.02(b)(iv)

Permitted Capital Expenditures




Capital Expenditure Detail — 2004 to 2005




	 	 	 	 	 	 	 	 	 	 	 
	Basin	 	ProjectName	 	2004	 	 	2005	 
	 
	 
	 	 	 	 	 	 	 	 	 	 
	EBH
	 	EBH EBH Vehicle Replacements	 	 	 	 	 	 	 	 
	 
	 	EBH New RTU Installation (Post PPA Preparation)	 	 	 	 	 	 	 	 
	 
	 	EBH River Dispatch Optimization Tool	 	 	 	 	 	 	 	 
	 
	 	EBH River Radio Communication System	 	 	 	 	 	 	 	 
	EBH Total
	 	 	 	 	2,907,300	 	 	 	756,800	 
	 
	 	 	 	 	 	 	 	 	 	 
	Hudson
	 	Hudson Beardslee Replace Relay/control panel	 	 	 	 	 	 	 	 
	 
	 	Hudson EJ West RTU	 	 	 	 	 	 	 	 
	 
	 	Hudson EJ West Tail Race Gates (Stop Logs)	 	 	 	 	 	 	 	 
	 
	 	Hudson EPHRATA Auto Start Stop	 	 	 	 	 	 	 	 
	 
	 	Hudson Feeder Auto Start Stop	 	 	 	 	 	 	 	 
	 
	 	Hudson Feeder Trashracks & fish handling	 	 	 	 	 	 	 	 
	 
	 	Hudson INGHAMS Auto Start Stop	 	 	 	 	 	 	 	 
	 
	 	Hudson Johnsonville Auto Start Stop	 	 	 	 	 	 	 	 
	 
	 	Hudson Johnsonville Fish Protection Measure	 	 	 	 	 	 	 	 
	 
	 	Hudson Schaghticoke Auto Start Stop	 	 	 	 	 	 	 	 
	 
	 	Hudson Schaghticoke Pneumatic Flashoboards	 	 	 	 	 	 	 	 
	 
	 	Hudson Schaghticoke RTU	 	 	 	 	 	 	 	 
	 
	 	Hudson School Street Auto Start Stop	 	 	 	 	 	 	 	 
	 
	 	Hudson School Street Canal intake gates & structure	 	 	 	 	 	 	 	 
	 
	 	Hudson School Street Downstream Fish Conveyance	 	 	 	 	 	 	 	 
	 
	 	Hudson School Street Recreation & Public Enhancements	 	 	 	 	 	 	 	 
	 
	 	Hudson School Street Trash racks	 	 	 	 	 	 	 	 
	 
	 	Hudson Schuyerville auto start stop	 	 	 	 	 	 	 	 
	 
	 	Hudson Sherman Island Bypass structure (New Small Dam)	 	 	 	 	 	 	 	 
	 
	 	Hudson Sherman Island RTU	 	 	 	 	 	 	 	 
	 
	 	Hudson Sherman Island Rubber dam New	 	 	 	 	 	 	 	 
	 
	 	Hudson Sherman Island Unit 2 Rewind	 	 	 	 	 	 	 	 
	 
	 	Hudson Sherman Island Unit 3 Rewind	 	 	 	 	 	 	 	 
	 
	 	Hudson Spier Falls New RTU	 	 	 	 	 	 	 	 
	 
	 	Hudson Spier Falls Unit 9 rewind	 	 	 	 	 	 	 	 
	 
	 	Hudson Testing Equipment	 	 	 	 	 	 	 	 
	Hudson Total
	 	 	 	 	4,583,847	 	 	 	11,062,700	 
	 
	 	 	 	 	 	 	 	 	 	 
	Ontario
	 	Ontario Beebee Island Car-Top Boat Launch (New Recreation)	 	 	 	 	 	 	 	 
	 
	 	Ontario Beebee Island Trashracks	 	 	 	 	 	 	 	 
	 
	 	Ontario Belfort New Auto start/stop system	 	 	 	 	 	 	 	 
	 
	 	Ontario Bennetts Bridge Powerhouse Lighting	 	 	 	 	 	 	 	 
	 
	 	Ontario Bennetts Bridge auto stop start	 	 	 	 	 	 	 	 
	 
	 	Ontario Black River Canal Headgates	 	 	 	 	 	 	 	 
	 
	 	Ontario Eagle Falls New Auto Start/Stop system	 	 	 	 	 	 	 	 
	 
	 	Ontario Eagle Falls Remote Terminal Unit replacement	 	 	 	 	 	 	 	 
	 
	 	Ontario Effley Generator Rewinds Unit 1	 	 	 	 	 	 	 	 
	 
	 	Ontario Effley New Auto start/stop system one unit	 	 	 	 	 	 	 	 
	 
	 	Ontario Effley Penstocks (>10ft/>4”)	 	 	 	 	 	 	 	 
	 
	 	Ontario Elmer New Auto start/stop system one unit	 	 	 	 	 	 	 	 
	 
	 	Ontario Elmer New SCADA system	 	 	 	 	 	 	 	 






44









 






Capital Expenditure Detail — 2004 to 2005




	 	 	 	 	 	 	 	 	 	 	 
	Basin	 	ProjectName	 	2004	 	 	2005	 
	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	Ontario Fulton Auto Start Stop	 	 	 	 	 	 	 	 
	 
	 	Ontario Fulton Fish passage, trashracks, min.flow	 	 	 	 	 	 	 	 
	 
	 	Ontario Glenwood Rewind Unit # 3	 	 	 	 	 	 	 	 
	 
	 	Ontario Grandby Trash rake	 	 	 	 	 	 	 	 
	 
	 	Ontario High Falls Gen. Rewind U1	 	 	 	 	 	 	 	 
	 
	 	Ontario High Falls Gen. Rewind U2	 	 	 	 	 	 	 	 
	 
	 	Ontario High Falls New Auto Start/Stop System	 	 	 	 	 	 	 	 
	 
	 	Ontario Lighthouse Battery Replacement	 	 	 	 	 	 	 	 
	 
	 	Ontario Minetto Rewind Generator U1	 	 	 	 	 	 	 	 
	 
	 	Ontario Minetto Trashrack replace in 2 bays	 	 	 	 	 	 	 	 
	 
	 	Ontario Moshier RTU replacement	 	 	 	 	 	 	 	 
	 
	 	Ontario Oswego Falls E. Generator Rewinds Unit 2	 	 	 	 	 	 	 	 
	 
	 	Ontario Oswego Falls E. Generator Rewinds Unit 3	 	 	 	 	 	 	 	 
	 
	 	Ontario Oswego Falls East New Auto Start System	 	 	 	 	 	 	 	 
	 
	 	Ontario Oswego Falls W. 1” Trashracks	 	 	 	 	 	 	 	 
	 
	 	Ontario Sewalls New Auto Start System	 	 	 	 	 	 	 	 
	 
	 	Ontario Taylorville New Auto Start/Stop System	 	 	 	 	 	 	 	 
	 
	 	Ontario Trenton New Recreation Facility	 	 	 	 	 	 	 	 
	 
	 	Ontario Varick Auto Stop Start	 	 	 	 	 	 	 	 
	 
	 	Ontario Varick Bypass enhancement New Small Dam	 	 	 	 	 	 	 	 
	 
	 	Ontario Varick Eel passage	 	 	 	 	 	 	 	 
	 
	 	Ontario Varick Trash Rake	 	 	 	 	 	 	 	 
	 
	 	Ontario Waterport Headgate Operators	 	 	 	 	 	 	 	 
	Ontario Total
	 	 	 	 	1,421,201	 	 	 	1,586,200	 
	 
	 	 	 	 	 	 	 	 	 	 
	St. Lawrence
	 	St Lawrence Higley Redevelopment (Under Construction 2002)	 	 	 	 	 	 	 	 
	 
	 	St. Lawrence Allens Falls Auto Start Stop	 	 	 	 	 	 	 	 
	 
	 	St. Lawrence Blake Recreation (2005) (new)	 	 	 	 	 	 	 	 
	 
	 	St. Lawrence Browns Falls Rewind #1 Generator	 	 	 	 	 	 	 	 
	 
	 	St. Lawrence Browns Falls Rewind #2 Generator & Runner	 	 	 	 	 	 	 	 
	 
	 	Replacement	 	 	 	 	 	 	 	 
	 
	 	St. Lawrence Carry Falls Recreation (2005) (New)	 	 	 	 	 	 	 	 
	 
	 	St. Lawrence Colton 1 Runner Replacement	 	 	 	 	 	 	 	 
	 
	 	St. Lawrence Colton Recreation (2004) (New)	 	 	 	 	 	 	 	 
	 
	 	St. Lawrence Colton Replace Oil System (Pressure	 	 	 	 	 	 	 	 
	 
	 	Governor/Control)	 	 	 	 	 	 	 	 
	 
	 	St. Lawrence East Norfolk Recreation (2005) (New)	 	 	 	 	 	 	 	 
	 
	 	St. Lawrence East Norfolk Tainter Gate Repairs	 	 	 	 	 	 	 	 
	 
	 	St. Lawrence Eel Weir auto stop start	 	 	 	 	 	 	 	 
	 
	 	St. Lawrence Five Falls Fish Passage (2004) Conveyance	 	 	 	 	 	 	 	 
	 
	 	St. Lawrence Five Falls Recreation (2005) (New)	 	 	 	 	 	 	 	 
	 
	 	St. Lawrence Flat Rock auto stop start	 	 	 	 	 	 	 	 
	 
	 	St. Lawrence Franklin Falls Rewind #2 Generator	 	 	 	 	 	 	 	 
	 
	 	St. Lawrence Hannawa auto start stop	 	 	 	 	 	 	 	 
	 
	 	St. Lawrence Hannawa Dike New Drainage System	 	 	 	 	 	 	 	 
	 
	 	St. Lawrence Hannawa Recreation (2004) (New)	 	 	 	 	 	 	 	 
	 
	 	St. Lawrence Heuvelton Auto Stop Start	 	 	 	 	 	 	 	 
	 
	 	St. Lawrence Higley Replace Broom (Tainter) Gate	 	 	 	 	 	 	 	 
	 
	 	St. Lawrence MACOMB Auto Stop Start	 	 	 	 	 	 	 	 
	 
	 	St. Lawrence Norfolk Fish Protection (2004) Trash Rack	 	 	 	 	 	 	 	 
	 
	 	St. Lawrence Norfolk Recreation (2005) (New)	 	 	 	 	 	 	 	 
	 
	 	St. Lawrence Norwood Recreation (2005) (New)	 	 	 	 	 	 	 	 






45









 





Capital Expenditure Detail — 2004 to 2005




	 	 	 	 	 	 	 	 	 	 	 
	Basin	 	ProjectName	 	2004	 	 	2005	 
	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	St. Lawrence Parishville Auto Stop Start	 	 	 	 	 	 	 	 
	 
	 	St. Lawrence Piercefield 1 St.
Lawrence Batt — 2004	 	 	 	 	 	 	 	 
	 
	 	St. Lawrence Piercefield 1 St. Lawrence Batt — 2005	 	 	 	 	 	 	 	 
	 
	 	St. Lawrence Piercefield Auto Stop Start	 	 	 	 	 	 	 	 
	 
	 	St. Lawrence Piercefield Rewind #2 Generator	 	 	 	 	 	 	 	 
	 
	 	St. Lawrence Rainbow Fish Passage (2005) Conveyance	 	 	 	 	 	 	 	 
	 
	 	St. Lawrence Rainbow Recreation (2005) (New)	 	 	 	 	 	 	 	 
	 
	 	St. Lawrence Raymondville Recreation (2005) (New)	 	 	 	 	 	 	 	 
	 
	 	St. Lawrence South Colton Fish Passage (2004) Conveyance	 	 	 	 	 	 	 	 
	 
	 	St. Lawrence South Colton Recreation (2005) (New)	 	 	 	 	 	 	 	 
	 
	 	St. Lawrence SOUTH EDWARDS auto stop start	 	 	 	 	 	 	 	 
	 
	 	St. Lawrence Stark 1 GSU Transformer Replace	 	 	 	 	 	 	 	 
	 
	 	St. Lawrence Stark Recreation (2005) (New)	 	 	 	 	 	 	 	 
	 
	 	St. Lawrence Sugar Island auto Stop Start	 	 	 	 	 	 	 	 
	 
	 	St. Lawrence Sugar Island Recreation (2004) New	 	 	 	 	 	 	 	 
	 
	 	St. Lawrence Sugar Island Rewind #1 Generator	 	 	 	 	 	 	 	 
	 
	 	St. Lawrence Newton Falls Lower auto stop start	 	 	 	 	 	 	 	 
	 
	 	St. Lawrence Newton Falls Upper auto stop start	 	 	 	 	 	 	 	 
	 
	 	St. Lawrence Newton Falls Other	 	 	 	 	 	 	 	 
	St. Lawrence Total
	 	 	 	 	2,355,058	 	 	 	2,222,323	 
	 
	 	 	 	 	 	 	 	 	 	 
	Carr Street
	 	Carr Street Capex	 	 	 	 	 	 	 	 
	Carr Street Total
	 	 	 	 	88,000	 	 	 	27,500	 






46









 






Schedule 6.05(a)

Support Obligations




	 	 	 	 	 
	Cash Collateral	 	 	 	 
	Niagara Mohawk
	 	$	400,092	 





Letter of credit issued to Liberty Mutual securing $8,750 surety bond posted to NYSDEC.



Letters of credit issued to secure payment obligations under Material Contracts, but in no event to
exceed $15,000,000 in the aggregate.







47









 








Schedule 6.06

Excluded Assets




None.








48









 








Schedule 6.07

Terminated Contracts





	1.	 	Netting Agreement among Reliant Energy Services, Inc., Carr Street Generating Station, LP,
Erie Boulevard Hydropower, LP, Astoria Generating Company, LP and Orion Power New York, LP
dated October 28, 2002*
	 
	2.	 	RES Services Agreement among Reliant Energy Services, Inc., Carr Street Generating Station,
LP, Erie Boulevard Hydropower, LP, Astoria Generating Company, LP and Orion Power New York, LP
dated October 28, 2002*
	 
	3.	 	REWS Services Agreement among Reliant Energy Wholesale Services Company, Erie Boulevard
Hydropower, LP, Carr Street Generating Station, LP, Astoria Generating Company, LP and Orion
Power New York, LP dated October 28, 2002*
	 
	4.	 	Base Contract for Sale and Purchase of Natural Gas (NAESB) between Reliant Energy Services,
Inc. and Carr Street Generating Station, LP dated December 1, 2003
	 
	5.	 	Tax Sharing Agreement dated effective as of October 1, 2002, by and among Reliant Resources,
Inc., and each other affiliated entity listed on Schedule A thereto.**







 




			
	*	 	To be terminated as to Erie and Carr Street
only
	 
	**	 	To be terminated as to OPNY GPII, OPOS
Coldwater and OPOS Carr Street only




49









 










Schedule 6.13(c)

Affiliate Employees




	 	 	 	 	 
	Linda Becker

	 	—
	 	Human Resources Manager
	Amy Brown

	 	—
	 	Technical Analyst I
	Frank Carello

	 	—
	 	Sourcing Specialist Staff
	Robert Easterly

	 	—
	 	Tax Manager I
	Dimitrios Mihou

	 	—
	 	Safety Representative IV
	Ernie Pichette

	 	—
	 	Technical Analyst III






50









 






Schedule 7.01(c)

Company Lien Release Consents



1. Consents necessary to effect the Closing under (a) the Amended and Restated Credit Agreement,
dated as of October 28, 2002, among Orion Power New York, L.P., as Borrower, Banc of America
Securities LLC and BNP Paribas, as Lead Arrangers and Joint Book Runners, the lenders party
thereto, and Bank of America, N.A., as Issuing Bank and as Administrative Agent, as amended to
date, (b) the “Financing Documents” as defined therein or executed pursuant thereto and as amended
to date, and (c) any of the “Credit Parties’” (as defined therein) organizational documents.



2. Consents necessary to effect the Closing under (i) the Second Amended and Restated Credit
Agreement dated October 28, 2002, among Orion Power Midwest, L.P., as Borrower, Banc of America
Securities LLC and BNP Paribas, as Lead Arrangers and Joint Book Runners, the lenders parties
thereto, Bank of America, N.A., as Issuing Bank and Administrative Agent, as amended to date, and
(ii) the “Financing Documents” as defined therein or executed pursuant thereto and as amended to
date.



3. Consents necessary, if any, to effect the Closing under (i) the Amended and Restated Credit and
Guaranty Agreement, dated as of March 28, 2003, by and among Reliant Energy, Inc. and the other
Credit Parties referred to therein; the Lenders referred to therein; Bank of America, N.A., as
Administrative Agent, as Collateral Agent, and as an Issuing Bank; and Barclays Bank, PLC and
Deutsche Bank AG, New York Branch, as syndication agents for the Lenders, as amended to date and
(ii) the “Fundamental Documents” as defined therein or executed pursuant thereto and as amended to
date.








51









 








Schedule I-1

Seller’s Knowledge




	 	 	 	 	 
	Mark Sudbey

	 	—
	 	Senior Vice President
	Dan Hannon

	 	—
	 	Senior Vice President, Finance and Corporate Development
	Glenn Camus

	 	—
	 	Assistant Secretary
	Dave Youlen

	 	—
	 	Managing Director — Hydro
	Andrew Johannesen

	 	—
	 	Director, Corporate Development
	Vince Cegielski

	 	—
	 	Director — Generation Operations Accounting
	Walter “Fred” McGuire

	 	—
	 	Vice President, Environmental, Safety and Industrial Health
	Mike Fredell

	 	—
	 	Director, State and Property Tax






52









 






Schedule I-2

Buyer’s Knowledge




	 	 	 	 	 
	Harry Goldgut

	 	—
	 	Co-Chairman and Chief Executive Officer
	Richard Legault

	 	—
	 	President and Chief Operating Officer
	Colin Clark

	 	—
	 	Executive Vice President and Chief Technical Officer
	Carlos Felipe M. Pinel

	 	—
	 	Director, Corporate Planning and Development
	Michel Beaudin

	 	—
	 	Vice President, Corporate Development







53