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Exhibit 10.12    
  


WAIVER AND AMENDMENT AGREEMENT
  (Amendment No. 5) 


        This
WAIVER AND AMENDMENT AGREEMENT, dated as of September 25, 2002 (this "Agreement"), is made and entered into by
Société Générale, as Administrative Agent, Citibank N.A., as Depositary Agent, each of the undersigned Banks and Lender Group Agents (acting
in its capacity as a Bank, Related Bank and Lender Group Agent), and GenHoldings I, LLC ("Borrower"). 



        Reference
is made to the Amended and Restated Credit Agreement, dated as of March 15, 2002 (the "Credit Agreement"), among
Borrower, Société Générale, as Administrative Agent and a Lead Arranger, Citibank, N.A., as Syndication Agent and a Lead Arranger, the other
agents and arrangers listed on the signature pages thereto, JPMorgan Chase Bank, as issuer of the Letters of Credit, the financial institutions from time to time party thereto as lenders, and the
other persons party thereto from time to time. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Credit Agreement. 


RECITALS  


        WHEREAS, an Inchoate NEG Downgrade Event has occurred and is continuing and therefore, pursuant to the proviso to  Section 3.15.1(a)(i) of the Credit Agreement, on any date on which Project Costs are due and payable, Borrower is required to make, or cause to
be made, Cash Equity Contributions in an amount that, after giving effect to any Alternatively Sourced Equity Contributions then available to pay such Project Costs, is sufficient to pay such Project
Costs in an aggregate amount up to the then current Available Equity Commitment; and 


        WHEREAS,
the parties hereto wish to clarify that Cash Equity Contributions made pursuant to the proviso to Section 3.15.1(a)(i) to
the Credit Agreement are not intended to be treated as Alternatively Sourced Equity Contributions by amending the definition of Alternatively Sourced Equity Contributions; and 


        WHEREAS,
the parties hereto wish to clarify that Borrower will be responsible for the reasonable fees, expenses and disbursements of (a) Luskin, Stern & Eisler LLP which
shall serve as special counsel to Administrative Agent and (b) a financial consultant to Administrative Agent, in each case in connection with certain ongoing issues related to the Credit
Documents, by amending Section 11.4.1 of the Credit Agreement; and 



        WHEREAS,
the parties hereto wish to clarify the process pursuant to which disbursements are made from the Construction Account to pay Project Costs under circumstances in which no
Borrowing is requested and therefore the parties would like to make clarifying changes to the form of Construction Requisition in order to address such circumstances (including circumstances in which
Borrower is making Cash Equity Contributions pursuant to the proviso contained in Section 3.15.1(a)(i) of the Credit Agreement); and 


        WHEREAS,
to facilitate the making of Equity Contributions by Borrower (specifically Equity Contributions in the form of payments made directly by or on behalf of Borrower for the payment
of Project Costs), the parties hereto wish to permit certain Alternatively Sourced Equity Contributions to be credited against the Total Equity Commitment whether or not such amounts have been
disbursed from the Construction Account in accordance with Section 4.1.2 of the Depositary Agreement (as required by  Section 3.7.5 of the Credit
Agreement) so long as the other conditions in Section 3.7 of
the Credit Agreement have been met and therefore the parties wish to amend the Credit Agreement to eliminate the requirement that all Alternatively Sourced Equity Contributions must be disbursed in
accordance with Section 4.1.2 of the Depositary Agreement; and 


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        WHEREAS,
due to its failure to provide credit support as required under Section 3.4 of each of the PGET Purchase/Sale Agreements,
PGET is in default under each of the PGET Purchase/Sale Agreements; and 


        WHEREAS,
because each PGET Purchase/Sale Agreement is a Major Project Document and because certain Banks believe (although Borrower does not acknowledge) that each default by PGET
described above would reasonably be expected to have a Project Material Adverse Effect on the relevant Project, such Banks believe (although Borrower does not acknowledge) that a Project Inchoate
Default under Section 6.1.7 of each Project Company Guaranty and a Project Fundamental Inchoate Default under  Section 6.2.6 of each Project
Company Guaranty has occurred and is continuing and that, if the default by PGET is not cured within the time
specified therefore in each Project Company Guarantee, a Project Event of Default under Section 6.1.7 of each Project Company Guaranty and a
Borrower Event
of Default under Section 7.1.12 of the Credit Agreement will occur and be continuing (such Project Inchoate Defaults, Project Fundamental
Inchoate Defaults, Project Events of Default, and Borrower Event of Default and any Borrower Inchoate Default resulting from the default by PGET described above, the "PGET
Defaults"); and 


        WHEREAS,
Section 4.15.2 of the Millennium Project Company Guaranty requires that Completion of the Millennium Project be achieved
on or before the EPC Date Certain which, for the Millennium Project, is August 20, 2002; and 


        WHEREAS,
because the Millennium Project has not achieved Completion on or before the EPC Date Certain, a Project Inchoate Default exists under  Section 6.1.6(e) of the Millennium Project Company Guaranty
(the "Millennium Completion
Default"); and 


        WHEREAS,
the Construction Requisition required to be submitted by Borrower in order to request a disbursement of funds from the Construction Account requires Borrower to state, among
other things, that no (a) Borrower Inchoate Default or Borrower Event of Default or (b) Project Inchoate Default or Project Event of Default with respect to the Subject Intermediate
Holding Companies, Subject Project Company or Subject Project has occurred and is continuing; and 


        WHEREAS,
with respect to the PGET Defaults and the Millennium Completion Default, Borrower has requested (notwithstanding the fact that Borrower does not acknowledge the PGET Defaults)
that, in order to permit disbursements from the Construction Account, the Majority Banks waive the requirements contained in the Construction Requisition, that (a) each Subject Project is
reasonably expected to achieve Completion on or before the EPC Date Certain and (b) no (i) Borrower Inchoate Default or Borrower Event of Default or (ii) Project Inchoate Default
or Project Event of Default with respect to the Subject Intermediate Holding Companies, Subject Project Company or Subject Project has occurred and is continuing; and 


        WHEREAS,
pursuant to Section 4.1.2 of the Depositary Agreement, Administrative Agent shall instruct Depositary Agent to make the
withdrawals and disbursements requested in a Construction Requisition only so long as no Borrower Event of Default or Disbursement Project Event of Default has occurred and is continuing; and 


        WHEREAS,
with respect to the PGET Defaults and the Millennium Completion Default, Borrower has requested (notwithstanding the fact that Borrower does not acknowledge the PGET Defaults)
that, to permit the making of withdrawals and disbursements requested in a Construction Requisition, the Majority Banks waive the requirement in  Section 4.1.2 of the Depositary Agreement that no
Borrower Event of Default or Disbursement Project Event of Default has occurred and is
continuing; and 


        WHEREAS,
pursuant to Section 4.2.2 of the Depositary Agreement, Administrative Agent shall instruct Depositary Agent to make the
disbursements from the Pre-Completion Revenue Account as specified in an applicable Disbursement Request only so long as (i) no Borrower Event of Default has 


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occurred and is continuing at the time the disbursements are made and (ii) with respect to the disbursements described in clause First of such  Section 4.2.2, no Disbursement Project Event of Default has occurred and is continuing; and
 


        WHEREAS,
with respect to the PGET Defaults and the Millennium Completion Default, Borrower has requested (notwithstanding the fact that Borrower does not acknowledge the PGET Defaults)
that, to permit the making of disbursements from the Pre-Completion Revenue Account pursuant to clauses First,  Second and Third of Section 4.2.2 of the
Depositary Agreement, the Majority Banks waive the requirement that no (i) no Borrower Event of Default has occurred and is continuing at the time the disbursements are made and
(ii) with respect to the disbursements described in clause First of such Section 4.2.2, no
Disbursement Project Event of Default has occurred and is continuing; and 


        WHEREAS,
pursuant to Sections 3.7.1 and 3.7.6 of the Credit Agreement, Alternatively
Sourced Equity Contributions are not credited against the Total Equity Commitment unless, among other things, (a) no (i) Borrower Inchoate Default or Borrower Event of Default or
(ii) Project Event of Default or Project Inchoate Default with respect to the Subject Intermediate Holding Companies, Subject Project Company or Subject Project shall have occurred and be
continuing and (b) each Subject Project shall be reasonably expected to achieve Completion on or prior to the EPC Date Certain therefore; and 


        WHEREAS,
with respect to the PGET Defaults and the Millennium Completion Default, Borrower has requested (notwithstanding the fact that Borrower does not acknowledge the PGET defaults)
that, to permit the crediting of Alternatively Sourced Equity Contributions made by or on behalf of Borrower from August 22, 2002 through and including the date which is three Banking Days
after the date on which this Agreement becomes effective, the Majority Banks waive the following conditions precedent to the crediting of Alternatively Sourced Equity Contributions: (a) the
condition precedent, pursuant to Section 3.7.1 of the Credit Agreement, that no (i) Borrower Inchoate Default or Borrower Event of Default
or (ii) Project Event of Default or Project Inchoate Default with respect to the Subject Intermediate Holding Companies, Subject Project Company or Subject Project shall have occurred and be
continuing and (b) the condition precedent, pursuant to Section 3.7.6 of the Credit Agreement, that each Subject Project shall be
reasonably expected to achieve Completion on or prior to the EPC Date Certain therefore; and 


        WHEREAS,
the achievement of Completion by an Approved Project is a Credit Event and, pursuant to Section 3.12.2 of the Credit
Agreement, it is a condition precedent to each Credit Event that no (a) Borrower Inchoate Default or Borrower Event of Default or (b) Project Inchoate Default or Project Event of Default
with respect to the Subject Intermediate Holding Companies, Subject Project Company or Subject Project shall have occurred and be continuing; and 


        WHEREAS,
with respect to the PGET Defaults and the Millennium Completion Default, for the purpose of the achievement of Completion by the Millennium Project, Borrower has requested
(notwithstanding the fact that Borrower does not acknowledge the PGET Defaults) that the Majority Banks waive the requirement that no (a) Borrower Inchoate Default or Borrower Event of Default
or (b) Project Inchoate Default or Project Event of Default with respect to the Subject Intermediate Holding Companies, Subject Project Company or Subject Project shall have occurred and be
continuing; and 


        WHEREAS,
pursuant to the second sentence of Section 5.15.1 of each Project Company Guaranty, each Project Company may enter into
Permitted Change Orders (as defined in each applicable Project Company Guaranty) only so long as no Project Event of Default or Project Fundamental Inchoate Default has occurred and is continuing; and 


        WHEREAS,
with respect to the PGET Defaults and the Millennium Completion Default, Borrower has requested (notwithstanding the fact that Borrower does not acknowledge the PGET 


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Defaults) that, to permit each Project Company to enter into Permitted Change Orders, the Majority Banks waive the requirement that each Project Company may enter into Permitted Change Orders only so
long as no Project Event of Default or Project Fundamental Inchoate Default has occurred and is continuing; and 


        WHEREAS,
the parties hereto have agreed to make the amendments described below and the Majority Banks are willing to provide the waivers requested by Borrower in accordance with and
subject to the terms and conditions hereof. 


AGREEMENT  


        NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree, subject to the terms and provisions set forth herein, to the following: 


        Section 1.    Amendments to Depositary Agreement, Definitions, Form of Construction Requisition and Credit
Agreement.    



        (a)  Section 4.1.2 of the Depositary Agreement is hereby amended by (1) adding the following words to the end of
the second sentence: "or, if such Construction Requisition is provided under circumstances where there is no Borrowing requested pursuant to  Section 2.1.1(b) of the Credit Agreement and such
Construction Requisition pertains solely to the proceeds of Equity Contributions on deposit in
the
Construction Account which have not been made in connection with a Borrowing, Borrower shall deliver such Construction Requisition to both Administrative Agent and Depositary Agent at least three
Banking Days prior to the requested disbursement of such funds (or such shorter time period as Administrative Agent may agree)" and (2) adding the following sentence between the current second
and third sentences of such section: "Borrower may submit (A) no more than three Construction Requisitions in the aggregate per month and (B) no more than two Construction Requisitions
with respect to any Project per month, in each case regardless of whether or not such Construction Requisitions are submitted in connection with any Borrowing(s)  provided, however, that Borrower may submit additional Construction Requisition(s) so long as
Administrative Agent agrees to permit such additional Construction Requisition(s) and such additional Construction Requisition(s) are not submitted in connection with any Borrowing(s)." 



        (b)  The
definition of "Alternatively Sourced Equity Contributions" in Exhibit A to the Credit Agreement is hereby
replaced by the following: 



        "Alternatively
Sourced Equity Contributions" means Cash Equity Contributions other than (a) Cash Equity Contributions made pursuant to the proviso to  Section 3.15.1(a)(i) of the Credit Agreement and
(b) Cash Equity Contributions made on a Credit Event Date in connection with a Borrowing
of Construction Loans in order to satisfy the conditions precedent set forth in Section 3.12.9 of this Agreement, but including Excess Cash Flow
Contributions and Other Proceeds Contributions." 




        (c)  Exhibit C-1 to the Credit Agreement (the Form of Construction Requisition) is hereby replaced in its
entirety with Exhibit C-1 attached hereto. 


        (d)  Section 3.7.5 of the Credit Agreement is hereby replaced in its entirety with the following: 



        "3.7.5  Permitted Application. 


        (a)  If
such Alternatively Sourced Equity Contributions consist of Excess Cash Flow Contributions and/or Other Proceeds Contributions, such Alternatively Sourced Equity
Contributions shall be, or shall have been, disbursed in accordance with Section 4.1.2 of the 




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Depositary Agreement and used to pay Project Costs in accordance with the Borrower Budget and/or the Project Budget for the Subject Project. 


        (b)  If
such Alternatively Sourced Equity Contributions consist of Equity Contributions other than Excess Cash Flow Contributions and/or Other Proceeds Contributions, such
Alternatively Sourced Equity Contributions shall have been used to pay Project Costs in accordance with the Borrower Budget
and/or the Project Budget for the Subject Project and Administrative Agent shall have received evidence reasonably satisfactory to it that such Alternative Sourced Equity Contributions have been
applied in such manner." 




        (e)  Section 11.4.1 of the Credit Agreement is hereby replaced in its entirety with the following: 



        "11.4.1
Borrower will pay to each of Administrative Agent, the Lead Arrangers and the Alternative Funding Arranger all of their reasonable costs and expenses in connection with the
preparation, negotiation, closing and administering of this Agreement and the documents contemplated hereby and any participation or syndication of the Loans or this Agreement, including the
reasonable fees, expenses and disbursements of Latham & Watkins, Chadbourne & Parke LLP, Luskin, Stern & Eisler LLP and other associated local attorneys retained by such Persons
in connection with the preparation of such documents and any amendments hereof or thereof, or the preparation, negotiation, closing, administration, enforcement, participation or syndication of the
Loans or this Agreement, the reasonable fees, expenses and disbursements of the Independent Consultants and any other engineering, financial, insurance and construction consultants to Administrative
Agent, the Lead Arrangers and the Alternative Funding Arranger and incurred in connection with this Agreement or the Loans subsequent to the Closing Date, and the travel and
out-of-pocket costs incurred by such Persons following the Closing Date, and Borrower further agrees to pay Administrative Agent, the Lead Arrangers and the Alternative Funding
Arranger the out-of-pocket costs and travel costs incurred by such Persons in connection with syndication of the Loans or this Agreement;  provided, however,
 Borrower shall not be required to pay advertising costs of any of the Banks or the
Lender Groups (or the members thereof) or the fees of the Banks' or Lender Groups' attorneys or Administrative Agent's attorneys, other than Latham & Watkins (or one replacement counsel
therefor if Latham & Watkins is unable or unwilling to act as counsel for the Banks and Lender Groups), Chadbourne & Parke LLP (or one replacement counsel therefor if Chadbourne &
Parke LLP is unable or unwilling to act as counsel for the Banks and Lender Groups), Luskin, Stern & Eisler LLP (or one replacement counsel therefor if Luskin, Stern & Eisler LLP is
unable or unwilling to act as counsel for Administrative Agent) and associated local counsel, or the fees and costs of any engineers or consultants other than the Independent Engineer, the other
Independent Consultants engaged by Administrative Agent and a financial consultant (or any replacement therefor) engaged by Administrative Agent. Without limiting the foregoing, Borrower will
reimburse Administrative Agent, the Arrangers, each Bank, the LC Bank, each Lender Group Agent and each Lender Group Member for all costs and expenses, including reasonable attorneys' fees, expended
or incurred by such Persons in enforcing this Agreement or the other Credit Documents in connection with a Borrower Event of Default or Borrower Inchoate Default, in actions for declaratory relief in
any way related to this Agreement or in collecting any sum which becomes due such Persons on the Notes or under the Credit Documents." 





        Section 2.    Waiver of Certain Provisions in the Construction Requisition.    



        (a)  Solely
with respect to the PGET Defaults and the Millennium Completion Default and only for a Construction Requisition not made in connection with a Borrowing, the
Majority Banks hereby waive the requirement that Borrower certify in each Construction Requisition that no 



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(i) Borrower Inchoate Default or Borrower Event of Default or (ii) Project Inchoate Default or Project Event of Default with respect to the Subject Intermediate Holding Companies,
Subject Project Company or Subject Project has occurred and is continuing. Such requirement is not waived with respect to any other Project Inchoate Default, Project Event of Default, Borrower
Inchoate Default or Borrower Event of Default now or hereafter arising. In addition, the PGET Defaults and the Millennium Completion Default are not waived under this Agreement for any other purpose
whatsoever (including, without limitation, Section 7.2 of the Credit Agreement), except as expressly provided herein. 



        (b)  Solely
with respect to the Millennium Completion Default and only for a Construction Requisition not made in connection with a Borrowing, the Majority Banks hereby waive
the requirement that Borrower certify in each Construction Requisition that each Subject Project is reasonably expected to achieve Completion on or before the EPC Date Certain. Such requirement is not
waived with respect to any other Project Inchoate Default, Project Event of Default, Borrower Inchoate Default or Borrower Event of Default. In addition, the PGET Defaults and the Millennium
Completion Default are not waived under this Agreement for any other purpose whatsoever (including, without limitation, Section 7.2 of the Credit
Agreement), except as expressly provided herein. 


        (c)  The
Majority Banks and Borrower hereby agree that so long as any PGET Default and/or the Millennium Completion Default continues, Borrower shall, if applicable,
(i) add the following phrase to the end of the sentence constituting item 3(l) of any Construction Requisition submitted by Borrower: "except to the extent that a Project Inchoate Default,
Project Event of Default, Borrower Inchoate Default and/or Borrower Event of Default exists and has been waived by the Majority Banks in accordance with the terms of the Credit Agreement" and
(ii) add the following phrase to the end of the sentence constituting item 3(i) of any Construction Requisition submitted by Borrower: "except to the extent that the Majority Banks have
waived such certification with respect to the Millennium Project". 




        Section 3.    Waivers and Agreement Related to Depositary Agreement.    



        (a)  Solely
with respect to the PGET Defaults and the Millennium Completion Default and only to permit the making of withdrawals and disbursements requested in a Construction
Requisition not made in connection with a Borrowing, the Majority Banks waive the requirement in Section 4.1.2 of the Depositary Agreement that
no Borrower Event of Default or Disbursement Project Event of Default has occurred and is continuing. Such requirement is not waived with respect to any other Borrower Event of Default or Disbursement
Project Event of Default. In addition, the PGET Defaults and the Millennium Completion Default are not waived under this Agreement for any other purpose whatsoever (including, without limitation,  Section 7.2 of the Credit Agreement), except as expressly provided herein. 


        (b)  Solely
with respect to the PGET Defaults and the Millennium Completion Default and only to permit the making of disbursements requested pursuant to a Disbursement
Request not made in connection with a Borrowing and clauses First, Second and  Third of Section 4.2.2 of the Depositary Agreement, the Majority Banks waive the requirement that
(i) no Borrower Event of Default has occurred and is continuing at the time the disbursements are made and (ii) with respect to the
disbursements described in clause First of such Section 4.2.2, no Disbursement Project Event of
Default has occurred and is continuing at the time the disbursements are made. Such requirement is not waived with respect to any other Borrower Event of Default or Disbursement Project Event of
Default. In addition, the PGET Defaults and the Millennium Completion Default are not waived under this Agreement for any other purpose whatsoever (including, without limitation,  Section 7.2 of the
Credit Agreement), except as expressly provided herein. 



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        (c)  Borrower
shall, if applicable, add the following phrase to the end of clause (a) of any certification made in a Disbursement Request submitted in connection with
disbursements from the Pre-Completion Revenue Account: "except to the extent that a Borrower Event of Default or Disbursement Project Event of Default exists and has been waived by the
Majority Banks in accordance with the terms of the Credit Documents". 




        Section 4.    Waiver to Allow Crediting of Certain Alternatively Sourced Equity
Contributions.    Solely with respect to the PGET Defaults and the Millennium Completion Default and only with respect to the crediting of Alternatively Sourced
Equity Contributions (other than Alternatively Sourced Equity Contributions which are Excess Cash Flow Contributions and/or Other Proceeds Contributions) made by or on behalf of Borrower from
August 22, 2002 through and including the date which is three Banking Days after the date on which this Agreement becomes effective, the Majority Banks hereby waive the following conditions
precedent to the crediting of Alternatively Sourced Equity Contributions against the Total Equity Commitment: (a) the condition precedent, pursuant to  Section 3.7.1 of the Credit Agreement,
that no (i) Borrower Inchoate Default or Borrower Event of Default or (ii) Project Event of
Default or Project Inchoate Default with respect to the Subject Intermediate Holding Companies, Subject Project Company or Subject Project shall have occurred and be continuing and (b) the
condition precedent, pursuant to Section 3.7.6 of the Credit Agreement, that each Subject Project shall be reasonably expected to achieve
Completion on or prior to the EPC Date Certain therefore. Such conditions precedent are not waived with respect to any other Project Inchoate Default, Project Event of Default, Borrower Inchoate
Default or Borrower Event of Default now or hereafter arising. In addition, the PGET Defaults and the Millennium Completion Default are not waived under this Agreement for any other purpose whatsoever
(including, without limitation, Section 7.2 of the Credit Agreement), except as expressly provided herein. 



        Section 5.    Waiver and Agreement Related to Millennium Completion.    



        (a)  Solely
with respect to the PGET Defaults and the Millennium Completion Default and solely for the purpose of the achievement of Completion by the Millennium Project as
required by Section 4.15.2 of the Millennium Project Company Guaranty, the Majority Banks hereby waive the condition precedent to the achievement
of Completion by an Approved Project set forth under Sections 3.8.1 and 3.12.2 that no
(a) Borrower Inchoate Default or Borrower Event of Default or (b) Project Inchoate Default or Project Event of Default with respect to the Subject Intermediate Holding Companies, Subject
Project Company or Subject Project shall have occurred and be continuing. Such condition precedent is not waived with respect to any other Project Inchoate Default, Project Event of Default, Borrower
Inchoate
Default or Borrower Event of Default now or hereafter arising. In addition, the PGET Defaults and the Millennium Completion Default are not waived under this Agreement for any other purpose whatsoever
(including, without limitation, Section 7.2 of the Credit Agreement or any other provision of  Article 3 of the Credit Agreement), except as
expressly provided herein. 



        (b)  Upon
the achievement of Completion by the Millennium Project in accordance with this Agreement (before the termination of this Agreement), such Completion shall be
deemed to have occurred on the EPC Date Certain therefor. 




        Section 6.    Waiver to Allow Permitted Change Orders.    Solely with respect to the
PGET Defaults and the Millennium Completion Default, the Majority Banks waive the requirement (pursuant to the second sentence of Section 5.15.1
of each Project Company Guaranty) that each Project Company may enter into Permitted Change Orders (as defined in each applicable Project Company Guaranty) only so long as no Project Event of Default
or Project Fundamental Inchoate Default has occurred and is continuing. Such requirement is not waived with respect to any other Project Event of Default or Project Fundamental Inchoate Default now or
hereafter arising. In addition, the PGET Defaults and the Millennium Completion Default are not waived under this Agreement for any other purpose 


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whatsoever (including, without limitation, Section 7.2 of the Credit Agreement), except as expressly provided herein. This  Section 6 shall apply
retroactively to any Permitted Change Order(s) entered into between the first date on which any PGET Default existed and
the date on which this Agreement becomes effective. 


        Section 7.    Representation of Borrower.    As of the date hereof, Borrower hereby
represents that (a) no Project Inchoate Defaults, Project Events of Default, Borrower Inchoate Defaults or Borrower Events of Default other than the PGET Defaults and the Millennium Completion
Default have occurred and are continuing and (b) Borrower has all requisite limited liability company power and authority to execute and deliver this Agreement and to perform its obligations
hereunder. 


        Section 8.    Waivers Limited Precisely as Written.    The waivers and agreement set
forth herein are limited precisely as written and shall not be deemed to be a consent or waiver to, or modification of, any other term or condition in the Credit Agreement, any other Credit Document
or any of the documents referred to herein or therein. Subject to Section 10(c) below, upon the termination of any section of this Agreement,
Administrative Agent and the Banks and Lender Group Agents shall have the same rights, powers and remedies with respect to the PGET Defaults and the Millennium Completion Default and otherwise all as
if such section had not become effective. 


        Section 9.    Governing Law.    This Agreement shall be construed in accordance with
and shall be governed by the laws of the State of New York (without giving effect to the principles thereof relating to conflicts of law except Section 5-1401 of the New York
General Obligations Law). 


        Section 10.    Effectiveness.    This Agreement shall be effective upon notification to
Borrower by Administrative Agent that Banks and Lender Group Agents representing the Majority Banks, Administrative Agent, Depositary Agent and Borrower (on behalf of itself and, with respect to
amendments to the Depositary Agreement, as agent for each Approved Project Company and each Approved Intermediate Holding Company) have approved this Agreement and that each Approved Project Company
and NEG have acknowledged this Agreement. Administrative Agent may, in its sole discretion, withhold such notification. 


        Section 11.    Termination.    



        (a)  Sections 4, 5 and 6 of
this Agreement shall terminate on October 21, 2002, unless terminated earlier in accordance with clause (b) of this Section 11. 


        (b)  If
any Project Event of Default, Borrower Inchoate Default (other than a Borrower Inchoate Default caused solely by a Project Inchoate Default) or Borrower Event of
Default, in each case other than the PGET Defaults and the Millennium Completion Default, has occurred, Administrative Agent may terminate Sections 4,  5
and/or 6 of this Agreement (separately or jointly) by providing written notice of such termination to
Borrower. Any such notice(s) may be provided by facsimile or email and shall be effective upon receipt by Borrower. 


        (c)  The
validity of any action taken under any section of this Agreement prior to the termination (if any) of such section shall not be affected by the termination of such
section. 




        Section 12.    Acknowledgment of Debt.    As of the date hereof, (a) the
aggregate outstanding principal amount of (i) Construction Loans is $1,024,552,000.07, (ii) Working Capital Loans is $0, (iii) Project LC Loans is $0 and (iv) DSR LC Loans
is $0, and (b) the aggregate undrawn face amount of (i) Project Letters of Credit is $4,895,000.00 and (ii) DSR Letters of Credit is $0. Interest and fees have accrued thereon as
provided in the Credit Agreement. As of and on the date hereof, the obligation of the Borrower and the other Credit Parties to repay the Loans and the other Obligations, together with all interest and
fees accrued thereon, is absolute and unconditional, and there exists no right of set off or recoupment, counterclaim or defense of any nature whatsoever to payment of the Obligations. 


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        Section 13.    Entire Agreement.    This Agreement and any agreement, document or
instrument attached hereto or referred to herein integrate all the terms and conditions mentioned herein or incidental hereto and supersede all oral negotiations and prior writings in respect to the
subject matter hereof. This Agreement may only be amended or modified by an instrument in writing signed by Borrower,
Administrative Agent, Depositary Agent and Banks and Lender Group Agents representing the Majority Banks or as otherwise set forth herein and as permitted by the Credit Documents. 



        Section 14.    Credit Document.    This Agreement constitutes a "Credit Document" as
defined in the Credit Agreement. 


        Section 15.    Counterparts.    This Agreement may be executed in one or more
counterparts which together shall constitute a single binding agreement. Signature pages to this Agreement may be provided by facsimile transmission. 


SIGNATURE
PAGES OMITTED 


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Exhibit 10.12