Ethan Frome



Exhibit
10.1          


SECOND AMENDMENT TO CREDIT AGREEMENT


SECOND AMENDMENT, dated as of March 4, 2002 (this
“Amendment”), to the Credit Agreement, dated as
of March 1, 2001 (as amended, supplemented or otherwise modified
from time to time, the “Credit Agreement”),
among PG&E Corporation, a California corporation (the
“Borrower”), the lenders party thereto (the
“Lenders”), General Electric Capital
Corporation, a New York corporation, as Co-Arranger (in such
capacity, the “Co-Arranger”), Lehman Commercial
Paper Inc., a New York corporation, as Administrative Agent (in
such capacity, the “Administrative Agent”), and
Lehman Brothers Inc., a Delaware corporation, as Lead Arranger and
Book Manager (in such capacity, the “Lead
Arranger”).


W I T N E S S E T H:


WHEREAS, the Borrower, the Lenders, the Co-Arranger, the
Administrative Agent and the Lead Arranger are parties to the
Credit Agreement;


WHEREAS, the Borrower has requested that the Administrative
Agent and the Lenders amend certain provisions of the Credit
Agreement; and


WHEREAS, the Administrative Agent, the Lenders and the other
parties hereto are willing to agree to the requested amendments on
the terms and conditions contained herein;


NOW THEREFORE, in consideration of the premises herein contained
and for other good and valuable consideration, the receipt of which
is hereby acknowledged, the parties hereto hereby agree as
follows:


1.  Defined Terms.  Unless otherwise defined
herein, capitalized terms used herein which are defined in the
Credit Agreement are used herein as therein defined.


2.  Amendments to the Credit Agreement.  (a)
Appendix A to the Credit Agreement is hereby amended by deleting
therefrom the definition of “Financing Documents” and
by substituting, in lieu thereof, the following:



           
“Financing Documents” shall mean, collectively,
the Credit Agreement, the Notes, the Fee Letter, the Lehman Fee
Letter, the Additional Fee Letter, the Second Additional Fee
Letter, the Escrow Agreement, the Security Documents and the Option
Agreement.”


(b) Appendix A to the Credit Agreement is hereby amended by
adding thereto the following new definition in its proper
alphabetical order:


“Second Additional Fee Letter” shall mean the
fee letter, dated March 4, 2002, among the Borrower, the
Administrative Agent and the Lenders.


(c) Section 2.9(b) of the Credit Agreement is hereby amended by
deleting the date, “March 3, 2002”, set forth in clause
(ii)(x) of the proviso in such section and by substituting, in lieu
thereof the date, “June 3, 2002”.


(d) Section 3.7 of the Credit Agreement is hereby amended by
adding the following new paragraph (c) at the end thereof:


“(c) Notwithstanding the provisions of paragraphs (a) and
(b) of this Section 3.7, during the period between March 2, 2002
and March 2, 2003, the Borrower may make payments to the Tranche B
Lenders in respect of the Tranche B Loan and that portion of the
Tranche A Loan held by the Tranche B Lenders, pro
rata based upon the respective amounts of the Tranche B Loan
or the Tranche A Loan, as applicable, held by each Tranche B
Lender, without concurrently making payments to the Tranche A
Lenders in respect of the Tranche A Loan.”


3.   Effectiveness.  This Amendment shall
become effective as of the date hereof when (i) each Lender shall
have received counterparts hereof duly executed by the Borrower,
the Administrative Agent and the Lenders, (ii) the Administrative
Agent shall have received all of the fees required by the Second
Additional Fee Letter to be paid on March 4, 2002, (iii) each
Lender shall have received acknowledgements and consents from the
Borrower, LLC and NEG, Inc. to this Amendment, (iv) the Second
Amendment to Option Agreement, dated as of the date hereof, shall
have been duly executed and delivered by the parties thereto and
consented to by each Person specified therein and (v) each Lender
shall have received a favorable opinion of counsel to the Borrower
covering such matters with respect to this Agreement and the
transactions contemplated hereby as the Lenders shall reasonably
request.


4.   Representations and Warranties.  The
Borrower hereby represents and warrants that each of the
representations and warranties of the Borrower and its Subsidiaries
contained in Sections 5.1, 5.2, 5.3, 5.4, 5.5 and 5.26 of the
Credit Agreement shall be, after giving effect to this Amendment,
true and correct in all material respects, as if made on and as of
the date hereof except for any representations and warranties made
as of a specific date, which shall be true and correct in all
material respects as of such date.


5.   Reference to Credit Agreement.  Upon
the effectiveness of this Amendment, each reference in the Credit
Agreement to “this Agreement,” “hereunder,”
or words of like or similar import shall mean and be reference to
the Credit Agreement as affected and amended by this Amendment.


6.   Continuing Effect of Credit
Agreement.  This Amendment shall not be construed as a
waiver or consent to any further or future action on the part of
the Borrower or any of its Subsidiaries that would require a waiver
or consent of the Administrative Agent and/or the Lenders. 
Except as amended hereby, the provisions of the Credit Agreement
and the other Financing Documents are and shall remain in full
force and effect.


7.   Counterparts.  This Amendment may be
executed in counterparts, and by the several parties hereto on
separate counterparts, and all of the said counterparts taken
together shall be deemed to constitute one and the same
instrument.  This Amendment may be validly executed and
delivered by facsimile or other electronic transmission.


8.   GOVERNING LAW,
ETC.  THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE
OF NEW YORK.


9.   Expenses.  The Borrower agrees to pay
or reimburse the Administrative Agent and each Lender for all of
its out-of-pocket costs and expenses incurred in connection with
the preparation, negotiation and execution of this Amendment,
including, without limitation, the fees and disbursements of
counsel to the Administrative Agent and counsel to General Electric
Capital Corporation, as a Lender.


[The remainder of this page is intentionally left
blank.]







IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed and delivered by their duly authorized
officers as of the date first written above.


		
PG&E CORPORATION


By:  /s/ Leroy T. Barnes,
Jr.                         


        Name:  Leroy
T. Barnes, Jr.

        Title:    Vice
President and Treasurer


		
GENERAL ELECTRIC CAPITAL CORPORATION, as a Lender and
Co-Arranger


By  /s/ J. Alex Urquhart,
Jr..                         


        Name:  J.
Alex Urquhart, Jr.

        Title:    Vice
President of GECC


		
LEHMAN COMMERCIAL PAPER INC., as a Lender and Administrative
Agent


By  /s/ Jeff
Goodwin                         


       Name:  Jeff
Goodwin

       Title:    Authorized
Signatory


		
WILMINGTON TRUST COMPANY, as a Lender


By:  /s/ Bruce L.
Bisson                         


        Name:  Bruce
L. Bisson

        Title:    Vice
President










Each of the undersigned does hereby consent and agree to the
foregoing Amendment and acknowledge and agree that (i) all
obligations of the Borrower under the Credit Agreement, as amended
by the foregoing Amendment, are Secured Obligations (as defined in
the relevant Security Document) which are secured by the Security
Documents to which it is a party, (ii) all references to the Credit
Agreement in the Security Documents refer to the Credit Agreement,
as amended from time to time (including pursuant to the foregoing
Amendment), and (iii) all references to Loans in the Security
Documents refer to the Loans under the Credit Agreement.


		
PG&E CORPORATION


By:  /s/ Leroy T. Barnes,
Jr.                         


        Name:  Leroy
T. Barnes, Jr.

        Title:     Vice
President and Treasurer


		
PG&E NATIONAL ENERGY GROUP, LLC


By:  /s/ Thomas G.
Boren                         


        Name:  Thomas G.
Boren

        Title: 
   President and CEO


		
PG&E NATIONAL ENERGY GROUP, INC.


By:  /s/ Thomas G.
Boren                         


        Name:  Thomas G.
Boren

        Title: 
   President and CEO