<PAGE>

                                                                   EXHIBIT 10.43

                                 AMENDMENT NO. 1

         AMENDMENT NO. 1 dated as of June 16, 2003 (the "Amendment") to the
Amended and Restated Credit and Guaranty Agreement dated as of March 28, 2003,
(the "Credit Agreement"), among Reliant Resources, Inc., as a Borrower and a
Guarantor ("RRI"), the other Credit Parties referred to therein, as Borrowers
and/or Guarantors, the lenders referred to therein (the "Lenders"), Bank of
America, N.A., as Administrative Agent, as Collateral Agent and as an Issuing
Bank, Barclays Bank PLC and Deutsche Bank AG, New York Branch, as Syndication
Agents, Citicorp USA, Inc., as Tranche A Agent and Citibank, N.A., as Tranche A
Collateral Agent.

                             INTRODUCTORY STATEMENT

         All capitalized terms not otherwise defined in this Amendment are used
herein as defined in the Credit Agreement.

         RRI is proposing to issue Indebtedness from time to time to refinance a
portion of the Indebtedness under the Credit Agreement, as contemplated by
Section 6.1(b)(i) of the Credit Agreement. In connection therewith, RRI has
requested that the Credit Agreement be amended to more fully implement a
collateral trust arrangement to effect the securing of such Indebtedness on an
equal and ratable basis with the Restructured Obligations and to make certain
other amendments in connection with the issuance of any such refinancing
Indebtedness. In addition, RRI has requested that certain other amendments to
the Credit Agreement be made all as herein set forth.

         Subject to the terms and conditions hereof, the Lenders are willing to
agree to such amendment, but only upon the terms and conditions set forth
herein.

         In consideration of the mutual agreements contained herein and other
good and valuable consideration the receipt of which is hereby acknowledged, the
parties hereto hereby agree as follows:

         SECTION 1. Amendments to the Credit Agreement.

                  (A)      The definition of "Citibank Intercreditor Agreement"
appearing in Article 1 of the Credit Agreement is hereby amended by inserting
the following words after the words "Tranche A Collateral Agent," appearing in
such definition:

                           "as such agreement has been assigned by Bank of
                           America, N.A., as Collateral Agent to the Collateral
                           Trustee, and"

                  (B)      The definition of "Collateral" appearing in Article 1
of the Credit Agreement is hereby amended in its entirety to read as follows:

                           "'Collateral' shall mean, collectively, (i) the
                           "Collateral" as defined in the Collateral Trust
                           Agreement, and (ii) the "Collateral" as defined in
                           the Separate Security Agreement."

                  (C)      The definition of "Collateral Agent" appearing in
Article 1 of the Credit Agreement is hereby amended in its entirety to read as
follows:

                           "'Collateral Agent' shall mean Bank of America, N.A.
                           in its capacity as collateral agent for the Credit
                           Agreement Secured Parties, or such

<PAGE>

                           successor Collateral Agent as may be appointed
                           pursuant to Section 10.13 hereof."

                  (D)      The definition of "Commodity Account Control
Agreement" appearing in Article 1 of the Credit Agreement is hereby amended in
its entirety to read as follows:

                           "'Commodity Account Control Agreement' shall mean a
                           written agreement or other authenticated record, in
                           form and substance reasonably satisfactory to the
                           Administrative Agent, pursuant to which the
                           commodities intermediary shall agree, among other
                           things, to comply with instructions from the
                           Collateral Trustee (or its co-trustees, agents or
                           sub-agents), to such commodities intermediary as to
                           Investment Property or to apply any value distributed
                           on account of any commodity contract as directed by
                           the Collateral Trustee (or its co-trustees, agents or
                           sub-agents), to such commodity intermediary, without
                           further consent of any Credit Party or its nominee,
                           as any such agreement or record may be amended,
                           amended and restated, supplemented or otherwise
                           modified, renewed or replaced from time to time."

                  (E)      The definition of "Contribution Agreement" appearing
in Article 1 of the Credit Agreement is hereby amended in its entirety to read
as follows:

                           "'Contribution Agreement' shall mean that certain
                           Amended and Restated Contribution Agreement dated as
                           of July 1, 2003 and executed by each of the Credit
                           Parties, as such agreement may be amended, amended
                           and restated, supplemented or otherwise modified,
                           renewed or replaced from time to time."

                  (F)      The definition of "Deposit Account Control Agreement"
appearing in Article 1 of the Credit Agreement is hereby amended in its entirety
to read as follows:

                           "'Deposit Account Control Agreement' shall mean, with
                           respect to any Deposit Account, a written agreement
                           or other authenticated record, in form and substance
                           reasonably satisfactory to the Administrative Agent,
                           pursuant to which the depositary bank in which such
                           Deposit Account is maintained shall agree, among
                           other things, to comply at any time with instructions
                           from the Collateral Trustee (or its co-trustees,
                           agents or sub-agents) to such depositary bank
                           directing the disposition of funds from time to time
                           credited to such Deposit Account, without further
                           consent of any Credit Party or its nominee, as any
                           such agreement or record may be amended, amended and
                           restated, supplemented or otherwise modified, renewed
                           or replaced from time to time."

                  (G)      The definition of "Enterprise Value" appearing in
Article 1 of the Credit Agreement is hereby amended in its entirety to read as
follows:

                           "'Enterprise Value' shall mean an amount equal to (i)
                           the product of (A) the purchase price per share to be
                           paid by RRI or TG Holdco for each share of common
                           stock of Texas Genco either upon the exercise of the
                           Texas Genco Option determined on such exercise date
                           in accordance with the Option Agreement or in
                           connection with a Permitted TG

                                       2

<PAGE>

                           Purchase Transaction (as applicable), in each case
                           exclusive of any control premium multiplied by (B)
                           the aggregate number of shares of the common stock of
                           Texas Genco issued and outstanding on the date the
                           Texas Genco Option is exercised in accordance with
                           the Option Agreement or a definitive agreement with
                           respect to a Permitted TG Purchase Transaction is
                           fully executed (as applicable), plus (ii) to the
                           extent not included in the purchase price per share
                           set forth in clause (i)(A) above and without any
                           duplication, any control premium actually paid by RRI
                           or TG Holdco in connection with the purchase of the
                           outstanding common stock of Texas Genco pursuant to
                           the Option Agreement or a Permitted TG Purchase
                           Transaction (as applicable), plus (iii) the aggregate
                           principal amount of any consolidated Indebtedness for
                           borrowed money of Texas Genco and its Subsidiaries
                           relative to its operations (A) on the date RRI or TG
                           Holdco exercises the Texas Genco Option or a
                           definitive agreement with respect to a Permitted TG
                           Purchase Transaction is fully executed (as
                           applicable) or (B) if such amount is not capable of
                           being determined on the date notice is required to be
                           delivered in accordance with Section 5.1(q), on the
                           last day of the fiscal quarter ending immediately
                           before the date the Texas Genco Option is exercised
                           or a definitive agreement with respect to a Permitted
                           TG Purchase Transaction is executed (as applicable).
                           In no event shall "Enterprise Value" include the
                           principal amount of any Indebtedness incurred to
                           purchase Texas Genco or incurred to provide working
                           capital to Texas Genco or TG Holdco."

                  (H)      The definition of "Fundamental Documents" appearing
in Article 1 of the Credit Agreement is hereby amended in its entirety to read
as follows:

                           "'Fundamental Documents' shall mean (i) this Credit
                           Agreement, (ii) any Note, (iii) any application for a
                           Letter of Credit, (iv) the OPH Guaranty Agreement,
                           (v) the Collateral Trust Agreement, (vi) any
                           Mortgage, (vii) any Assignment of Leases and Rents,
                           (viii) the Security Agreement and the Separate
                           Security Agreement, (ix) any Security Document, (x)
                           any Instrument of Assumption and Joinder, (xi) the
                           Contribution Agreement, (xii) any UCC financing
                           statements, (xiii) any Perfection Certificates, (xiv)
                           any of the Fee Letters, (xv) the Warrant Agreement
                           and any of the RRI Warrants, (xvi) the Citibank
                           Intercreditor Agreement, (xvii) the Genco
                           Intercreditor Agreement, (xviii) the Subordination
                           Letter, and (xix) any other document, agreement,
                           certificate or instrument which is required to be or
                           is otherwise executed by any Credit Party in
                           connection with this Credit Agreement or any of the
                           documents listed above."

                  (I)      The definition of "Genco Intercreditor Agreement"
appearing in Article 1 of the Credit Agreement is hereby amended in its entirety
to read as follows:

                           "'Genco Intercreditor Agreement' shall mean that
                           certain Intercreditor Agreement dated as July 1,
                           2003, between Texas Genco, L.P., the Collateral
                           Trustee and Bank of America in various capacities, as
                           such agreement may be amended, amended and restated,
                           supplemented or otherwise modified renewed or
                           replaced from time to time."

                                       3

<PAGE>

                  (J)      The definition of "Guaranteed Obligations" appearing
in Article 1 of the Credit Agreement is hereby amended (i) by inserting the
words ", in each of the foregoing cases described in clause (i) or clause (ii)
above, subject to the provisions of Section 8.4 hereof" at the end of clause
(ii)(B), immediately before the semicolon and the word "and"; and (ii) by
deleting the words ", in each case, subject to the provisions of Section 8.4
hereof" at the end of such definition and inserting the phrase ", subject to the
provisions of the OPH Guaranty Agreement" in lieu thereof.

                  (K)      The definition of "Guarantors" appearing in Article 1
of the Credit Agreement is hereby amended by adding the following text at the
end thereof:

                           "; provided, however, that as such term is used in
                           Article 8 hereof, such term shall not include OPH."

                  (L)      The definition of "Limited Guarantor" appearing in
Article 1 of the Credit Agreement is hereby amended by adding the following text
at the end thereof:

                           "; provided, however, that as such term is used in
                           Article 8 hereof, such term shall not include OPH."

                  (M)      Clauses (c) and (d) of the definition of "Material
Adverse Effect" appearing in Article 1 of the Credit Agreement are hereby
amended in their entirety to read as follows:

                           "(c) materially and adversely affects the rights or
                           remedies of, or benefits available to, the
                           Administrative Agent, the Collateral Agent, the
                           Collateral Trustee, the Tranche A Agent, the Tranche
                           A Collateral Agent, the Lenders or any other Credit
                           Agreement Secured Party, under any Fundamental
                           Document, or (d) materially and adversely affects the
                           Liens granted to the Collateral Agent (for the
                           benefit of the Credit Agreement Secured Parties), the
                           Tranche A Collateral Agent (for the benefit of the
                           Lenders owed the Adjusted Tranche A Obligations)
                           and/or the Collateral Trustee (for the benefit of the
                           Secured Parties) or materially impairs the validity
                           or enforceability thereof in either case in this
                           clause (d), with respect to a material portion of the
                           Collateral and the Mortgaged Real Property Assets."

                  (N)      The definition of "Mortgaged Real Property Assets"
appearing in Article 1 of the Credit Agreement is hereby amended in its entirety
to read as follows:

                           "'Mortgaged Real Property Assets' shall mean those
                           Real Property Assets of the Credit Parties on which a
                           Lien has been granted by the applicable Credit Party
                           to the Collateral Trustee (for the benefit of the
                           applicable Secured Parties)."

                  (O)      The definition of "Outside Date" appearing in Article
1 of the Credit Agreement is hereby amended in its entirety to read as follows:

                           "'Outside Date' shall mean December 15, 2004."

                  (P)      The definition of "Purchase Escrow Account" appearing
in Article 1 of the Credit Agreement is hereby amended by deleting the words "a
Securities Account with the Collateral Agent or one of its Affiliates in which"
and inserting the following text in lieu thereof:

                                       4

<PAGE>

                  "Account No. 249-01218 maintained by RRI with Banc of America
                  Securities LLC (or any successor Securities Account thereto
                  with the Collateral Agent or any of its Affiliates provided,
                  such successor account is subject to a Control Agreement in
                  the form of the existing Control Agreement with respect to
                  Account No. 249-01218), in which account"

         (Q)      The definition of "Secured Parties" appearing in Article 1 of
the Credit Agreement is hereby amended in its entirety to read as follows:

                  "'Secured Parties' shall have the meaning given to such term
                  in the Collateral Trust Agreement."

         (R)      The definition of "Securities Account Control Agreement"
appearing in Article 1 of the Credit Agreement is hereby amended in its entirety
to read as follows:

                  "'Securities Account Control Agreement' shall mean, with
                  respect to any Pledged Securities or other Investment Property
                  (as such terms are defined in the Security Agreement), a
                  written agreement or other authenticated record, in form and
                  substance reasonably satisfactory to the Administrative Agent,
                  pursuant to which the securities intermediary which holds such
                  Pledged Securities or such other Investment Property shall
                  agree, among other things, to comply with entitlement orders
                  or other instructions from the Collateral Trustee (or its
                  co-trustees, agents or sub-agents) to such securities
                  intermediary as to Pledged Securities or other Investment
                  Property, without further consent of any Credit Party or its
                  nominee, as any such agreement or record may be amended,
                  amended and restated, supplemented or otherwise modified,
                  renewed or replaced from time to time."

         (S)      The definition of "Security Agreement" appearing in Article 1
of the Credit Agreement is hereby amended in its entirety to read as follows:

                  "'Security Agreement' shall mean the Amended and Restated
                  Security Agreement, dated as of July 1, 2003, among RRI, the
                  other Credit Parties and the Collateral Trustee (for the
                  benefit of the Secured Parties), as such agreement may be
                  amended, amended and restated, supplemented or otherwise
                  modified, renewed or replaced from time to time."

         (T)      Clause (i) of the definition of "Security Documents" appearing
in Article 1 of the Credit Agreement is hereby amended in its entirety to read
as follows:

                  "(i)     the Collateral Trust Agreement, the Security
                  Agreement and the Separate Security Agreement,"

         (U)      Clause (ix) of the definition of "Security Documents"
appearing in Article 1 of the Credit Agreement is hereby amended by deleting the
words "in favor of the Collateral Agent or the Administrative Agent (on behalf
of the Secured Parties)" and inserting the following in lieu thereof:

                  "in favor of the Collateral Agent (for the benefit of the
                  Credit Agreement Secured Parties), the Collateral Trustee (for
                  the benefit of the Secured Parties)"

                                       5

<PAGE>

                  (V)      The definition of "Senior Priority Maturity Date"
appearing in Article 1 of the Credit Agreement is hereby amended in its entirety
to read as follows:

                           "'Senior Priority Maturity Date' shall mean the
                           earliest of (i) the consummation of the purchase by
                           RRI or one of its Subsidiaries of any of the
                           outstanding common stock of Texas Genco, (ii)
                           December 15, 2004, and (iii) such date on which the
                           Senior Priority Loans become due and payable pursuant
                           to Article 7 hereof."

                  (W)      The definition of "Subordination Letter" appearing in
Article 1 of the Credit Agreement is hereby amended in its entirety to read as
follows:

                           "'Subordination Letter' shall mean that certain
                           letter agreement among Banc of America Securities LLC
                           and BNP Paribas, as arrangers, and Bank of America,
                           N.A., as Administrative Agent, with respect to the
                           subordination of the obligations of OPH under the OPH
                           Guaranty Agreement."

                  (X)      The definition of "Title Policy" appearing in Article
1 of the Credit Agreement is hereby amended in its entirety to read as follows:

                           "'Title Policy' shall mean, with respect to any
                           Mortgaged Real Property Asset, a mortgagee policy of
                           title insurance (ALTA or the equivalent) or marked
                           "commitment" of title insurance insuring the
                           applicable Mortgage as a first priority Lien on such
                           Mortgaged Real Property Asset in favor of the
                           Collateral Trustee (for the benefit of the Senior
                           Priority Secured Parties) to secure the Senior
                           Priority Obligations or as a second priority Lien on
                           such Mortgaged Real Property Asset in favor of the
                           Collateral Trustee (for the benefit of the Secured
                           Parties) to secure the Pari Passu Obligations, as
                           applicable, free of all Liens other than the
                           Permitted Encumbrances, which policy of title
                           insurance shall be issued by a Title Company in such
                           policy amounts, with such endorsements and
                           affirmative insurance, and in form and substance
                           reasonably satisfactory to the Administrative Agent,
                           and shall contain no exceptions to coverage other
                           than matters satisfactory to the Administrative Agent
                           in its judgment reasonably exercised and which policy
                           of title insurance shall have been fully paid for by
                           RRI."

                  (Y)      The definitions of "Assignment of Leases and Rents"
and "Mortgage" appearing in Article 1 of the Credit Agreement are each amended
by deleting the defined term "Collateral Agent" each time such term appears in
any of such definitions and inserting in the defined term "Collateral Trustee"
each such time in lieu thereof.

                  (Z)      The following definitions are hereby added to Article
1 of the Credit Agreement in alphabetical order:

                           "'Actionable Default' shall have the meaning given in
                           the Collateral Trust Agreement.

                                       6

<PAGE>

                           'Amendment No. 1 Closing Date' shall mean the
                           Amendment No. 1 Effective Date (as such term is
                           defined in Amendment No. 1 dated as of June 16, 2003,
                           to this Credit Agreement).

                           'Available Proceeds' shall have the meaning given to
                           such term in Section 2.11(h) hereof.

                           'Collateral Trust Agreement' shall mean that certain
                           collateral trust agreement among the Collateral
                           Trustee and the Credit Parties, as such agreement may
                           be amended, amended and restated, supplemented or
                           otherwise modified, renewed or replaced from time to
                           time.

                           'Collateral Trustee' shall mean any collateral
                           trustee for the Secured Parties under the Collateral
                           Trust Agreement.

                           'Copyright Office' shall have the meaning set forth
                           in the Security Agreement.

                           'Copyrights' shall have the meaning set forth in the
                           Security Agreement.

                           'Credit Agreement Secured Parties' shall mean the
                           Administrative Agent, the other Agents, the Tranche A
                           Agent, the Issuing Banks, the Collateral Agent, the
                           Tranche A Collateral Agent, the Lenders, the Lender
                           Hedging Banks, any and all Cash Management Banks, and
                           each of their respective successors and assigns.

                           'Equally and Ratably' shall have the meaning given in
                           the Collateral Trust Agreement.

                           'Excluded Securities' shall mean debt or equity
                           securities that were issued by any Subsidiary of RRI
                           other than OPH, REMA or Reliant Energy Retail
                           Holdings, LLC (or their respective successors).

                           'Intellectual Property' shall have the meaning set
                           forth in the Security Agreement.

                           'Material Copyright' shall have the meaning set forth
                           in the Security Agreement.

                           'OPH Guaranty Agreement' shall mean that certain
                           Amended and Restated Guaranty Agreement executed by
                           OPH in favor of each of the holders of the Secured
                           Obligations, as such agreement may be amended,
                           amended and restated, supplemented or otherwise
                           modified, renewed or replaced from time to time.

                           'Pari Passu Obligations' shall mean all Secured
                           Obligations other than the Senior Priority
                           Obligations.

                           'Patents' shall have the meaning set forth in the
                           Security Agreement.

                                       7

<PAGE>

                           'Permitted TG Purchase Transaction' shall mean a
                           single transaction pursuant to which RRI or TG Holdco
                           shall purchase 80% or more of the issued and
                           outstanding capital stock of Texas Genco from
                           CenterPoint or any of its Subsidiaries, for an
                           aggregate purchase price not exceeding the aggregate
                           purchase price that RRI or any of its Subsidiaries
                           would have paid if it had purchased such stock in
                           accordance with the terms of the Texas Genco Option;
                           provided, that a definitive agreement for such
                           transaction shall have been fully executed no later
                           than September 15, 2004, and such transaction shall
                           have been fully consummated no later than December
                           15, 2004.

                           'Pro Rata Percentage' shall mean, on any date of
                           determination and with respect to Net Cash Proceeds
                           to be applied in accordance with Section 2.11(h)
                           hereof, a percentage equal to (i) the Total Credit
                           Exposure on such date, divided by (ii) the sum of (A)
                           the Total Credit Exposure on such date plus (B) the
                           aggregate outstanding principal amount of the Secured
                           Notes described in clause (Y) of Section 2.11(h) with
                           respect to which an offer to repurchase or prepay is
                           required to be made, or which must be otherwise
                           repurchased or prepaid (in part), with the Net Cash
                           Proceeds described in such clause (Y) of Section
                           2.11(h).

                           'PTO' shall have the meaning set forth in the
                           Security Agreement.

                           'Secured Note Agreement' shall mean (a) each
                           indenture among RRI, the guarantors referred to
                           therein (if applicable) and the indenture trustee
                           thereunder and (b) each loan or note purchase
                           agreement among RRI, the guarantors referred to
                           therein (if applicable), the Lenders or note
                           purchasers thereunder and the administrative agent
                           (if any) thereunder, in each case pursuant to which a
                           series of Secured Notes was issued or a loan was made
                           constituting a series of Secured Notes, as such
                           agreement or indenture may be supplemented or
                           otherwise modified from time to time.

                           'Secured Notes' shall mean RRI's senior secured notes
                           issued from time to time in a private placement,
                           registered offering, exchange offering, or loan
                           transaction, in which notes have been issued in
                           accordance with Section 6.1(b)(i) hereof.

                           'Secured Obligations' shall have the meaning given to
                           such term in the Collateral Trust Agreement.

                           'Senior Priority Secured Parties' shall mean, at any
                           time, any Person who is holding a Senior Priority
                           Obligation or to whom a Senior Priority Obligation is
                           otherwise owing.

                           'Separate Security Agreement' shall mean that certain
                           Amended and Restated Security Agreement dated as of
                           July 1, 2003, among RRI, the other Credit Parties and
                           the Collateral Agent (for the benefit of the Credit
                           Agreement Secured Parties), as such agreement may be
                           amended, amended and restated, supplemented or
                           otherwise modified, renewed or replaced from time to
                           time.

                                       8

<PAGE>

                           'Shared Collateral' shall have the meaning set forth
                           in the Collateral Trust Agreement.

                           'Specified Date' shall mean the earliest to occur of
                           (i) September 15, 2004 without a definitive agreement
                           being executed in connection with a Permitted TG
                           Purchase Transaction and without the Texas Genco
                           Option having been exercised, (ii) the consummation
                           date of the purchase of 100% of the equity of Texas
                           Genco by RRI or any of its Subsidiaries and the
                           payment of any control premium in connection
                           therewith, (iii) the date that CenterPoint or any of
                           its Subsidiaries sells or otherwise disposes of more
                           than twenty percent (20%) of the issued and
                           outstanding common stock of Texas Genco to a Person
                           other than RRI or one of its Subsidiaries, and (iv)
                           the Outside Date.

                           'Trademarks' shall have the meaning set forth in the
                           Security Agreement."

                  (AA)     Section 2.10(e) of the Credit Agreement is hereby
amended by deleting the figure "$.50 billion" appearing therein and inserting
the figure "$.60 billion" in lieu thereof.

                  (BB)     Section 2.11(f) of the Credit Agreement is hereby
amended in its entirety to read as follows:

                           "(f)     Promptly, but in no event later than three
                           (3) Business Days, after the receipt of any Net Cash
                           Proceeds by any Credit Party from the issuance by any
                           Credit Party of any Indebtedness permitted under
                           Section 6.1(b) (other than the initial series of
                           Secured Notes, which for purposes of this Agreement
                           and the other Fundamental Documents, shall mean all
                           of the Secured Notes to be issued by RRI on July 1,
                           2003) or 6.1(l) hereof or the issuance of any
                           Indebtedness not permitted by the terms and
                           provisions of this Credit Agreement, to the extent
                           such Net Cash Proceeds from the issuance of
                           Indebtedness permitted under 6.1(l) hereof (if
                           applicable) have not been deposited in the Purchase
                           Escrow Account contemplated by, and permitted by
                           Section 5.18 hereof, RRI shall prepay or cause to be
                           prepaid Loans (determined as provided in Sections
                           2.11(k) and 2.11(l) below) in an amount equal to 100%
                           of such Net Cash Proceeds received by a Credit Party.
                           Immediately upon issuance of the initial series of
                           Secured Notes, RRI shall cause 100% of such Net Cash
                           Proceeds (net of reasonable reserves for transaction
                           expenses with respect to the issuance of the initial
                           series of Secured Notes) to be directly wire
                           transferred and irrevocably deposited into the
                           Prepayment Collateral Account and shall have
                           irrevocably authorized and directed the Collateral
                           Agent, in writing (which shall be in form and
                           substance satisfactory to the Administrative Agent
                           and the Collateral Agent), to apply such Net Cash
                           Proceeds to the prepayment of the Loans (determined
                           as provided in Sections 2.11(k) and 2.11(l) below),
                           at any time on July 7, 2003."

                                       9

<PAGE>

                  (CC)     Section 2.11(g) of the Credit Agreement is hereby
amended in its entirety to read as follows:

                           "(g)     Promptly, but in no event later than three
                           (3) Business Days, after the receipt of any Net Cash
                           Proceeds by RRI from the issuance by RRI of any
                           Junior Securities (including the issuance of shares
                           of capital stock upon the exercise of any warrant,
                           option, right to purchase or other equivalent,
                           interest or similar right (however designated) issued
                           in connection with the Junior Securities), RRI shall
                           prepay Loans as follows: (A) at any time on or prior
                           to the Specified Date, no Loans shall be required to
                           be prepaid if 100% of such Net Cash Proceeds are
                           deposited in the Purchase Escrow Account as
                           contemplated by, and permitted by, Section 5.18
                           hereof; (B) if at any time on or prior to the
                           Specified Date, any portion of such Net Cash Proceeds
                           is not so deposited in the Purchase Escrow Account,
                           then fifty percent (50%) of such portion of Net Cash
                           Proceeds not so deposited in the Purchase Escrow
                           Account shall be applied as a prepayment of the Loans
                           (determined as provided in Sections 2.11(k) and
                           2.11(l) below) and the other 50% of such portion not
                           so deposited in the Purchase Escrow Account may be
                           retained by RRI for general corporate purposes; and
                           (C) at any time after the Specified Date, fifty
                           percent (50%) of such Net Cash Proceeds shall be
                           applied as a prepayment of the Loans (determined as
                           provided in Sections 2.11(k) and 2.11(l) below) and
                           the other 50% of such Net Cash Proceeds may be
                           retained by RRI for general corporate purposes."

                  (DD)     Section 2.11(h) of the Credit Agreement is hereby
amended in its entirety to read as follows:

                           "(h)     After the receipt of any Net Cash Proceeds
                           by a Credit Party (or in the case of clause (iii)
                           below, by TG Holdco, Texas Genco or any of the
                           Subsidiaries of Texas Genco) from any of the
                           following: (i) the sale, transfer, lease or other
                           disposition in any manner whatsoever of any Eligible
                           Asset permitted by Section 6.5 hereof (other than
                           sales, transfer, lease or other dispositions
                           described in Section 6.5(a)(iv), a disposition due to
                           a Recovery Event, and any Excluded Asset Sale), (ii)
                           any formation of a Joint Venture (other than TG
                           Holdco, Texas Genco or any Subsidiaries of Texas
                           Genco to the extent the Net Cash Proceeds thereof
                           have been used to fund and/or finance the acquisition
                           of Texas Genco in accordance with the provisions of
                           Section 5.18(f) hereof), (iii) at any time after the
                           consummation of the purchase of the outstanding
                           common stock of Texas Genco by RRI or any of its
                           Subsidiaries, any issuance of Equity Interests of TG
                           Holdco, Texas Genco or any Subsidiaries of Texas
                           Genco (including the issuance of shares of capital
                           stock upon the exercise of any warrant, option, right
                           to purchase or other equivalent, interest or similar
                           right (however designated)) or (iv) the sale or other
                           disposition in any manner whatsoever of any asset of
                           a Credit Party which sale or other disposition not
                           permitted by the terms and provisions of this Credit
                           Agreement, (X) if such Net Cash Proceeds are not
                           required by the terms of any Secured Note Agreement
                           to be offered to any holder of a Secured Note or
                           otherwise used to repurchase or prepay any Secured

                                       10

<PAGE>

                           Notes, then promptly, but in no event later than
                           three (3) Business Days after receipt of such Net
                           Cash Proceeds, RRI shall prepay, or cause to be
                           prepaid, Loans (determined as provided in Section
                           2.11(k) and 2.11(l) below) in an amount equal to 100%
                           of such Net Cash Proceeds received and (Y) if such
                           Net Cash Proceeds are required by the terms of any
                           Secured Note Agreement to be offered to any holder of
                           a Secured Note or otherwise used to repurchase or
                           prepay any Secured Notes, then promptly, but in no
                           event later than three (3) Business Days after
                           receipt of such Net Cash Proceeds, RRI shall prepay,
                           or cause to be prepaid, Loans (determined as provided
                           in Section 2.11(k) and 2.11(l) below) in an amount
                           equal to 100% of such Net Cash Proceeds received
                           multiplied by the Pro Rata Percentage. In addition,
                           in the event any such Net Cash Proceeds described in
                           the foregoing sentence are offered to any holder of a
                           Secured Note but are not accepted by such holder
                           (such Net Cash Proceeds being referred to herein as
                           "Available Proceeds"), then promptly, but in no event
                           later than three (3) Business Days after the last day
                           for such holder to accept the repurchase or
                           prepayment offer, RRI shall prepay, or cause to be
                           prepaid, Loans (determined as provided in Section
                           2.11(k) and 2.11(l) below) in an amount equal to 100%
                           of such Available Proceeds. Notwithstanding the
                           foregoing, no prepayment of the Loans shall be
                           required in the case of clause (i) and clause (ii)
                           above, to the extent such Net Cash Proceeds have been
                           deposited in the Purchase Escrow Account as required
                           by Section 5.17 hereof or as contemplated by, and
                           permitted by Section 5.18 hereof, or in the case of
                           clause (iii) above, to the extent such Net Cash
                           Proceeds thereof have been used to fund or finance
                           the acquisition of minority Equity Interests of Texas
                           Genco in accordance with the last sentence of Section
                           5.18(f) hereof."

                  (EE)     Section 2.11(i) of the Credit Agreement is hereby
amended in its entirety to read as follows:

                           "(i)     In the event any payment of any proceeds of
                           any Recovery Event (to the extent such proceeds have
                           not been deposited in the Purchase Escrow Account as
                           required by Section 5.17 hereof or as contemplated
                           by, and permitted by Section 5.18 hereof, and
                           provided, that so long as no Event of Default shall
                           have occurred and then be continuing, such proceeds
                           received in connection with any Recovery Event (or
                           any portion thereof) may be expended or irrevocably
                           committed by RRI or any other Credit Party within
                           twelve (12) months after such Recovery Event to
                           repair or replace such property and RRI shall furnish
                           to the Administrative Agent evidence reasonably
                           satisfactory to the Administrative Agent of such
                           expenditure or commitment and shall have certified to
                           the Administrative Agent that such proceeds (or such
                           proceeds together with other funds which are
                           available to RRI and the other Credit Parties and
                           permitted to be used for such purpose pursuant to the
                           terms hereof) are sufficient to repair or replace
                           such property pending which the Collateral Trustee
                           shall hold such proceeds in an interest bearing
                           deposit account), such proceeds (or such lesser
                           percentage which represents the remaining portion of
                           such proceeds not expended or committed pursuant to
                           the immediately preceding

                                       11

<PAGE>

                           parenthetical phrase and less any amounts required to
                           pay for necessary remediation expenses with respect
                           to a condition affecting the applicable property, to
                           pay reasonable expenses incurred in connection with
                           the closure of the applicable property and to pay any
                           costs reasonably incurred in connection with such
                           Recovery Event, in each case subject to the terms of
                           the Citibank Intercreditor Agreement) shall be
                           treated as if they were the proceeds of an asset sale
                           subject to Section 2.11(h) above, and RRI shall
                           prepay Loans or, to the extent the Collateral Trustee
                           is loss payee under any insurance policy (if
                           applicable), irrevocably direct the Collateral
                           Trustee to transfer to the Administrative Agent to be
                           applied (in each case, promptly, but in no event
                           later than three (3) Business Days following receipt
                           of such proceeds) as a prepayment of Loans in
                           accordance with Section 2.11(h) above, provided, that
                           if an Event of Default shall have occurred and be
                           continuing, all proceeds of any Recovery Event which
                           would otherwise be payable to RRI pursuant to this
                           Section 2.11(i) shall be paid to the Collateral
                           Trustee and applied pursuant to the Collateral Trust
                           Agreement; provided, however, that with respect to
                           tangible property subject to any Permitted
                           Encumbrance, no such prepayment shall be required to
                           the extent that this Section would require an
                           application of proceeds of any Recovery Event that
                           would violate or breach any of the provisions of the
                           instruments or documents under which such Permitted
                           Encumbrance arises or which governs the application
                           of proceeds."

                  (FF)     The first sentence of Section 2.11(k) of the Credit
Agreement is hereby amended by inserting the following language after the words
"Sections 2.11(e) through and including 2.11(i)" appearing therein:

                           ", or any Net Cash Proceeds from an asset sale (other
                           than an asset sale resulting from the exercise of any
                           remedy pursuant to a Security Document) or from a
                           Recovery Event which proceeds are received by the
                           Administrative Agent from the Collateral Trustee
                           pursuant to the terms and provisions of the
                           Collateral Trust Agreement,"

                  (GG)     The second sentence of Section 2.11(k) of the Credit
Agreement is hereby amended by (i) deleting the word "mandatory" appearing
therein and (ii) inserting the words "described above" after the words "Tranche
A Loans" appearing therein.

                  (HH)     Section 2.11(l) of the Credit Agreement is hereby
amended by (i) deleting the word "Notwithstanding" at the beginning of such
Section and inserting the following words in lieu thereof "Subject to the terms
and provisions of the Collateral Trust Agreement and notwithstanding" and (ii)
inserting the following words after the words "all mandatory prepayments set
forth in this Section 2.11":

                           "or other amounts pursuant to Section 2.11(k) that
                           would otherwise be applied to prepay outstanding Term
                           Loans and outstanding Tranche A Loans in accordance
                           with such Section 2.11(k),"

                  (II)     Section 2.11(o) of the Credit Agreement is hereby
amended by deleting the words "the Administrative Agent" appearing therein and
inserting the words "the Collateral Agent" in lieu thereof.

                                       12

<PAGE>

                  (JJ)     Section 3.1(c) of the Credit Agreement is hereby
amended in its entirety to read as follows:

                           "(c)     Each of the Credit Parties has the
                           corporate, limited liability company or partnership
                           as the case may be, power and authority (i) to own
                           its respective properties and to carry on its
                           respective business as now being, or as now intended
                           to be, conducted, (ii) to execute, deliver and
                           perform, as applicable, its obligations under this
                           Credit Agreement and the other Fundamental Documents
                           and any other documents contemplated hereby or
                           thereby to which it is or will be a party, (iii) to
                           grant to the Collateral Agent (for the benefit of the
                           Credit Agreement Secured Parties) and the Collateral
                           Trustee (for the benefit of the applicable Secured
                           Parties), the security interests in the Collateral
                           and the Mortgaged Real Property Assets as
                           contemplated by this Credit Agreement and the other
                           Fundamental Documents to which it is or will be a
                           party, and (iv) in the case of a Guarantor (other
                           than OPH), to guaranty the Obligations as
                           contemplated by Article 8 hereof, and in the case of
                           OPH, to guaranty the Obligations as contemplated by
                           the OPH Guaranty Agreement; and in the case of each
                           Borrower, to execute, deliver and perform its
                           obligations under this Credit Agreement and any Notes
                           executed by such Borrower and to borrow and obtain
                           Letters of Credit as provided herein."

                  (KK)     Section 3.2 of the Credit Agreement is hereby amended
by deleting the text appearing before clause (i) of such Section and inserting
the following text in lieu thereof:

                           "The execution, delivery and performance of this
                           Credit Agreement and the other Fundamental Documents
                           to which it is a party, by each Credit Party, the
                           grant to the Collateral Agent (for the benefit of the
                           Credit Agreement Secured Parties), the Collateral
                           Trustee for the benefit of the applicable Secured
                           Parties and/or the Tranche A Collateral Agent for the
                           benefit of the Lenders owed the Adjusted Tranche A
                           Obligations of the security interest in the
                           Collateral and the Mortgaged Real Property Assets as
                           contemplated by this Credit Agreement and the other
                           Fundamental Documents to which it is or will be a
                           party, by each Credit Party, and, in the case of each
                           Borrower, the Borrowings hereunder and the execution,
                           delivery and performance of any Notes executed by
                           such Borrower and, in the case of each Guarantor
                           (other than OPH), the guaranty of the Obligations as
                           contemplated in Article 8 hereof and, in the case of
                           OPH, the Guaranty of the Obligations as contemplated
                           by the OPH Guaranty Agreement,"

                  (LL)     Section 3.17(a) of the Credit Agreement is hereby
amended by deleting the words "the Collateral Agent for the benefit of the
Secured Parties" appearing therein and inserting the words "the Collateral
Trustee for the benefit of the applicable Secured Parties, the Collateral Agent
(for the benefit of the Credit Agreement Secured Parties)" in lieu thereof.

                  (MM)     Section 3.17(b) of the Credit Agreement is hereby
amended by deleting the words "the Collateral Agent, for the benefit of the
Secured Parties" appearing therein and inserting the words "the Collateral
Trustee, for the benefit of the applicable Secured Parties" in lieu thereof.

                                       13

<PAGE>

                  (NN)     The second sentence of Section 3.25 of the Credit
Agreement is hereby amended by deleting the words "Collateral Agent (for the
benefit of the Secured Parties)" and inserting the words "Collateral Trustee
(for the benefit of the applicable Secured Parties)" in lieu thereof.

                  (OO)     Article 3 of the Credit Agreement is hereby amended
by adding the following new Section at the end thereof:

                           "SECTION 3.27 Tax Shelter Regulations. Except to the
                           extent a Borrower has otherwise notified the
                           Administrative Agent in writing pursuant to Section
                           5.22 hereof, such Borrower does not intend to treat
                           the Loans and/or Letters of Credit and the related
                           transactions hereunder as being a "reportable
                           transaction" (within the meaning of Treasury
                           Regulation Section 1.6011-4)."

                  (PP)     Section 5.1(b) of the Credit Agreement is hereby
amended by deleting the number "(iii)" the second time it appears in such
Section and inserting the number "(iv)" in lieu thereof.

                  (QQ)     Section 5.1(o) of the Credit Agreement is hereby
amended by (i) deleting the words "Collateral Agent" appearing therein and
inserting the words "Collateral Trustee" in lieu thereof, and (ii) adding the
following text at the end thereof, immediately after the words "in all material
respects;":

                           "and furnish to the Administrative Agent, copies of
                           any notices, correspondence and/or other documents
                           delivered by RRI or any of its Subsidiaries to the
                           Collateral Trustee pursuant to the Collateral Trust
                           Agreement or any other Fundamental Document,
                           simultaneously with delivery thereof to the
                           Collateral Trustee;"

                  (RR)     Section 5.1(p) of the Credit Agreement is hereby
amended by inserting the following words at the end thereof, immediately after
the words "Schedule 3.16 hereof":

                           "or any agreement with respect to any Material
                           Indebtedness of a Credit Party or a Non-Credit Party"

                  (SS)     Section 5.1(q) of the Credit Agreement is hereby
amended in its entirety to read as follows:

                           "(q)     (i) Promptly, and in any event within two
                           (2) Business Days, (x) after the earliest to occur of
                           the exercise of the Texas Genco Option, the
                           expiration of the Texas Genco Option and the
                           termination of the Texas Genco Option, notice thereof
                           to the Agents; (y) after the execution of a
                           definitive agreement with respect to a Permitted TG
                           Purchase Transaction, notice thereof to the Agents;
                           and (z) after the exercise of the Texas Genco Option
                           or the execution of a definitive agreement with
                           respect to a Permitted TG Purchase Transaction (as
                           applicable), to the Agents, a certificate (in form
                           and substance reasonably satisfactory to the Agents)
                           setting forth the calculation of Enterprise Value;
                           and (ii) to the Administrative Agent, such notices as
                           are required to be delivered to the Administrative
                           Agent pursuant to the Control Agreement with respect
                           to the Purchase Escrow Account; and"

                                       14

<PAGE>

                  (TT)     Section 5.1 of the Credit Agreement is hereby amended
by (i) redesignating subsection (r) thereof as subsection (s), and (ii) adding
the following new subsection immediately after subsection (q) appearing therein:

                           "(r) Promptly, and in any event within five (5)
                           Business Days, after the incurrence and/or issuance
                           of any Seward Tax-Exempt Bonds or the termination
                           (without replacement) of any Seward Letter of Credit,
                           notice thereof to the Agents; and"

                  (UU)     Sections 5.5(a) and 5.5(b) of the Credit Agreement
are hereby amended by deleting the words "Collateral Agent" each time such words
appear in such Sections and inserting the words "Collateral Trustee" in lieu
thereof.

                  (VV)     Section 5.5(c) of the Credit Agreement is hereby
amended by deleting the words "Furnish to the Collateral Agent," and inserting
the words "Furnish to the Collateral Trustee (with copies to the Administrative
Agent)" in lieu thereof.

                  (WW)     Section 5.6(b) of the Credit Agreement is hereby
amended by deleting the words "audits and examinations" and inserting the
following in lieu thereof:

                           "audits, inspections and examinations as the
                           Administrative Agent shall reasonably determine,"

                  (XX)     Section 5.9 of the Credit Agreement is hereby amended
in its entirety to read as follows:

                           "SECTION 5.9 Further Assurances; Security Interests.
                           Upon the request of the Administrative Agent, at the
                           cost and expense of RRI, duly execute and deliver, or
                           cause to be duly executed and delivered, such further
                           agreements, documents, instruments, consents,
                           authorizations or approvals (in form and substance
                           reasonably satisfactory to the Administrative Agent),
                           and take or cause to be taken such action, as may be
                           necessary, or requested by the Administrative Agent
                           or its counsel, to carry out the provisions and
                           purposes of this Credit Agreement and the other
                           Fundamental Documents including, without limitation,
                           such further agreements, documents or instruments as
                           may be appropriate in the reasonable judgment of the
                           Administrative Agent or its counsel, to provide the
                           Collateral Trustee (or the Collateral Agent, if
                           applicable) (for the benefit of the applicable
                           Secured Parties) a perfected Lien in the Collateral
                           to the extent required by the terms hereof or any
                           Fundamental Document, and any and all documents for
                           filing under the provisions of any Applicable Law of
                           the United States or any other jurisdiction which the
                           Administrative Agent may deem necessary or reasonably
                           advisable, and perform or cause to be performed such
                           other acts which are necessary or reasonably
                           advisable, from time to time, in order to grant,
                           perfect and maintain in favor of the Collateral
                           Trustee (or the Collateral Agent, if applicable) (for
                           the benefit of the applicable Secured Parties) the
                           security interest in the Collateral and the Lien on
                           the Mortgaged Real Property Assets to the extent
                           required by the terms of any Fundamental Document,
                           subject only to Permitted Encumbrances (such further
                           assurances to include, without limitation, using all
                           commercially

                                       15

<PAGE>

                           reasonable efforts to obtain waivers from mortgagees,
                           landlords and any other Person who has possession of
                           or any interest in any Collateral with a value in
                           excess of $15,000,000 or any real property on which
                           any Collateral may be located, in form and substance
                           satisfactory to the Administrative Agent). In the
                           event any Credit Party is required to deliver any
                           cash, Cash Equivalents or other security to the
                           Collateral Agent as provided in Section 2.4(h) or
                           Section 2.5(h) hereof, such Credit Party agrees that
                           it shall execute such agreements and other documents
                           as the Collateral Agent shall reasonably request in
                           order to grant, perfect and/or maintain in favor of
                           the Collateral Agent (for the benefit of the Credit
                           Agreement Secured Parties), a security interest in,
                           and Lien on, any such assets so delivered. In the
                           event that any Credit Party is unable to promptly
                           obtain an acknowledgment from a bailee holding goods
                           constituting Collateral upon request of the
                           Administrative Agent or the Collateral Trustee as
                           provided in Section 6.08 of the Security Agreement,
                           then, at the request of the Administrative Agent,
                           such Credit Party shall promptly move such Collateral
                           to a bailee that shall authenticate a record
                           acknowledging that it is holding the Collateral for
                           the benefit of the Collateral Trustee."

                  (YY)     Section 5.10(c) of the Credit Agreement is hereby
amended by inserting the words "the Collateral Trustee," immediately after the
words "the Collateral Agent," appearing therein.

                  (ZZ)     The first sentence of Section 5.11(b) of the Credit
Agreement is hereby amended in its entirety to read as follows:

                           "Subject to the provisions of Section 5.11(c) below,
                           promptly (1) after the formation or acquisition after
                           the Closing Date of any new Domestic Subsidiary
                           (other than a Domestic Subsidiary of a Non-Credit
                           Party that is prohibited from becoming a Credit Party
                           pursuant to an agreement for Indebtedness in
                           existence on the Closing Date which is permitted
                           under Section 6.1 hereof, or an agreement for any
                           refinancing or renewal of any such Indebtedness
                           pursuant to, and in accordance with, Section 6.1(n)
                           hereof) that has assets with a book value in excess
                           of $10,000,000, or (2) with respect to any Domestic
                           Subsidiary which was formed or acquired after the
                           Closing Date and which did not have assets with a
                           book value in excess of $10,000,000, after such
                           Subsidiary acquires or otherwise holds assets with a
                           book value in excess of $10,000,000, or (3) after any
                           Domestic Subsidiary ceases to be an Excluded Entity
                           (as the case may be), deliver to the Collateral
                           Trustee (with copies to the Administrative Agent) the
                           following: (i) an Instrument of Assumption and
                           Joinder executed by such Subsidiary pursuant to
                           which, among other things, such Subsidiary shall
                           become a Credit Party hereunder; and a Joinder
                           Agreement (in substantially the form of Exhibit A to
                           the Collateral Trust Agreement) pursuant to which,
                           among other things, such Subsidiary shall become a
                           party to the Collateral Trust Agreement and the
                           Security Agreement, (ii) appropriate UCC-1 financing
                           statements with respect to the collateral under the
                           Security Agreement and under the Separate Security
                           Agreement, (iii) an executed Perfection Certificate
                           with respect to such Subsidiary (together with all
                           applicable Lien searches), (iv) Organizational
                           Documents described in Section 4.1(c)

                                       16

<PAGE>

                           with respect to such Subsidiary, (v) a written
                           opinion of counsel covering those matters addressed
                           in the opinion delivered on the Closing Date but
                           limited to such Subsidiary, (vi) Mortgages as and to
                           the extent required by Section 5.12 hereof, (vii)
                           such other security documents as may be reasonably
                           requested by the Administrative Agent or its counsel
                           and all of the foregoing in form and substance
                           reasonably satisfactory to the Administrative Agent
                           and its counsel, and (viii) if applicable,
                           certificates or other instruments (if any)
                           representing 100% of the Equity Interests in such
                           Subsidiary owned by a Credit Party together with an
                           undated stock power (or other appropriate document)
                           executed in blank for each such certificate or other
                           instrument."

                  (AAA)    The first sentence of Section 5.12 of the Credit
Agreement is hereby amended in its entirety to read as follows:

                           "If, after the Amendment No. 1 Closing Date, any
                           Credit Party purchases, leases or otherwise acquires,
                           any Real Property Asset having a fair market value of
                           $10,000,000 or more, (i) promptly, but in any event
                           within thirty (30) days or such additional period of
                           time not to exceed thirty (30) days with the prior
                           written consent of the Administrative Agent, after
                           such purchase, lease or other acquisition, provide
                           written notice thereof to the Administrative Agent
                           and the Collateral Trustee, setting forth in
                           sufficient detail for the filing of a mortgage
                           thereon, a description of such Real Property Asset
                           purchased, leased or otherwise acquired and an
                           appraisal or such Credit Party's good faith estimate
                           of the current fair market value of such Real
                           Property Asset and (ii) the applicable Credit Party
                           shall promptly execute and deliver to the Collateral
                           Trustee (with copies to the Administrative Agent),
                           one or more Mortgages to secure the Senior Priority
                           Obligations (if outstanding) and the Pari Passu
                           Obligations and such other documents, instruments,
                           reports, opinions, insurance policies as the
                           Administrative Agent or its counsel shall reasonably
                           request (and in form and substance reasonably
                           satisfactory to the Administrative Agent and its
                           counsel) with respect to such Real Property Asset
                           consistent with the reports, opinions, insurance
                           policies and other information required to be
                           delivered with the other Mortgaged Real Property
                           Assets."

                  (BBB)    Section 5.15(a) of the Credit Agreement is hereby
amended by deleting the words "Collateral Agent)" appearing at the end thereof
and inserting the following in lieu thereof:

                           "Collateral Trustee); provided, however, that the Net
                           Cash Proceeds (net of reasonable reserves for
                           transaction expenses with respect to the issuance of
                           the initial series of Secured Notes) from the
                           issuance of the initial series of Secured Notes shall
                           be held in the Prepayment Collateral Account in
                           accordance with Section 2.11(f) hereof."

                  (CCC)    Section 5.15(b) of the Credit Agreement is hereby
amended in its entirety to read as follows:

                           "(b) Maintain the Purchase Escrow Account as a
                           Securities Account, which account is subject to a
                           Securities Account Control Agreement (in

                                       17

<PAGE>

                           form and substance satisfactory to the Administrative
                           Agent) which agreement shall provide, among other
                           things, that amounts in the Purchase Escrow Account
                           may be invested in Cash Equivalents of the type
                           described in clause (vi) of the definition of "Cash
                           Equivalents" in Article 1 hereof, as directed by RRI,
                           so long as no Event of Default has occurred and is
                           continuing."

                  (DDD)    Section 5.18 of the Credit Agreement is hereby
amended in its entirety to read as set forth in Annex 1 hereto.

                  (EEE)    Article 5 of the Credit Agreement is hereby amended
by adding the following new Sections at the end thereof:

                           "SECTION 5.22 Notification Relating to Tax Shelter
                           Regulations. In the event a Borrower determines to
                           take any action inconsistent with its intention set
                           forth in Section 3.27 hereof, promptly notify the
                           Administrative Agent thereof and deliver to the
                           Administrative Agent, a duly completed copy of IRS
                           Form 8886 (or any successor form thereto). If such
                           Borrower so notifies the Administrative Agent, such
                           Borrower acknowledges that one or more of the Lenders
                           may treat its loans and/or its interest in Letters of
                           Credit as part of a transaction that is subject to
                           Treasury Regulation Section 301.6112-1, and in which
                           case, such Lender or Lenders, as applicable, will
                           maintain the lists and other records required by such
                           Treasury Regulation.

                           SECTION 5.23 Intellectual Property. With respect to
                           any Credit Party, comply with the following covenants
                           in respect of any of such Credit Party's Intellectual
                           Property that constitutes Collateral:

                           (a)      Each Credit Party shall notify the
                           Administrative Agent immediately if it knows or has
                           reason to know that any application or registration
                           relating to any Patent, Trademark or Material
                           Copyright (now or hereafter existing) may become
                           abandoned or dedicated or may lapse, or of any
                           adverse determination or development (including the
                           institution of, or any such determination or
                           development in, any proceeding in the PTO, the
                           Copyright Office or any court) regarding a Credit
                           Party's ownership of any Patent, Trademark, or
                           Material Copyright, its right to register the same,
                           or to keep and maintain the same;

                           (b)      Each Credit Party, either itself or through
                           any agent, employee, licensee or designee, shall
                           notify the Administrative Agent and the Collateral
                           Trustee upon filing an application for the
                           registration of any Patent, Trademark, or Copyright
                           with the PTO, the Copyright Office or any similar
                           office or agency of any jurisdiction, and, upon
                           request of the Administrative Agent, such Credit
                           Party shall execute and deliver any and all Patent
                           Security Agreement Supplements, Trademark Security
                           Agreement Supplements or Copyright Security Agreement
                           Supplements (as such terms are defined in the
                           Security Agreement) as the Administrative Agent may
                           request to evidence the Collateral Trustee's (for the
                           benefit of the Secured Parties) security interest and
                           Lien in such

                                       18

<PAGE>

                           Patent, Trademark or Copyright (which is a Material
                           Copyright), and the general intangibles of such
                           Credit Party relating thereto or represented thereby;

                           (c)      Each Credit Party shall register all
                           Material Copyrights of such Credit Party with the
                           Copyright Office and take all actions necessary or
                           requested by the Administrative Agent to maintain and
                           pursue each application, to obtain the relevant
                           registration and to maintain the registration of each
                           Material Copyright (now or hereafter existing);

                           (d)      Each Credit Party shall take all actions
                           necessary or requested by the Administrative Agent to
                           maintain and pursue each application, to obtain the
                           relevant registration and to maintain the
                           registration of each Patent or Trademark (now or
                           hereafter existing), including the filing of
                           applications for renewal, affidavits of use,
                           affidavits of noncontestability and opposition and
                           interference and cancellation proceedings, unless the
                           applicable Credit Party shall reasonably determine
                           that such Patent or Trademark is not material to the
                           conduct of its business;

                           (e)      In the event that any of the Collateral
                           consisting of Patents, Trademarks, or Copyrights is
                           infringed upon, or misappropriated or diluted by a
                           third party, the applicable Credit Party shall,
                           unless such Credit Party shall reasonably determine
                           that such Patent, Trademark or Copyright is no longer
                           material to the conduct of its business or
                           operations, take all reasonable actions, including
                           suing for infringement, misappropriation or dilution
                           and to recover any and all damages for such
                           infringement, misappropriation or dilution, and shall
                           periodically report to the Administrative Agent as to
                           the status of such actions;

                           (f)      With respect to any Intellectual Property
                           constituting Collateral that any Credit Party has
                           reasonably determined continues to be useful and
                           material to the conduct of such Credit Party's
                           business, such Credit Party will not take or omit to
                           take any action whereby such Intellectual Property
                           could reasonably be expected to become abandoned,
                           dedicated, lapsed or invalidated;

                           (g)      Each Credit Party assumes all responsibility
                           and liability arising from the use of the
                           Intellectual Property and hereby indemnifies and
                           holds the Administrative Agent, the Collateral
                           Trustee and each Secured Party harmless from and
                           against any claim, suit, loss, damage or expense
                           (including reasonable attorneys' fees) in connection
                           with such Intellectual Property or out of the
                           manufacture, promotion, labeling, sale or
                           advertisement of any such product by any Credit Party
                           (or any affiliate or Subsidiary thereof);

                           (h)      Each Credit Party will do all things that
                           are necessary and proper within each Credit Party's
                           power and control to keep each license of or
                           constituting Intellectual Property held by such
                           Credit Party as licensee or licensor except to the
                           extent that (i) such Credit Party has reasonably
                           determined that the failure to keep any such license
                           in full force and effect could not be reasonably
                           expected to have a Material Adverse

                                       19

<PAGE>

                           Effect or (ii) any such license would expire by its
                           terms (as in effect on the date hereof) or is
                           terminable at will by a Person other than such Credit
                           Party; and

                           (i)      Each Credit Party shall not create any
                           nonexclusive license in any Trademark, Copyright,
                           Patent or other Intellectual Property or general
                           intangible, in each case owned by or licensed to any
                           Credit Party unless such license is in writing and by
                           its terms is expressly subject and subordinate to the
                           security interest and Lien created by the Fundamental
                           Documents.

                           SECTION 5.24 Issuances of Additional Indebtedness. In
                           the event that RRI issues any Indebtedness after the
                           Amendment No. 1 Closing Date pursuant to Section
                           6.1(b)(i) hereof, which Indebtedness is to be secured
                           as permitted by, and in accordance with, Sections
                           6.1(b)(i) and 6.2(w) hereof, no later than five (5)
                           Business Days prior to the issuance of such
                           Indebtedness, deliver to the Collateral Trustee (and
                           in the case of the documents referred to in clause
                           (b) below, the applicable Title Company) (in all
                           cases, with copies to the Administrative Agent and in
                           the case of the documents referred to in clause (b)
                           below, the Collateral Trustee as well) each of the
                           following documents (all of which shall be in form
                           and substance satisfactory to the Administrative
                           Agent): (a) a certificate from RRI and any Credit
                           Party that is a guarantor of such Indebtedness
                           certifying that (i) the incurrence of such
                           Indebtedness does not violate the terms and
                           provisions of any agreement governing any then
                           existing Indebtedness, and (ii) no Event of Default
                           or Actionable Default (as defined in the Collateral
                           Trust Agreement) shall have occurred and then be
                           continuing, or will occur upon the issuance of such
                           Indebtedness and the related lien; (b) a supplemental
                           mortgage in recordable form, with respect to each
                           Mortgaged Real Property Asset then in existence; (c)
                           a title insurance endorsement or such other evidence
                           or confirmation as is reasonably requested by the
                           Administrative Agent with respect to each existing
                           Title Policy confirming that the Mortgages, as so
                           supplemented, continue to secure the Pari Passu
                           Obligations as applicable, free of all Liens other
                           than the Permitted Encumbrances; (d) a reliance
                           letter addressed to the Collateral Trustee, the
                           Administrative Agent, the Tranche A Agent, the
                           Issuing Banks, the Collateral Agent, the Tranche A
                           Collateral Agent and the Lenders for each opinion
                           being delivered by counsel to any of the Credit
                           Parties in connection with the issuance of such
                           Indebtedness; and (e) such other supplements and
                           documents (including opinions) as may be reasonably
                           requested by the Administrative Agent or the
                           Collateral Trustee."

                  (FFF)    Clause (ii) of Section 6.1(b) of the Credit Agreement
is hereby amended by deleting the figure "$200,000,000" appearing therein and
inserting the figure "$300,000,000" in lieu thereof.

                  (GGG)    Section 6.2(c) of the Credit Agreement is hereby
amended in its entirety to read as follows:

                                       20

<PAGE>

                           "(c)     the Liens of the Collateral Agent (for the
                           benefit of the applicable Credit Agreement Secured
                           Parties), the Collateral Trustee (for the benefit of
                           the applicable Secured Parties) or the Tranche A
                           Collateral Agent (for the benefit of the Lenders owed
                           the Adjusted Tranche A Obligations) under this Credit
                           Agreement, the other Fundamental Documents and any
                           other document contemplated hereby or thereby;"

                  (HHH)    Section 6.2(w) of the Credit Agreement is hereby
amended in its entirety to read as follows:

                           "(w)     Liens securing Indebtedness permitted under
                           Section 6.1(b), 6.1(l) and/or 6.1(q) hereof;
                           provided, that any Liens securing Indebtedness
                           permitted under Section 6.1(b) shall be granted to
                           the Collateral Trustee and shall be subject to the
                           Collateral Trust Agreement; and"

                  (III)    Section 6.2(x) of the Credit Agreement is hereby
amended by adding ", L.P." after the words "Texas Genco" appearing in such
Section.

                  (JJJ)    Section 6.3(u) of the Credit Agreement is hereby
amended by inserting the words "or any Subsidiary of a Credit Party" after the
words "Credit Party" the first time such words appear in such Section.

                  (KKK)    The last paragraph of Section 6.3 of the Credit
Agreement is hereby amended by inserting the words "Section 6.3(k) or" before
the words "Section 6.3(u)" appearing therein.

                  (LLL)    Section 6.4(a)(iii) of the Credit Agreement is hereby
amended by adding the following text at the end thereof, immediately after the
words "rights offering" as they appear for the second time in Section:

                           ", and (z) payments for the redemption of any
                           fractional share issued in connection with a
                           conversion of any convertible security constituting a
                           Junior Security"

                  (MMM)    Section 6.4(b) of the Credit Agreement is hereby
amended by (i) inserting the words "described in clause (i) through (iv) above"
after the words "in all the foregoing cases" appearing in the proviso at the end
of such Section, and (ii) adding the following text at the end of such Section,
immediately after the word "continuing":

                           ", and (v) to make prepayments or repurchases in
                           respect of Indebtedness incurred pursuant to Section
                           6.1(b)(i) hereof which prepayments or repurchases are
                           made from proceeds of asset sales in accordance with
                           the terms and provisions of the applicable Secured
                           Note Agreement for such Indebtedness."

                  (NNN)    Section 6.11 of the Credit Agreement is hereby
amended by inserting the following text immediately after clause (ii)(B) of such
Section:

                           "or (C) restrictions and conditions set forth in any
                           agreement creating or evidencing any Indebtedness
                           permitted by Section 6.1(b)(i) hereof; provided, that
                           any such Indebtedness and such restrictions and
                           conditions

                                       21

<PAGE>

                           continue to satisfy each of the conditions set forth
                           in such Section 6.1(b)(i),"

                  (OOO)    Section 6.14 of the Credit Agreement is hereby
amended by (i) deleting the words "Collateral Agent" appearing at the end
thereof and inserting the words "Collateral Trustee" in lieu thereof and (ii)
inserting the word "applicable" immediately before the words "Secured Parties"
appearing therein.

                  (PPP)    Section 6.15 of the Credit Agreement is hereby
amended by (i) inserting "(a)" at the beginning thereof, immediately before the
word "Sell"; (ii) replacing "(a)" and "(b)" appearing in such Section with "(i)"
and "(ii)" respectively; and (iii) adding the following section at the end
thereof:

                           "(b)     Without the Administrative Agent's prior
                           written consent (which consent shall not be
                           unreasonably withheld or delayed): (i) grant any
                           extension of the time of payment of any of the
                           Collateral consisting of Accounts, Chattel Paper,
                           Instruments (as defined in the Security Agreement) or
                           payment intangibles or (ii) release, wholly or
                           partly, any obligor liable for the payment thereof,
                           provided, however, the foregoing shall not restrict
                           any extensions or releases granted or made by any
                           Credit Party in the ordinary course of such Credit
                           Party's business and consistent with such prudent
                           practices used in industries that are the same as or
                           similar to those which such Credit Party is engaged."

                  (QQQ)    Article 6 of the Credit Agreement is hereby amended
by adding the following new Section at the end thereof:

                           "SECTION 6.22 Use of Mortgaged Real Property Assets.
                           (a) Unless (i) required by Applicable Law, (ii) the
                           Administrative Agent has otherwise agreed in writing,
                           or (iii) otherwise expressly provided herein, allow
                           changes in the use for which all or any part of any
                           Mortgaged Real Property Asset was intended at the
                           time the applicable Mortgage and/or Assignment of
                           Leases and Rents with respect to such Mortgaged Real
                           Property Asset was executed by the applicable Credit
                           Party, if such change would have a Material Adverse
                           Effect."

                           (b)      Except as expressly permitted under this
                           Credit Agreement, subdivide any Mortgaged Real
                           Property Asset, or initiate or acquiesce in a change
                           in the zoning classification of any Mortgaged Real
                           Property Asset without the Administrative Agent's
                           prior written consent, if such change would have a
                           Material Adverse Effect."

                  (RRR)    Section 7(a) of the Credit Agreement is hereby
amended by inserting the words "the Collateral Trustee," immediately after the
words "the Collateral Agent," appearing therein.

                  (SSS)    The parenthetical phrase appearing at the end of
Section 7(f) of the Credit Agreement is hereby amended in its entirety to read
as follows:

                           "(provided that the foregoing clause of this
                           paragraph (f) shall not apply to (i) secured
                           Indebtedness permitted hereunder that becomes due
                           prior to its stated maturity as a result of the
                           voluntary sale or transfer as permitted hereunder, or
                           from a casualty or Condemnation Event, in either

                                       22

<PAGE>

                           case of the property or assets securing such
                           Indebtedness or (ii) secured Indebtedness issued
                           pursuant to Section 6.1(b)(i) hereof that is required
                           to be prepaid or repurchased as a result of an offer
                           to prepay or repurchase such Indebtedness with the
                           proceeds of asset sales in accordance with the terms
                           and provisions of the applicable Secured Note
                           Agreement for such Indebtedness);"

                  (TTT)    Section 7(m) of the Credit Agreement is hereby
amended in its entirety to read as follows:

                           "(m)     (i) this Credit Agreement, the Security
                           Agreement, any Mortgage, any Assignment of Leases and
                           Rents, or any other Fundamental Document shall, for
                           any reason, not be or shall cease to be in full force
                           and effect or shall be declared null and void, or any
                           of the Fundamental Documents shall not give or shall
                           cease to give the Administrative Agent, the
                           Collateral Agent, the Collateral Trustee, the other
                           Agents, the Lenders or any of the other Secured
                           Parties (as applicable), the rights, powers and
                           privileges purported to be created thereby or shall
                           not give or shall cease to give the Collateral Agent,
                           the Collateral Trustee and/or the Tranche A
                           Collateral Agent (as applicable) the Liens, rights,
                           powers and privileges purported to be created thereby
                           in favor of the Collateral Agent (for the benefit of
                           the Credit Agreement Secured Parties), the Collateral
                           Trustee for the benefit of the Secured Parties,
                           and/or the Tranche A Collateral Agent for the benefit
                           of the Lenders owed the Adjusted Tranche A
                           Obligations (respectively) superior to and prior to
                           the rights of all third Persons and subject to no
                           other Liens (other than Permitted Encumbrances), or
                           (ii) the validity or enforceability of the Liens
                           granted, to be granted, or purported to be granted,
                           by any of the Fundamental Documents shall be
                           contested by any Credit Party or any of their
                           respective Affiliates; provided, that no such defects
                           pursuant to clause (i) above with respect to a Lien
                           granted or purported to be granted by any of the
                           Fundamental Documents shall give rise to an Event of
                           Default under this paragraph (m) unless such defects
                           shall adversely affect the aggregate value of the
                           Collateral or the Mortgaged Real Property Assets
                           (taken as whole) by an aggregate amount of
                           $50,000,000 or more;"

                  (UUU)    The last paragraph of Article 7 of the Credit
Agreement is hereby amended by (i) deleting the first parenthetical phrase
appearing in such Section immediately preceding clause (x) therein, and (ii)
inserting the words "the Collateral Trustee," immediately following the words
"the Collateral Agent" as such words appear in the last sentence of such
paragraph.

                  (VVV)    The first sentence of Section 8.1(a) of the Credit
Agreement is hereby amended by inserting the words "Credit Agreement"
immediately preceding the words "Secured Parties" appearing in such sentence.

                  (WWW)    Clauses (i), (iv), (v) and (viii) of Section 8.1(b)
of the Credit Agreement are hereby amended by inserting the words "the
Collateral Trustee," immediately after the words "the Collateral Agent," each
time such words appear in such clauses.

                                       23

<PAGE>

                  (XXX)    Clause (ix) of Section 8.1(b) of the Credit Agreement
is hereby amended in its entirety to read as follows:

                           "(ix) any provision of Applicable Law or regulation
                           purporting to prohibit the payment by any Borrower,
                           any Guarantor or OPH of any amount payable by it
                           under a Fundamental Document."

                  (YYY)    Section 8.1(c) of the Credit Agreement is hereby
amended by inserting the words "the Collateral Trustee," immediately after the
words "the Collateral Agent," each time such words appear in such Section.

                  (ZZZ)    Section 8.1(e) of the Credit Agreement is hereby
amended by inserting the words "the Collateral Trustee," immediately following
the words "the Collateral Agent," appearing in such Section.

                  (AAAA)   Section 8.2 of the Credit Agreement is hereby amended
by inserting the words "the Collateral Trustee," immediately following the words
"the Collateral Agent," appearing in such Section.

                  (BBBB)   Section 8.3 of the Credit Agreement is hereby amended
in its entirety to read as follows:

                           "SECTION 8.3 Continuation and Reinstatement, etc. (a)
                           Each Guarantor further agrees that its Guaranty
                           hereunder shall continue to be effective or be
                           reinstated, as the case may be, if at any time
                           payment, or any part thereof, of any of the
                           Guaranteed Obligations is rescinded or must otherwise
                           be restored or returned by any Secured Party upon the
                           bankruptcy or reorganization of any Borrower or any
                           Guarantor, or otherwise. In furtherance of the
                           provisions of this Article 8, and not in limitation
                           of any other right which any Credit Agreement Secured
                           Party may have at law or in equity against any
                           Borrower, any Guarantor or any other Person by virtue
                           hereof, upon failure of any Borrower to pay any
                           Obligation when and as the same shall become due,
                           whether at maturity, by acceleration, after notice or
                           otherwise, each applicable Guarantor hereunder of
                           such Obligation hereby promises to and will, upon
                           receipt of written demand by the Administrative Agent
                           (acting at the request of a Credit Agreement Secured
                           Party), forthwith pay or cause to be paid to the
                           Administrative Agent for the benefit of the Credit
                           Agreement Secured Parties (as applicable) in cash an
                           amount equal to the unpaid amount of such Obligation
                           with interest thereon at a rate of interest equal to
                           the rate specified in Section 2.12(a) hereof, and
                           thereupon the Administrative Agent shall assign,
                           without recourse and without representation or
                           warranty of any kind, such Obligation, and shall
                           instruct the Collateral Trustee or the Tranche A
                           Collateral Agent (as applicable), without recourse
                           and without representation or warranty of any kind,
                           to assign all security interests, if any, then held
                           by the Collateral Trustee or the Tranche A Collateral
                           Trustee (as applicable), in respect of such
                           Obligation, to the Guarantor or Guarantors making
                           such payment; such assignment to be subordinate and
                           junior to the rights of the Collateral Agent, the
                           Collateral Trustee or the Tranche A Collateral Agent
                           on behalf of the Credit Agreement Secured Parties,
                           the Secured

                                       24

<PAGE>

                           Parties or the Lenders owed the Adjusted Tranche A
                           Obligations (as applicable) with regard to amounts
                           payable by any Borrower in connection with the
                           remaining unpaid Obligations (including Post-Petition
                           Interest) and to be pro tanto to the extent to which
                           the Obligation in question was discharged by the
                           Guarantor or Guarantors making such payments.

                           (b)      All rights of a Guarantor against any
                           Borrower, arising as a result of the payment by such
                           Guarantor of any sums to the Administrative Agent for
                           the benefit of the Credit Agreement Secured Parties,
                           to the Tranche A Agent for the benefit of the Tranche
                           A Lenders, or directly to the Lenders or Credit
                           Agreement Secured Party hereunder by way of right of
                           subrogation or otherwise, shall in all respects be
                           subordinated and junior in right of payment to, and
                           shall not be exercised by, such Guarantor until and
                           unless, the occurrence of the Bank Credit Termination
                           Date. If any amount shall be paid to such Guarantor
                           for the account of a Borrower, such amount shall be
                           held in trust for the benefit of the Administrative
                           Agent, segregated from such Guarantor's own assets,
                           and shall forthwith be paid to the Administrative
                           Agent on behalf of the applicable Credit Agreement
                           Secured Parties to be credited and applied to the
                           Obligations, whether matured or unmatured."

                  (CCCC)   Section 8.4(b) of the Credit Agreement is hereby
amended in its entirety to read as follows:

                           "(b)     Notwithstanding anything to the contrary
                           contained in this Credit Agreement (but subject to
                           the terms and provisions of Section 8.4(a) above),
                           the amount guaranteed by each Limited Guarantor
                           hereunder shall be limited to an amount calculated as
                           described in Part B of Schedule 8.4 hereto; provided,
                           however, that the foregoing shall cease to apply to
                           any Limited Guarantor on the date on which the
                           contractual obligation (or replacement thereof to the
                           extent permitted by the terms of this Credit
                           Agreement) that prohibited such Limited Guarantor
                           from guaranteeing its Guaranteed Obligations
                           hereunder in full shall no longer be in effect."

                  (DDDD)   Article 8 of the Credit Agreement is hereby amended
by adding the following new Section at the end thereof:

                           "8.6 Release of any Guaranty. The Credit Parties
                           hereby agree that in the event any Guarantor or OPH
                           is to be released from its obligations under any
                           Guaranty pursuant to any of the Fundamental Documents
                           (such entity being referred to as a "Released
                           Guarantor"), then RRI and/or the Released Guarantor
                           shall arrange for, or otherwise cause, any Guaranty
                           from such Released Guarantor which was issued in
                           connection with any Indebtedness to also be released
                           prior to, or concurrently with, the release of any
                           Guaranty pursuant to any of the Fundamental
                           Documents. The Lenders hereby agree that in the event
                           any Guarantor or OPH is released from its obligations
                           under any Guaranty pursuant to any of the Fundamental
                           Documents and such Guarantor or OPH (as applicable)
                           is an issuer of "Excluded Securities" (as defined in
                           the

                                       25

<PAGE>

                           Collateral Trust Agreement) in which the Collateral
                           Trustee holds a Lien solely for the benefit of the
                           Credit Agreement Secured Parties, then (a) the
                           Collateral Trustee's Lien on the Excluded Securities
                           shall also be released upon the release of all
                           Guaranties issued by such Released Guarantor under
                           the Fundamental Documents and in connection with any
                           Indebtedness, and (b) the Administrative Agent and/or
                           the Collateral Agent shall at the request of RRI,
                           release, or direct the Collateral Trustee to release,
                           any Liens on such Excluded Securities."

                  (EEEE)   Article 9 of the Credit Agreement is hereby amended
in its entirety to read as set forth in Annex 2 hereto.

                  (FFFF)   Section 10.1(c) of the Credit Agreement is hereby
amended in its entirety to read as follows:

                           "(c)     The Secured Parties hereby authorize the
                           Administrative Agent or the Collateral Agent as
                           applicable (in its sole discretion) to do any of the
                           following, and during the Designated Period, the
                           Tranche A Collateral Agent to take the actions set
                           forth below:

                           (i)      in connection with (A) the sale, exchange or
                           other disposition of any asset included in the
                           Collateral, of any Mortgaged Real Property Asset or
                           of all of the Equity Interests of any Guarantor, or
                           (B) any sale, dissolution or liquidation of any
                           Subsidiary, in each case to the extent undertaken in
                           accordance with the terms of this Credit Agreement;
                           and, provided no Default or Event of Default has
                           occurred and is then continuing, (x) in the case of
                           the Administrative Agent or the Collateral Agent, to
                           authorize the Collateral Trustee to release a Lien
                           granted to it (for the benefit of any Secured
                           Parties) and/or to release (or, in the case of OPH
                           Guaranty Agreement, to authorize the Collateral
                           Trustee to release) such Guarantor from its
                           obligations hereunder and under any other applicable
                           Fundamental Documents or (y) in the case of the
                           Tranche A Collateral Agent, to release a Lien granted
                           to it (for the benefit of any Lenders owed the
                           Adjusted Tranche A Obligations), on such asset,
                           Mortgaged Real Property Asset or Equity Interest;

                           (ii)     [Intentionally deleted.]

                           (iii)    in connection with any monetization or
                           securitization permitted under Section 6.1(k) and
                           6.2(p) hereof, to authorize the Collateral Trustee to
                           release the Lien granted to it (for the benefit of
                           any Secured Parties) on the property sold in such
                           transaction upon the closing thereof;

                           (iv)     to determine that the cost to RRI or another
                           Credit Party is disproportionate to the benefit to be
                           realized by the Administrative Agent, the other
                           Agents, the Collateral Agent, the Tranche A Agent,
                           the Tranche A Collateral Agent, Lenders owed the
                           Adjusted Tranche A Obligations, the Issuing Banks,
                           the Lenders, the Collateral Trustee and/or the other
                           Secured Parties by perfecting or maintaining a Lien
                           in a given asset or group of assets included in the
                           Collateral or in any Mortgaged Real Property Asset,
                           and that RRI or other Credit Party should not be

                                       26

<PAGE>

                           required to perfect or maintain such Lien in favor of
                           the Collateral Trustee (for the benefit of any
                           Secured Parties) or the Tranche A Collateral Agent
                           (for the benefit of any Lenders owed the Adjusted
                           Tranche A Obligations) (as applicable);

                           (v)      to appoint subagents to be the holder of
                           record of a Lien to be granted to the Collateral
                           Agent (for the benefit of any Credit Agreement
                           Secured Parties), to the Tranche A Collateral Agent
                           (for the benefit of any Lenders owed the Adjusted
                           Tranche A Obligations) or to the Collateral Trustee
                           (for the benefit of any Secured Parties) (as
                           applicable), or to hold on behalf of the Collateral
                           Agent, the Tranche A Collateral Agent or the
                           Collateral Trustee such Lien, or Collateral or
                           instruments relating thereto;

                           (vi)     to enter into and perform its obligations
                           (including exercising its discretion as provided
                           therein) under the other Fundamental Documents,
                           including performing its obligations or exercising
                           its discretion under the terms of the Collateral
                           Trust Agreement, whether as Administrative Agent, as
                           Collateral Agent or as co-trustee, agent or sub-agent
                           for the Collateral Trustee and releasing, or
                           confirming the release of, any Lien granted for the
                           benefit of any applicable Secured Party, which
                           release is authorized pursuant to any Fundamental
                           Document; and

                           (vii)    to enter into (and/or authorize the
                           Collateral Trustee to enter into) intercreditor
                           and/or subordination agreements on terms acceptable
                           to the Administrative Agent with Persons who have
                           been granted Liens which are permitted pursuant to
                           Section 6.2 hereof, including the Citibank
                           Intercreditor Agreement and the Genco Intercreditor
                           Agreement.

                           The Collateral Agent or the Administrative Agent and,
                           during the Designated Period, the Tranche A Agent or
                           the Tranche A Collateral Agent (as applicable),
                           hereby agrees, at the written request of RRI, to
                           release or direct the Collateral Trustee to release,
                           or to confirm the release or direct the Collateral
                           Trustee to confirm the release of (as applicable),
                           the applicable Lien granted for the benefit of any
                           Credit Agreement Secured Parties, any Adjusted
                           Tranche A Obligations or any Secured Parties (as
                           applicable), pursuant to any Fundamental Document in
                           the case of any event described in clause (c)(i),
                           (c)(iii) or (c)(vi) above."

                  (GGGG)            Section 10.2(a) of the Credit Agreement is
hereby amended by inserting the following text at the end thereof, immediately
after the words "Revolving Credit Loans":

                           "; or (2) in the case of a Senior Priority Loan, at
                           the Base Rate plus the Applicable Interest Margin for
                           Base Rate Loans which are Senior Priority Loans."

                  (HHHH)            The first paragraph of Section 10.2(b) of
the Credit Agreement is hereby amended by inserting the words "Credit Agreement"
immediately before the words "Secured Parties" appearing in such first
paragraph.

                                       27

<PAGE>

                  (IIII)   The last paragraph of Section 10.2(b) of the Credit
Agreement is hereby amended by inserting the words "Credit Agreement"
immediately before the words "Secured Party" or "Secured Party's", each place
such words appear in such Section.

                  (JJJJ)   Section 10.5 of the Credit Agreement is hereby
amended by inserting the words "Credit Agreement" immediately before the words
"Secured Parties" each place such words appear in such Section.

                  (KKKK)   The first sentence of Section 10.12 of the Credit
Agreement is hereby amended by deleting the phrase "or the Collateral Agent"
appearing therein and inserting the words ", the Collateral Agent or the
Collateral Trustee" in lieu thereof.

                  (LLLL)   Section 10.14(b) of the Credit Agreement is hereby
amended in its entirety to read as follows:

                           "(b)     If the Administrative Agent, the Collateral
                           Agent, the Collateral Trustee, the Tranche A Agent,
                           the Tranche A Collateral Agent, any Issuing Bank, any
                           Lender or any other Credit Agreement Secured Party is
                           required at any time to return to RRI or any other
                           Credit Party, or to a trustee, receiver, liquidator,
                           custodian, or any official under any proceeding under
                           any Debtor Relief Law or otherwise, any portion of a
                           payment made by RRI or any other Credit Party, each
                           Lender or other Credit Agreement Secured Party agrees
                           that it shall, on demand of the Administrative Agent
                           or Collateral Trustee, return its share of the amount
                           to be returned which was received by the applicable
                           Lender or other Credit Agreement Secured Party, plus
                           interest thereon from the date of such demand to the
                           date such payment is made at a rate per annum equal
                           to the Federal Funds Rate."

                  (MMMM)   The second address appearing in clause (i) of Section
11.1(a) of the Credit Agreement is hereby amended in its entirety to read as
follows:

                                    "1111 Louisiana Street
                                    Houston, Texas 77002
                                    Attention: General Counsel
                                    Facsimile No.: (713) 497-0140
                                    Telephone No.: (713) 497-7265"

                  (NNNN)   Clause (vi) of Section 11.1(a) of the Credit
Agreement is hereby amended by deleting the last three (3) lines of such clause
and inserting the following in lieu thereof:

                           "Attention: Eric Chilton
                           Facsimile No.: (212) 412-7691
                           Telephone No.: (212) 412-1485"

                  (OOOO)   Section 11.2 of the Credit Agreement is hereby
amended in its entirety to read as follows:

                           "SECTION 11.2 Survival of Agreement, Representations
                           and Warranties, etc. All warranties, representations
                           and indemnities made by any of the Credit Parties
                           herein, in any other Fundamental Document or

                                       28

<PAGE>

                           in any certificate or instrument delivered by it or
                           on its behalf in connection with or pursuant to this
                           Credit Agreement or any other Fundamental Document
                           shall be considered to have been relied upon by the
                           Administrative Agent, the other Agents, the
                           Collateral Agent, the Collateral Trustee, the Tranche
                           A Agent, the Tranche A Collateral Agent, the Issuing
                           Banks and the Lenders and, except for any
                           terminations, amendments, modifications or waivers
                           thereof in accordance with the terms hereof, shall
                           survive the execution and delivery of this Credit
                           Agreement, the combination and continuation of the
                           Existing Loans, the making of any Revolving Credit
                           Loans, the making of any Senior Priority Loans and
                           the issuance of the Letters of Credit herein
                           contemplated, and the execution and delivery of any
                           Notes hereunder, in each case, regardless of any
                           investigation made by the Administrative Agent, the
                           other Agents, the Collateral Agent, the Collateral
                           Trustee, the Tranche A Agent, the Tranche A
                           Collateral Agent, any Issuing Bank or any of the
                           Lenders or on their behalf and notwithstanding the
                           Administrative Agent, the other Agents, the
                           Collateral Agent, the Collateral Trustee, the Tranche
                           A Agent, the Tranche A Collateral Agent, any Issuing
                           Bank or any Lender may have had notice or knowledge
                           of any Default or Event of Default or incorrect
                           representation or warranty at the time any credit is
                           extended hereunder, and shall continue in full force
                           and effect so long as any Obligation is outstanding
                           and unpaid, any Letter of Credit is outstanding and
                           so long as the Revolving Credit Commitments or the
                           Senior Priority Commitments have not been terminated.
                           All statements in any such certificate or instrument
                           delivered in connection with, or pursuant to this
                           Credit Agreement or any other Fundamental Document
                           shall constitute representations and warranties by
                           the Credit Parties hereunder. Notwithstanding the
                           foregoing, any representation, warranty, agreement or
                           indemnity with respect to any tax shall survive at
                           least until thirty (30) days after the expiration of
                           the applicable statute of limitations with respect to
                           such tax."

                  (PPPP)   The first sentence of Section 11.9 of the Credit
Agreement is hereby amended by inserting the words "the Collateral Trustee,"
immediately after the words "the Collateral Agent," appearing in such sentence.

                  (QQQQ)   Clause (a) of Section 11.11 of the Credit Agreement
is hereby amended by deleting the phrase "and 11.11(c)" in the second line of
such Section and inserting the phrase "through 11.11(f)" in lieu thereof.

                  (RRRR)   Section 11.11(c) of the Credit Agreement is hereby
deleted in its entirety and replaced with the following:

                           "[INTENTIONALLY DELETED]"

                  (SSSS)   The proviso in Section 11.13 of the Credit Agreement
is hereby amended by inserting the words ", the Collateral Trustee," immediately
after the words "the Collateral Agent" as it appears in the proviso.

                                       29

<PAGE>

                  (TTTT)   The first sentence of Section 11.18(a) of the Credit
Agreement is hereby amended by (i) deleting the word "or" appearing immediately
before clause (viii) appearing therein, and (ii) inserting the following new
clause at the end of such sentence, immediately after the words "contemplated
thereby":

                           "or (ix) to the Collateral Trustee."

                  (UUUU)   Section 11.18(b) of the Credit Agreement is hereby
amended in its entirety to read as follows:

                           "(b)     Notwithstanding anything to the contrary
                           contained in this Credit Agreement or any other
                           express or implied agreement, arrangement or
                           understanding, "Information" shall not include, and
                           the Credit Parties and Lenders agree that any of the
                           Agents, the Collateral Agent, the Tranche A Agent,
                           the Tranche A Collateral Agent, the Issuing Banks,
                           the Lenders and their affiliates, employees,
                           representatives and other agents may disclose to any
                           and all Persons, without limitation of any kind, any
                           information with respect to the "tax treatment" and
                           "tax structure" (in each case, within the meaning of
                           Treasury Regulation Section 1.6011-4) of the
                           transactions contemplated hereby and all materials of
                           any kind (including opinions or other tax analyses)
                           that are provided to any of the Agents, the
                           Collateral Agent, the Tranche A Agent, the Tranche A
                           Collateral Agent, the Issuing Banks or the Lenders
                           relating to such tax treatment and tax structure;
                           provided that with respect to any document or similar
                           item that in either case contains information
                           concerning the tax treatment or tax structure of the
                           transaction as well as other information, this
                           sentence shall only apply to such portions of the
                           document or similar items that relate to the tax
                           treatment or tax structure of the transactions
                           contemplated hereby."

                  (VVVV)   The first sentence of Section 11.19 of the Credit
Agreement is hereby amended in its entirety to read as follows:

                           "Each of this Credit Agreement (including the
                           Exhibits and Schedules hereto), the Fee Letters, the
                           Security Documents relating to the grant of a Lien to
                           the Collateral Agent (for the benefit of the Credit
                           Agreement Secured Parties), to the Collateral Trustee
                           (for the benefit of the Secured Parties) or to the
                           Tranche A Collateral Agent (for the benefit of the
                           Tranche A Lenders), and other Fundamental Documents
                           represents the entire agreement of the parties with
                           regard to the subject matter hereof or thereof (as
                           applicable)."

                  (WWWW)   Section 11.21 of the Credit Agreement is hereby
amended by inserting the words "the Collateral Trustee," immediately after the
words "the Collateral Agent," as it appears in such Section.

                  (XXXX)   Clause (c) of the first sentence of Section 11.22 of
the Credit Agreement is hereby amended in its entirety to read as follows:

                           "(c)     financial statements, certificates, and
                           other information previously or hereafter furnished
                           to any of the Agents, the Collateral

                                       30
<PAGE>

                           Agent, the Collateral Trustee, the Tranche A Agent,
                           the Tranche A Collateral Agent, any Co-Lead Arranger,
                           any Joint Book-Running Manager, any Issuing Bank or
                           any Lender may be reproduced by the party receiving
                           the same or the Administrative Agent by any
                           photographic, photostatic, microfilm, micro-card,
                           miniature photographic or other similar process."

                  (YYYY) Section 11.25 of the Credit Agreement is hereby amended
by inserting the phrase "and the Collateral Trust Agreement" immediately after
the defined term "Intercreditor Agreements" each time such defined term appears
in such Section or in the heading of such Section.

                  (ZZZZ) Article 11 of the Credit Agreement is hereby amended by
adding the following new Sections at the end thereof:

                           "SECTION 11.26 Confirmation by the Lenders. Within
                           three (3) Business Days of any request by the
                           Administrative Agent or the Collateral Agent, each
                           Lender agrees that it will confirm the aggregate
                           amount of the Obligations owed to such Lender. In the
                           event any Lender fails to timely provide such
                           confirmation, such Lender agrees that the
                           Administrative Agent or the Collateral Agent (as
                           applicable) may use as the amount of Obligations owed
                           to such Lender the amounts set forth in the Register.

                           SECTION 11.27 Sharing of Liens. (a) Notwithstanding
                           (i) anything to the contrary contained in the
                           Fundamental Documents, (ii) the time of incurrence of
                           any Restructured Obligations, any series of Secured
                           Notes or any other Pari Passu Obligations, (iii) the
                           order or method of attachment or perfection of any
                           Liens securing any Restructured Obligations, any
                           series of Secured Notes or any other Pari Passu
                           Obligations, (iv) the time or order of filing or
                           recording of financing statements, mortgages or other
                           documents filed or recorded to perfect any Lien upon
                           any Shared Collateral, (v) the time of taking
                           possession or control over any Shared Collateral or
                           (vi) the rules for determining priority under any law
                           governing relative priorities of Liens:

                                    (x)      all Liens at any time granted by
                           RRI or any of its Subsidiaries in the Shared
                           Collateral to secure any Restructured Obligations,
                           any series of Secured Notes or any other Pari Passu
                           Obligations shall secure, Equally and Ratably, all
                           liabilities of RRI or such Subsidiary under or in
                           respect of the Restructured Obligations, Secured
                           Notes and other Pari Passu Obligations, and

                                    (y)      all proceeds of all Liens at any
                           time granted by RRI or any of its Subsidiaries in the
                           Shared Collateral to secure any Restructured
                           Obligations, any series of Secured Notes or any other
                           Pari Passu Obligations shall be allocated and
                           distributed Equally and Ratably on account of all
                           liabilities of RRI or such Subsidiary under or in
                           respect of the Restructured Obligations, Secured
                           Notes and other Pari Passu Obligations.

                                       31

<PAGE>

                           (b)      The provisions of this Section 11.27 are
                           intended for the benefit of, and shall be enforceable
                           as a third party beneficiary by, the Collateral
                           Trustee and each of the present and future holders of
                           Secured Notes and their trustees or representatives."

                  (AAAAA) Schedule 6.5 of the Credit Agreement is hereby amended
in its entirety by replacing it with Schedule 6.5 (Revised) attached hereto.

                  (BBBBB) Schedule 8.4 of the Credit Agreement is hereby amended
in its entirety by replacing it with Schedule 8.4 (Revised) attached hereto.

                  (CCCCC) Schedules 8.4(a) and 8.4(b) of the Credit Agreement
are hereby deleted in their entirety; and the references to such Schedules are
hereby deleted from the Table of Contents of the Credit Agreement.

                  (DDDDD) Exhibit C to the Credit Agreement is hereby amended in
its entirety by replacing it with Exhibit C (Revised) attached hereto.

                  (EEEEE) Exhibit D to the Credit Agreement and the reference
thereto in the Table of Contents of the Credit Agreement, are hereby deleted in
their entirety and replaced with the words "[Intentionally Deleted]".

         SECTION 2. Representations and Warranties. Each of the Credit Parties
represents and warrants as of the date hereof and as of the Amendment No. 1
Effective Date, to each of the Agents, the Tranche A Agent, the Issuing Banks
and the Lenders that:

                  (A)      the execution, delivery and performance by each of
the Credit Parties of this Amendment, the Credit Agreement as modified by this
Amendment, the Collateral Trust Agreement (as defined in Section 3 hereof) and
any other documents delivered pursuant to Section 4 hereof (i) have been duly
authorized by all requisite corporate, partnership or limited liability company
action (as applicable) on the part of each such Credit Party; and (ii) will not
violate (x) any provision of any statute, rule or regulation, or any
Organizational Document of any of the Credit Parties, (y) any applicable order
of any court or any rule, regulation or order of any other agency of government,
or (z) any indenture, agreement or other instrument to which any of the Credit
Parties is a party or by which any of the Credit Parties or any of their
respective properties is bound, or be in conflict with, result in a breach of,
constitute (with notice or lapse of time or both) a default under, or create any
right to terminate, any such indenture, agreement, or other instrument;

                  (B)      upon the occurrence of the Amendment No. 1 Effective
Date (as defined in Section 4 below), this Amendment and each other agreement
delivered pursuant to Section 4 hereof will constitute the legal, valid and
binding obligation of the applicable Credit Parties that are party thereto,
enforceable in accordance with its terms, except as the enforceability thereof
may be limited by applicable bankruptcy, insolvency, reorganization or other
similar laws affecting creditors' rights generally and by general equitable
principles (regardless of whether the issue of enforceability is considered in a
proceeding in equity or at law);

                  (C)      no Default or Event of Default shall have occurred
and then be continuing under the Credit Agreement;

                                       32

<PAGE>

                  (D)      the Credit Parties have obtained all consents and
waivers from any Persons necessary for the execution, delivery and performance
of this Amendment and any other document or transaction contemplated hereby; and

                  (E)      after giving effect to this Amendment, all
representations and warranties set forth in the Credit Agreement and the other
Fundamental Documents are true, correct and complete in all material respects on
and as of the date hereof with the same effect as if such representations and
warranties had been made on and as of the date hereof, unless such
representation is as of a specific date, in which case, as of such date.

         SECTION 3. Authorization, Acknowledgements and Agreements of the
Lenders.

                  (A)      The Lenders hereby authorize the Administrative Agent
and/or the Collateral Agent to enter into (i) a collateral trust agreement which
is in form and substance satisfactory to the Agents (the "Collateral Trust
Agreement"), (ii) such amendments to the Fundamental Documents as are necessary,
advisable, or otherwise requested by RRI to implement the terms and provisions
of the Collateral Trust Agreement; and (iii) OPH Guaranty Agreement (as defined
in Section 1(V) above).

                  (B)      The Lenders hereby acknowledge and agree (i) to be
bound by the terms and provisions of the executed Collateral Trust Agreement and
(ii) that any costs, expenses, liabilities or other obligations incurred by the
Administrative Agent or the Collateral Agent pursuant to, or in connection with,
the Collateral Trust Agreement shall be subject to reimbursement and
indemnification by the Lenders in accordance with Section 10.6 of the Credit
Agreement.

         SECTION 4. Effective Date. This Amendment shall not become effective
until the date on which all of the following conditions precedent shall have
been satisfied, or waived in writing (such date being referred to herein as the
"Amendment No. 1 Effective Date"):

                  (A)      The Administrative Agent shall have received fully
executed counterparts of this Amendment executed by (i) the Credit Parties, (ii)
the Administrative Agent, (iii) the Required Lenders and (iv) the Required
Senior Priority Lenders.

                  (B)      The Secured Note Agreements (as defined in Section
1(V) above) for the initial series of Secured Notes (as defined in Section 1(V)
above and which for purposes of this Amendment shall mean all of the Secured
Notes to be issued by RRI on July 1, 2003) shall have been executed and
delivered by all of the parties thereto. The initial of series Secured Notes
shall have been issued; 100% of the Net Cash Proceeds from such issuance shall
have been directly wire transferred and irrevocably deposited into the
Prepayment Collateral Account; and RRI shall have given irrevocable written
instructions (in form and substance satisfactory to the Administrative Agent and
the Collateral Agent) that the Collateral Agent apply such proceeds so deposited
as provided in Section 2.11(f) as amended hereby).

                  (C)      The Administrative Agent shall have received fully
executed copies of each of the documents required in connection with the
Collateral Trust Agreement and the transactions contemplated therein and all of
such documents shall be in form and substance reasonably satisfactory to the
Administrative Agent, the Collateral Agent, the other Agents and their
respective counsel.

                  (D)      The Administrative Agent shall have received the
written opinion of (i) Bracewell & Patterson, L.L.P., counsel to the Credit
Parties, and (ii) from counsel to the Credit Parties in each jurisdiction where
a Mortgaged Real Property Asset is located, each dated the Amendment No. 1
Effective Date and addressed to the Agents, the Tranche A Agent, the Issuing
Banks, the Collateral

                                       33

<PAGE>

Agent, the Tranche A Collateral Agent and the Lenders, which opinions shall be
in form and substance reasonably satisfactory to the Administrative Agent and
its counsel.

                  (E)      The Agents and their respective counsels shall have
received such approvals, information, materials and documentation as any of the
Agents or their respective counsel may reasonably request, which approvals,
information, materials and documentation shall be reasonably satisfactory in
form and substance to the Agents and their respective counsel.

                  (F)      All fees and other charges presently due and payable
to the Administrative Agent or any Lender pursuant to any Fundamental Document
shall have been paid by RRI.

                  (G)      All out-of-pocket expenses incurred by the Agents and
invoiced by 5:00 p.m. (New York City time) two (2) Business Days prior to the
Amendment No. 1 Effective Date, which expenses have been incurred in connection
with the Credit Agreement, this Amendment, any other Fundamental Document or the
transactions contemplated by any of the foregoing (including, without
limitation, the reasonable fees and disbursements of Clifford Chance US LLP)
shall have been paid by RRI.

         SECTION 5. CONFIRMATION AND ACKNOWLEDGEMENT OF THE OBLIGATIONS;
RELEASE. EACH OF THE BORROWERS HEREBY (A) CONFIRMS AND ACKNOWLEDGES TO THE
AGENTS, THE ISSUING BANKS AND THE LENDERS THAT IT IS VALIDLY AND JUSTLY INDEBTED
TO THE AGENTS, THE ISSUING BANKS AND THE LENDERS FOR THE PAYMENT OF ALL
OBLIGATIONS (AS DEFINED IN THE CREDIT AGREEMENT) WITHOUT OFFSET, DEFENSE, CAUSE
OF ACTION OR COUNTERCLAIM OF ANY KIND OR NATURE WHATSOEVER AND (B) REAFFIRMS AND
ADMITS THE VALIDITY AND ENFORCEABILITY OF THE CREDIT AGREEMENT AND THE OTHER
FUNDAMENTAL DOCUMENTS AND THE LIENS IN THE COLLATERAL AND THE MORTGAGED REAL
PROPERTY ASSETS WHICH WERE GRANTED PURSUANT TO ANY OF THE FUNDAMENTAL DOCUMENTS
OR OTHERWISE. EACH OF THE CREDIT PARTIES, ON ITS OWN BEHALF AND ON BEHALF OF ITS
SUCCESSORS AND ASSIGNS, HEREBY WAIVES, RELEASES AND DISCHARGES EACH AGENT, EACH
ISSUING BANK, EACH LENDER, EACH SECURED PARTY AND ALL OF THE AFFILIATES OF EACH
AGENT, EACH ISSUING BANK, EACH LENDER AND EACH SECURED PARTY, AND ALL OF THE
DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, SUCCESSORS AND ASSIGNS OF
EACH AGENT, EACH ISSUING BANK, EACH LENDER, EACH SECURED PARTY AND SUCH
AFFILIATES, FROM ANY AND ALL CLAIMS, DEMANDS, ACTIONS OR CAUSES OF ACTION (KNOWN
AND UNKNOWN) ARISING OUT OF OR IN ANY WAY RELATING TO ANY OF THE FUNDAMENTAL
DOCUMENTS AND ANY DOCUMENTS, AGREEMENTS, DEALINGS OR OTHER MATTERS CONNECTED
WITH ANY OF THE FUNDAMENTAL DOCUMENTS, IN EACH CASE TO THE EXTENT ARISING (X) ON
OR PRIOR TO THE AMENDMENT NO. 1 EFFECTIVE DATE OR (Y) OUT OF, OR RELATING TO,
ACTIONS, DEALINGS OR MATTERS OCCURRING ON OR PRIOR TO THE AMENDMENT NO. 1
EFFECTIVE DATE.

         SECTION 6. ACKNOWLEDGEMENT AND CONSENT BY THE GUARANTORS.

                  (A)      EACH OF THE GUARANTORS HEREBY ACKNOWLEDGES THAT IT
HAS READ THIS AMENDMENT AND CONSENTS TO THE TERMS HEREOF AND FURTHER CONFIRMS
AND AGREES THAT ITS GUARANTEE PURSUANT TO THE CREDIT AGREEMENT (OR IN THE CASE
OF OPH, THE OPH GUARANTY AGREEMENT

                                       34

<PAGE>

(AS DEFINED IN SECTION 1(V) ABOVE)) IS, AND SHALL CONTINUE TO BE, IN FULL FORCE
AND EFFECT AND IS HEREBY CONFIRMED AND RATIFIED IN ALL RESPECTS.

                  (B)      EACH OF THE GUARANTORS HEREBY CONFIRMS AND
ACKNOWLEDGES THAT IT IS VALIDLY AND JUSTLY INDEBTED TO THE ADMINISTRATIVE AGENT,
THE ISSUING BANKS AND THE LENDERS FOR THE PAYMENT OF ALL OF THE OBLIGATIONS
WHICH IT HAS GUARANTEED, WITHOUT OFFSET, DEFENSE, CAUSE OF ACTION OR
COUNTERCLAIM OF ANY KIND OR NATURE WHATSOEVER.

                  (C)      EACH OF THE GUARANTORS HEREBY REAFFIRMS AND ADMITS
THE VALIDITY AND ENFORCEABILITY OF THE CREDIT AGREEMENT AND THE FUNDAMENTAL
DOCUMENTS TO WHICH IT IS A PARTY AND THE LIENS IN THE COLLATERAL AND THE
MORTGAGED REAL PROPERTY ASSETS WHICH WERE GRANTED BY IT PURSUANT TO ANY OF THE
FUNDAMENTAL DOCUMENTS OR OTHERWISE.

         SECTION 7. Costs and Expenses. RRI acknowledges and agrees that its
obligations set forth in Section 11.4 of the Credit Agreement include the
preparation, execution and delivery of this Amendment and any other
documentation contemplated hereby or thereby (whether or not this Amendment
becomes effective or the transactions contemplated hereby are consummated),
including, but not limited to, the reasonable fees and disbursements of Clifford
Chance US LLP, counsel to the Administrative Agent.

         SECTION 8. Limited Waiver or Modification; Ratification of Credit
Agreement.

                  (A)      Except to the extent hereby expressly waived or
modified, the Credit Agreement remains in full force and effect and is hereby
ratified and confirmed.

                  (B)      This Amendment shall be limited precisely as written
and shall not be deemed (i) to be a consent granted pursuant to, or a waiver or
modification of, any other term or condition of the Credit Agreement or any of
the instruments or agreements referred to therein or a waiver of any Default or
Event of Default under the Credit Agreement, whether or not known to the Agents,
the Issuing Banks or the Lenders or (ii) to prejudice any right or rights which
the Administrative Agent, the Issuing Banks, the Lenders or any of the other
Secured Parties may now have or have in the future under or in connection with
any Fundamental Document or any of the instruments or agreements referred to in
a Fundamental Document. The Administrative Agent, the other Agents, the Issuing
Banks and the Lenders hereby expressly reserve all of the Administrative
Agent's, the other Agents', the Issuing Banks', the Lenders' or any of the other
Secured Parties' (as applicable) respective rights and remedies under the Credit
Agreement and each of the other Fundamental Documents, as well as under
applicable law. No failure to exercise, delay in exercising or any singular or
partial exercise, by the Administrative Agent, the Agents, any of the Issuing
Banks, any of the Lenders or any of the other Secured Parties, of any right,
power or remedy hereunder or any of the other Fundamental Documents shall
operate as a waiver thereof or in the case of a singular or partial exercise of
a right, power or remedy, preclude any other or further exercise thereof of any
other right, power or remedy, nor shall any of the Fundamental Documents be
construed as a standstill or a forbearance by any of the Agents, the Issuing
Banks, the Lenders or the other Secured Parties of their rights and remedies
thereunder. All remedies of the Administrative Agent, the Agents, the Issuing
Banks, the Lenders or the other Secured Parties are cumulative and are not
exclusive of any other remedies under any other Fundamental Document or provided
by applicable law. Except to the extent hereby modified, the Credit Agreement
shall continue in full force and effect in accordance with the provisions
thereof on the date hereof and the Credit Agreement as heretofore amended or
modified and as

                                       35

<PAGE>

modified by this Amendment are hereby ratified and confirmed. As used in the
Credit Agreement, the terms "Credit Agreement," "this Agreement," "herein,"
"hereafter," "hereto," "hereof," and words of similar import, shall, unless the
context otherwise requires, mean the Credit Agreement as modified by this
Amendment. Reference to the terms "Agreement" or "Credit Agreement" appearing in
the Exhibits or Schedules to the Credit Agreement or in the other Fundamental
Documents shall, unless the context otherwise requires, mean the Credit
Agreement as modified by this Amendment. This Amendment shall be deemed to have
been jointly drafted, and no provision of it shall be interpreted or construed
for, or against, any party hereto because such party purportedly prepared or
requested such provision, any other provision, or this Amendment as a whole.

         SECTION 9. Counterparts. This Amendment may be executed in any number
of counterparts and by the different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed to be an original
and all of which taken together shall constitute but one and the same
instrument. Delivery of an executed signature page to this Amendment by
facsimile shall be as effective as delivery of a manually executed counterpart
of this Amendment.

         SECTION 10. Fundamental Document. This Amendment is a Fundamental
Document pursuant to the Credit Agreement and shall (unless expressly indicated
herein or therein) be construed, administered, and applied, in accordance with
all of the terms and provisions of the Credit Agreement.

         SECTION 11. Severability. Any provision of this Amendment which is
invalid, illegal or unenforceable under the applicable law of any jurisdiction,
shall, as to such jurisdiction, be ineffective to the extent of such invalidity,
illegality or unenforceability without invalidating the remaining provisions
hereof, and any such invalidity, illegality or unenforceability in any
jurisdiction shall not invalidate such provision in any other jurisdiction.

         SECTION 12. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WHICH ARE
APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WHOLLY WITHIN THE STATE OF NEW
YORK.

         SECTION 13. Successors and Assigns. The provisions of this Amendment
shall be binding upon, and inure to the benefit of, the parties hereto and their
respective successors and assigns.

         SECTION 14. Headings. The headings of this Amendment are for the
purposes of reference only and shall not affect the construction of, or be taken
into consideration in interpreting, this Amendment.

              [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

                                       36

<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and the year first above written.

                                BORROWER:

                                RELIANT RESOURCES, INC.

                                By: /s/ William S. Waller, Jr.
                                    --------------------------------------------
                                    Name:  William S. Waller, Jr.
                                    Title: Vice President and Treasurer

                                OTHER CREDIT PARTIES:

                                GUIDESTREET, INC.
                                INSYNC INTERNET SERVICES, INCORPORATED
                                OPD GROUP, INC.
                                OPOS MIDATLANTIC, INC.
                                ORION POWER ATLANTIC, INC.
                                ORION POWER DEVELOPMENT COMPANY, INC.
                                ORION POWER HOLDINGS, INC.
                                ORION POWER MARKETING AND SUPPLY, INC.
                                ORION POWER NEW YORK GP II, INC.
                                ORION POWER OPERATING SERVICES ASTORIA, INC.
                                ORION POWER OPERATING SERVICES CARR STREET, INC.
                                ORION POWER OPERATING SERVICES COLDWATER, INC.
                                ORION POWER OPERATING SERVICES MIDWEST, INC.
                                ORION POWER OPERATING SERVICES, INC.
                                RELIANT ENERGY BROADBAND, INC.
                                RELIANT ENERGY COMMUNICATIONS, INC.
                                RELIANT ENERGY COOLWATER, INC.
                                RELIANT ENERGY DEER PARK, INC.

                                By: /s/ William S. Waller, Jr.
                                    --------------------------------------------
                                    Name:  William S. Waller, Jr.
                                    Title: Vice President and Treasurer
                                           for each of the above-named Credit
                                           Parties

<PAGE>

                                RELIANT ENERGY DEVELOPMENT SERVICES, INC.
                                RELIANT ENERGY ELLWOOD, INC.
                                RELIANT ENERGY ETIWANDA, INC.
                                RELIANT ENERGY EUROPE TRADING & MARKETING, INC.
                                RELIANT ENERGY MANDALAY, INC.
                                RELIANT ENERGY MID-ATLANTIC DEVELOPMENT, INC.
                                RELIANT ENERGY NET VENTURES, INC.
                                RELIANT ENERGY NORTHEAST GENERATION, INC.
                                RELIANT ENERGY NORTHEAST HOLDINGS, INC.
                                RELIANT ENERGY ORMOND BEACH, INC.
                                RELIANT ENERGY POWER GENERATION, INC.
                                RELIANT ENERGY POWER OPERATIONS I, INC.
                                RELIANT ENERGY POWER OPERATIONS II, INC.
                                RELIANT ENERGY RENEWABLES, INC.
                                RELIANT ENERGY SABINE (TEXAS), INC.
                                RELIANT ENERGY SERVICES INTERNATIONAL, INC.
                                RELIANT ENERGY SERVICES, INC.
                                RELIANT ENERGY SHELBY DEVELOPMENT CORP.
                                RELIANT ENERGY SHELBY HOLDING CORP.
                                RELIANT ENERGY SOLUTIONS CALIFORNIA, INC.
                                RELIANT ENERGY TRADING EXCHANGE, INC.
                                RELIANT ENERGY VENTURES, INC.
                                RELIANT ENERGY WHOLESALE SERVICE COMPANY
                                RELIANT RESOURCES INTERNATIONAL SERVICES, INC.
                                RELIANTENERGY.COM, INC.
                                TEXAS STAR ENERGY COMPANY

                                By: /s/ William S. Waller, Jr.
                                    --------------------------------------------
                                    Name:  William S. Waller, Jr.
                                    Title: Vice President and Treasurer
                                           for each of the above-named Credit
                                           Parties

<PAGE>

                                BEAVER RIVER, LLC
                                EDDYSTONE POWER, LLC
                                FREE STATE ELECTRIC, LLC
                                GRANE CREEK, LLC
                                LIBERTY MEMBER, LLC
                                LIBERTY MIDATLANTIC, LLC
                                MIDATLANTIC LIBERTY, LLC
                                REEVES COUNTY LAND
                                ASSOCIATES, LLC RELIANT
                                ENERGY ARROW CANYON, LLC
                                RELIANT ENERGY ATLANTIC, LLC
                                RELIANT ENERGY AURORA DEVELOPMENT, LLC
                                RELIANT ENERGY AURORA HOLDING, LLC
                                RELIANT ENERGY BIGHORN, LLC
                                RELIANT ENERGY CALIFORNIA HOLDINGS, LLC
                                RELIANT ENERGY CHOCTAW COUNTY, LLC
                                RELIANT ENERGY CONSTRUCTION, LLC
                                RELIANT ENERGY CORPORATE SERVICES, LLC
                                RELIANT ENERGY CUSTOMER CARE SERVICES, LLC
                                RELIANT ENERGY DESERT BASIN, LLC
                                RELIANT ENERGY ELECTRIC SOLUTIONS, LLC
                                RELIANT ENERGY EQUIPMENT COMPANY, LLC
                                RELIANT ENERGY ERIE WEST, LLC
                                RELIANT ENERGY FLORIDA HOLDINGS, LLC
                                RELIANT ENERGY FUNDING, LLC
                                RELIANT ENERGY GAS STORAGE, LLC
                                RELIANT ENERGY GILBERT, LLC
                                RELIANT ENERGY HUNTERSTOWN, LLC
                                RELIANT ENERGY INDIAN RIVER, LLC
                                RELIANT ENERGY KEY/CON FUELS, LLC
                                RELIANT ENERGY NEW SMYRNA BEACH, LLC
                                RELIANT ENERGY OSCEOLA, LLC
                                RELIANT ENERGY PARTSCO, LLC
                                RELIANT ENERGY PORTLAND, LLC

                                By: /s/ William S. Waller, Jr.
                                    --------------------------------------------
                                    Name:  William S. Waller, Jr.
                                    Title: Vice President and Treasurer
                                           for each of the above-named Credit
                                           Parties

<PAGE>

                                RELIANT ENERGY RENEWABLES ATASCOCITA GP, LLC
                                RELIANT ENERGY RENEWABLES BAYTOWN GP, LLC
                                RELIANT ENERGY RENEWABLES BLUE BONNET GP, LLC
                                RELIANT ENERGY RENEWABLES COASTAL PLAINS GP, LLC
                                RELIANT ENERGY RENEWABLES CONROE GP, LLC
                                RELIANT ENERGY RENEWABLES FORT WORTH GP, LLC
                                RELIANT ENERGY RENEWABLES SECURITY GP, LLC
                                RELIANT ENERGY RETAIL HOLDINGS, LLC
                                RELIANT ENERGY RETAIL SERVICES, LLC
                                RELIANT ENERGY SERVICES DESERT BASIN, LLC
                                RELIANT ENERGY SERVICES MID-STREAM, LLC
                                RELIANT ENERGY SERVICES NEW MEXICO, LLC
                                RELIANT ENERGY SEWARD, LLC
                                RELIANT ENERGY SIGNAL PEAK, LLC
                                RELIANT ENERGY SOLUTIONS EAST, LLC
                                RELIANT ENERGY SOLUTIONS HOLDINGS, LLC
                                RELIANT ENERGY SOLUTIONS WEST, LLC
                                RELIANT ENERGY SOLUTIONS, LLC
                                RELIANT ENERGY TITUS, LLC
                                RELIANT ENERGY WINTER HAVEN, LLC
                                STAREN POWER, LLC

                                By: /s/ William S. Waller, Jr.
                                    --------------------------------------------
                                    Name:  William S. Waller, Jr.
                                    Title: Vice President and Treasurer
                                           for each of the above-named Credit
                                           Parties

<PAGE>

                                RELIANT ENERGY CAPTRADES HOLDING CORP.
                                RELIANT ENERGY SABINE (DELAWARE), INC.
                                RELIANT ENERGY RENEWABLES HOLDINGS II, LLC

                                By: /s/ Patricia Genzel
                                    --------------------------------------------
                                    Name:  Patricia Genzel
                                    Title: President for each of the above-named
                                           Credit Parties

<PAGE>

                                ORION POWER ATLANTIC LLC

                                By: Orion Power Atlantic, Inc.,
                                    its Managing Member

                                By: /s/ William S. Waller, Jr.
                                    --------------------------------------------
                                    Name:  William S. Waller, Jr.
                                    Title: Vice President and Treasurer

                                ORION POWER ATLANTIC, LTD.

                                By: Orion Power Atlantic LLC,
                                    its General Partner

                                By: /s/ William S. Waller, Jr.
                                    --------------------------------------------
                                    Name:  William S. Waller, Jr.
                                    Title: Vice President and Treasurer

                                RELIANT ENERGY AURORA I, LP
                                RELIANT ENERGY AURORA II, LP

                                By: Reliant Energy Aurora Development, LLC,
                                    each of its General Partner

                                By: /s/ William S. Waller, Jr.
                                    --------------------------------------------
                                    Name:  William S. Waller, Jr.
                                    Title: Vice President and Treasurer

                                RELIANT ENERGY AURORA, LP

                                By: Reliant Energy Aurora I, LP,
                                     its General Partner

                                By: /s/ William S. Waller, Jr.
                                    --------------------------------------------
                                    Name:  William S. Waller, Jr.
                                    Title: Vice President and Treasurer

<PAGE>

                                RELIANT ENERGY RENEWABLES ATASCOCITA, LP

                                By: Reliant Energy Renewables Atascocita GP,
                                    LLC, its General Partner

                                By: /s/ William S. Waller, Jr.
                                    --------------------------------------------
                                    Name:  William S. Waller, Jr.
                                    Title: Vice President and Treasurer

                                RELIANT ENERGY RENEWABLES BAYTOWN, LP

                                By: Reliant Energy Renewables Baytown GP, LLC,
                                    its General Partner

                                By: /s/ William S. Waller, Jr.
                                    --------------------------------------------
                                    Name:  William S. Waller, Jr.
                                    Title: Vice President and Treasurer

                                RELIANT ENERGY RENEWABLES BLUE BONNET, LP

                                By: Reliant Energy Renewables Blue Bonnet GP,
                                    LLC, its General Partner

                                By: /s/ William S. Waller, Jr.
                                    --------------------------------------------
                                    Name:  William S. Waller, Jr.
                                    Title: Vice President and Treasurer

                                RELIANT ENERGY RENEWABLES COASTAL PLAINS, LP

                                By: Reliant Energy Renewables Coastal Plains GP,
                                    LLC, its General Partner

                                By: /s/ William S. Waller, Jr.
                                    --------------------------------------------
                                    Name:  William S. Waller, Jr.
                                    Title: Vice President and Treasurer

<PAGE>

                                RELIANT ENERGY RENEWABLES CONROE, LP

                                By: Reliant Energy Renewables Conroe GP, LLC,
                                    its General Partner

                                By: /s/ William S. Waller, Jr.
                                    --------------------------------------------
                                    Name:  William S. Waller, Jr.
                                    Title: Vice President and Treasurer

                                RELIANT ENERGY RENEWABLES FORT WORTH, LP

                                By: Reliant Energy Renewables Fort Worth GP,
                                    LLC, its General Partner


                                By: /s/ William S. Waller, Jr.
                                    --------------------------------------------
                                    Name:  William S. Waller, Jr.
                                    Title: Vice President and Treasurer

                                RELIANT ENERGY RENEWABLES SECURITY, LP

                                By: Reliant Energy Renewables Security GP, LLC,
                                    its General Partner


                                By: /s/ William S. Waller, Jr.
                                    --------------------------------------------
                                    Name:  William S. Waller, Jr.
                                    Title: Vice President and Treasurer

                                RELIANT ENERGY SHELBY COUNTY II, LP
                                RELIANT ENERGY SHELBY COUNTY, LP

                                By: Reliant Energy Shelby I, LP,
                                    each of its General Partner


                                By: /s/ William S. Waller, Jr.
                                    --------------------------------------------
                                    Name:  William S. Waller, Jr.
                                    Title: Vice President and Treasurer

<PAGE>

                                RELIANT ENERGY SHELBY I, LP
                                RELIANT ENERGY SHELBY II, LP

                                By: Reliant Energy Shelby Development Corp.,
                                    each of its General Partner

                                By: /s/ William S. Waller, Jr.
                                    --------------------------------------------
                                    Name:  William S. Waller, Jr.
                                    Title: Vice President and Treasurer

                                CHOCTAW COUNTY TRUST
                                HUNTERSTOWN TRUST
                                SEWARD TRUST

                                By: Reliant Energy Funding, LLC,
                                    each of its Trustee

                                By: /s/ William S. Waller, Jr.
                                    --------------------------------------------
                                    Name:  William S. Waller, Jr.
                                    Title: Vice President and Treasurer

<PAGE>

                                AGENTS AND LENDERS:

                                BANK OF AMERICA, N.A., individually, as
                                Administrative Agent, as Collateral Agent and as
                                an Issuing Bank

                                By: /s/ E. J. Joost
                                    --------------------------------------------
                                    Name:  E. J. Joost
                                    Title: Managing Director

                                BARCLAYS BANK PLC, individually, as Syndication
                                Agent and as an Issuing Bank

                                By: /s/ Eric Chilton
                                    --------------------------------------------
                                    Name:  Eric Chilton
                                    Title: Managing Director

                                DEUTSCHE BANK AG, NEW YORK BRANCH, individually,
                                as Syndication Agent and as an Issuing Bank

                                By: /s/ Keith C. Braun
                                    --------------------------------------------
                                    Name:  Keith C. Braun
                                    Title: Director

                                By: /s/ Mark B. Cohen
                                    --------------------------------------------
                                    Name:  Mark B. Cohen
                                    Title: Managing Director

                                CITICORP USA, INC., individually and as Tranche
                                A Agent

                                By: ____________________________________________
                                    Name:
                                    Title:

                                CITIBANK, N.A., as Tranche A Collateral Agent

                                By: ____________________________________________
                                    Name:
                                    Title:

<PAGE>

                                ABN AMRO BANK N.V.

                                By: /s/ Steven C. Wimpenny
                                    --------------------------------------------
                                    Name:  Steven C. Wimpenny
                                    Title: Group Senior Vice President

                                By: /s/ William J. Fitzgerald
                                    --------------------------------------------
                                    Name:  William J. Fitzgerald
                                    Title: Group Senior Vice President

                                THE BANK OF NOVA SCOTIA

                                By: /s/ Denis P. O'Meara
                                    --------------------------------------------
                                    Name:  Denis P. O'Meara
                                    Title: Managing Director

                                THE BANK OF TOKYO-MITSUBISHI, LTD.

                                By: ____________________________________________
                                    Name:
                                    Title:

                                BAYERISCHE HYPO- UND VEREINSBANK AG, NEW YORK
                                BRANCH AND/OR GRAND CAYMAN BRANCH

                                By: /s/ William W. Hunter
                                    --------------------------------------------
                                    Name:  William W. Hunter
                                    Title: Director

                                By: /s/ Shannon Batchman
                                    --------------------------------------------
                                    Name:  Shannon Batchman
                                    Title: Director


<PAGE>

                                BAYERISCHE LANDESBANK,
                                Cayman Islands Branch (f/k/a BAYERISCHE
                                LANDESBANK GIROZENTRALE, CAYMAN ISLANDS
                                BRANCH)

                                By: ____________________________________________
                                    Name:
                                    Title:

                                By: ____________________________________________
                                    Name:
                                    Title:


                                BNP PARIBAS

                                By: /s/ Francis Ballard
                                    --------------------------------------------
                                    Name:  Francis Ballard
                                    Title: Director

                                By: /s/ Timothy F. Vincent
                                    --------------------------------------------
                                    Name:  Timothy F. Vincent
                                    Title: Vice President


                                CITIGROUP FINANCIAL PRODUCTS, INC.

                                By: ____________________________________________
                                    Name:
                                    Title:


                                COBANK, ACB

                                By: ____________________________________________
                                    Name:
                                    Title:

<PAGE>

                                COMMERZBANK AG, NEW YORK AND GRAND CAYMAN
                                BRANCHES

                                By: /s/ Harry Yergey
                                    --------------------------------------------
                                    Name:  Harry Yergey
                                    Title: Senior Vice President & Manager

                                By: /s/ Subash Viswanathan
                                    --------------------------------------------
                                    Name:  Subash Viswanathan
                                    Title: Senior Vice President


                                CREDIT SUISSE FIRST BOSTON

                                By: ____________________________________________
                                    Name:
                                    Title:


                                DEXIA CREDIT LOCAL, NEW YORK AGENCY

                                By: ____________________________________________
                                    Name:
                                    Title:

                                By: ____________________________________________
                                    Name:
                                    Title:


                                ING CAPITAL LLC

                                By: /s/ Stephen E. Fischer
                                    --------------------------------------------
                                    Name:  Stephen E. Fischer
                                    Title: Managing Director

                                By: /s/ Clara B. Alvarez
                                    --------------------------------------------
                                    Name:  Clara B. Alvarez
                                    Title: Director

<PAGE>

                                INTESABCI, LOS ANGELES FOREIGN BRANCH

                                By: ____________________________________________
                                    Name:
                                    Title:

                                By: ____________________________________________
                                    Name:
                                    Title:


                                JP MORGAN CHASE BANK, individually and as an
                                Issuing Bank

                                By: /s/ Robert W. Traband
                                    --------------------------------------------
                                    Name:  Robert W. Traband
                                    Title: Vice President


                                MERRILL LYNCH CAPITAL CORPORATION

                                By: /s/ Carol J.E. Feeley
                                    --------------------------------------------
                                    Name:  Carol J.E. Feeley
                                    Title: Vice President
                                           Merrill Lynch Capital Corporation


                                MERRILL LYNCH PIERCE FENNER & SMITH INCORPORATED
                                (d/b/a MERRILL LYNCH & CO.)

                                By: /s/ Kevin Lydon
                                    --------------------------------------------
                                    Name:  Kevin Lydon
                                    Title: Managing Director


                                NATIONAL AUSTRALIA BANK LTD

                                By: /s/ Robert A. Mulderrig
                                    --------------------------------------------
                                    Name:  Robert A. Mulderrig
                                    Title: Head of Asset Structuring


                                ROYAL BANK OF CANADA

                                By: /s/ Rizwan Ahmad
                                    --------------------------------------------
                                    Name:  Rizwan Ahmad
                                    Title: Senior Manager

<PAGE>

                                THE ROYAL BANK OF SCOTLAND PLC

                                By: ____________________________________________
                                    Name:
                                    Title:


                                TORONTO DOMINION (TEXAS), INC.

                                By: /s/ Mark A. Baird
                                    --------------------------------------------
                                    Name:  Mark A. Baird
                                    Title: Vice President


                                THE TORONTO DOMINION BANK

                                By: /s/ Mark A. Baird
                                    --------------------------------------------
                                    Name:  Mark A. Baird
                                    Title: Manager Credit Administration


                                U.S. BANK NATIONAL ASSOCIATION

                                By: ____________________________________________
                                    Name:
                                    Title:


                                WESTDEUTSCHE LANDESBANK GIROZENTRALE, NEW YORK
                                BRANCH, individually and as an Issuing Bank

                                By: ____________________________________________
                                    Name:
                                    Title:

                                By: ____________________________________________
                                    Name:
                                    Title:

<PAGE>

                                                                    SCHEDULE 6.5
                                                                       (REVISED)

                                 ELIGIBLE ASSETS

                                        1

<PAGE>

                                                                    SCHEDULE 8.4
                                                                       (REVISED)

                             LIMITATIONS APPLICABLE
                                     TO THE
                               LIMITED GUARANTORS

                                        1

<PAGE>

                                                                       EXHIBIT C
                                                                       (REVISED)

             [REVISED FORM OF INSTRUMENT OF ASSUMPTION AND JOINDER]

                                   [TO FOLLOW]

                                        1

<PAGE>

                                                                         ANNEX 1

         SECTION 5.18 Texas Genco Option. (a) Funding of Option From Asset
Sales. Prior to the Specified Date, RRI shall be permitted to retain the
following: (X) in an amount up to the TG Basket Amount, Net Cash Proceeds of
sales or other dispositions of Eligible Assets of RRI or any of its Subsidiaries
(including Net Cash Proceeds received in connection with a Recovery Event not
used to repair or replace (or committed to repair or replace) the applicable
property within 12 months after such Recovery Event in accordance with Section
2.11(i) hereof, but less any amounts required to pay for necessary remediation
expenses with respect to a condition affecting the applicable property, to pay
reasonable expenses incurred in connection with the closure of the applicable
property and to pay any costs reasonably incurred in connection with such
Recovery Event), and the Net Cash Proceeds from Excluded Asset Sales that, at
RRI's option, have been deposited into the Purchase Escrow Account, (Y) Net Cash
Proceeds of all issuances of Junior Securities and (Z) Net Cash Proceeds from
the issuance of Indebtedness permitted under Section 6.1(l) hereof, which
proceeds in the case of clause (X), (Y) and/or (Z) have not been used to repay
the Term Loans and Tranche A Loans; provided, however, that all such proceeds
are (A) held in the Purchase Escrow Account and (B) all amounts held in the
Purchase Escrow Account are used first, upon any termination of the Total Senior
Priority Commitment (including any such termination that occurs concurrently
with the consummation of the purchase of the Equity Interests of Texas Genco
contemplated under the Texas Genco Option or in connection with a Permitted TG
Purchase Transaction (as applicable), to repay in full all outstanding Senior
Priority Loans and to cash collateralize Senior Priority L/C Exposure at 105% of
the aggregate face amount thereof (to the extent that RRI has not obtained
acceptable back to back letters of credit for such letters of credit as required
herein) and second, to fund the purchase of Texas Genco; and provided, further,
however, that RRI shall not be permitted to use any funds in the Purchase Escrow
Account to fund the purchase of any equity of Texas Genco if an Event of Default
has occurred and is continuing.

                  (b)      Application of Funds Upon Purchase of Equity of Texas
Genco. Upon the consummation of the purchase of any of the outstanding common
stock of Texas Genco by RRI or any of its Subsidiaries, the Total Senior
Priority Commitment will terminate (if the Total Senior Priority Commitment
shall not have previously been terminated) and amounts held in the Purchase
Escrow Account shall first, be applied to repay in full all outstanding Senior
Priority Loans and to the extent that RRI has not obtained acceptable back to
back letters of credit for any outstanding letter of credit under the Total
Senior Priority Commitment as required by the last sentence of this Section
5.18(b), to cash collateralize Senior Priority L/C Exposure at 105% of the
aggregate face amount thereof, and may second, be used to pay the consideration
for the purchase of the remaining equity of Texas Genco, to pay any control
premium required to be paid in connection therewith and to repay any
indebtedness of Texas Genco required to be repaid in connection with such
purchase. For purposes of clarification, if less than 100% of the equity of
Texas Genco is initially purchased, any amounts remaining in the Purchase Escrow
Account after such initial purchase (and after the application thereof provided
in clause "first" above) shall remain in the Purchase Escrow Account until the
earlier of (i) the date on which 100% of the equity of Texas Genco is purchased
and any required control premium in connection therewith has been paid and (ii)
the Outside Date, unless RRI elects to apply such balance to the repayment of
outstanding Term Loans and Tranche A Loans. Upon the termination of the Total
Senior Priority Commitment and concurrently with the consummation of the
purchase of any of the outstanding common stock of Texas Genco, RRI shall cause
acceptable back to back letters of credit to be issued for any then outstanding
Senior Priority Letters of Credit.

                  (c)      Use of Proceeds of Junior Securities. In connection
with the purchase of Texas Genco with funds on deposit in the Purchase Escrow
Account, RRI shall use such funds in the following order: first, funds
constituting the Net Cash Proceeds from the issuance of Junior Securities;
second, funds constituting the Net Cash Proceeds of asset sales; and third,
funds constituting the Net Cash

                                        1

<PAGE>

Proceeds from the issuance of Indebtedness under Section 6.1(l) hereof. RRI
shall not be permitted to use the proceeds of the Purchase Escrow Account to
purchase any minority interest in Texas Genco until RRI has completed the
acquisition of the Equity Interests of Texas Genco pursuant to the Texas Genco
Option or pursuant to a Permitted TG Purchase Transaction.

                  (d)      Application of Funds Upon Purchase of 100% of Equity
of Texas Genco or Occurrence of Outside Date. If less than 100% of the equity of
Texas Genco is initially purchased, then upon the earlier of (i) the
consummation of the purchase of 100% of the equity of Texas Genco and the
payment of any premium or the repayment of any indebtedness, in each case
required to be paid in connection therewith and (ii) the Outside Date (and
assuming the repayment of the Senior Priority Loans and the providing of back to
back letters of credit in respect of the Senior Priority Letters of Credit
issued under the Total Senior Priority Commitment as provided herein), RRI shall
cause any cash remaining in the Purchase Escrow Account (X) which constitutes
Net Cash Proceeds from the issuance of Indebtedness under Section 6.1(l) hereof
or from any sale or disposition of any of the European Assets or the Desert
Basin generating facility (as described in items 1 and 7, respectively, on
Schedule 6.5 hereto) to be applied (within three (3) Business Days) to repay
outstanding Term Loans and outstanding Tranche A Loans, on a pro rata basis
determined in accordance with the aggregate outstanding principal balance of the
Term Loans and the aggregate outstanding principal balance of the Tranche A
Loans, (Y) which constitutes Net Cash Proceeds from asset sales (other than from
any sale or disposition of any of the European Assets or the Desert Basin
generating facility) be applied to repay outstanding Term Loans and outstanding
Tranche A Loans in accordance with the provisions of Section 2.11(h) hereof
(within three (3) Business Days, provided that any such repayment to be made
with Available Proceeds shall be made as promptly as possible, but in no event
later than three (3) Business Days after the last day for acceptance of the
applicable repayment or payment offer, and (Z) 50% of such cash which
constitutes Net Cash Proceeds from the issuance of Junior Securities to be
applied (within three (3) Business Days) to repay the outstanding Term Loans and
outstanding Tranche A Loans, on a pro rata basis determined in accordance with
the aggregate outstanding principal balance of the Term Loans and the aggregate
outstanding principal balance of the Tranche A Loans and the other 50% shall be
released to RRI for general corporate purposes.

                  (e)      Application of Funds Upon Expiration or Termination
of Option and there is no Permitted TG Purchase Transaction. If the Texas Genco
Option has expired or terminated and by September 15, 2004, neither RRI nor TG
Holdco has executed a definitive agreement with CenterPoint and any of its
Subsidiaries in connection with a Permitted TG Purchase Transaction (and
provided, that CenterPoint and any of its Subsidiaries has not sold or otherwise
disposed of more than twenty percent (20%) of the issued and outstanding common
stock of Texas Genco to a Person other than RRI or one of its Subsidiaries),
then RRI shall cause any cash in the Purchase Escrow Account to be applied as
follows: first, an amount equal to 105% of the Total Senior Priority Commitment
(whether drawn or undrawn) shall be transferred to the Collateral Agent to be
held by the Collateral Agent as cash collateral in a separate, blocked
collateral account with the Collateral Agent (such account being referred to as
the "Specified Collateral Account" and it being understood that cash in the
Purchase Escrow Account constituting Net Cash Proceeds from the issuance of
Junior Securities shall be transferred to the Specified Collateral Account
before using funds constituting Net Cash Proceeds from asset sales or from the
issuance of Indebtedness under Section 6.1(l) hereof), and second, (i) any
remaining cash constituting Net Cash Proceeds from the issuance of Indebtedness
under Section 6.1(l) hereof or from any sale or disposition of any of the
European Assets or the Desert Basin generating facility (as described in items 1
and 7, respectively, on Schedule 6.5 hereto) shall be applied (within three (3)
Business Days) to repay outstanding Term Loans and outstanding Tranche A Loans,
on a pro rata basis determined in accordance with the aggregate outstanding
principal balance of the Term Loans and the aggregate outstanding principal
balance of the Tranche A Loans, (ii) any remaining cash constituting Net Cash
Proceeds from asset sales (other than from any sale or disposition of any of the
European Assets or the Desert Basin

                                        2

<PAGE>

generating facility) shall be applied to repay outstanding Term Loans and
outstanding Tranche A Loans in accordance with the provisions of Section 2.11(h)
hereof (within three (3) Business Days, provided that any such repayment to be
made with Available Proceeds shall be made as promptly as possible, but in no
event later than three (3) Business Days after the last day for acceptance of
the applicable repayment or prepayment offer), (iii) 50% of any such remaining
cash constituting Net Cash Proceeds from the issuance of Junior Securities shall
be applied (within three (3) Business Days) to repay the outstanding Term Loans
and outstanding Tranche A Loans, on a pro rata basis determined in accordance
with the aggregate outstanding principal balance of the Term Loans and the
aggregate outstanding principal balance of the Tranche A Loans and (iv) the
other 50% of such cash constituting Net Cash Proceeds from the issuance of
Junior Securities shall be released to RRI for general corporate purposes. In
the event that CenterPoint or any of its Subsidiaries sells or otherwise
disposes of more than twenty percent (20%) of the issued and outstanding common
stock of Texas Genco to a Person other than RRI or one of its Subsidiaries, then
(1) RRI shall provide written notice to the Agents upon any executive officer of
RRI or any of its Subsidiaries obtaining knowledge thereof and (2) upon receipt
of such notice, any cash in the Purchase Escrow Account shall be applied as
provided in the immediately preceding sentence. Upon the termination of the
Total Senior Priority Commitment in its entirety, the payment in full in cash of
any Senior Priority Loans outstanding, the termination or expiration of all
Senior Priority Letters of Credit, and/or the issuance of acceptable back to
back letters of credit for the entire outstanding Senior Priority L/C Exposure,
(X) in the event that any of the outstanding common stock of Texas Genco has
been purchased by RRI or any of its Subsidiaries (whether pursuant to the Texas
Genco Option or a Permitted TG Purchase Transaction), any cash in the Purchase
Escrow Account shall remain in such account and may be used by RRI to pay the
consideration for the purchase of remaining equity of Texas Genco, to pay any
control premium required to be paid in connection therewith and to repay any
indebtedness of Texas Genco required to be repaid in connection with such
purchase and (Y) in the event the Texas Genco Option has terminated or expired
and there is no Permitted TG Purchase Transaction, any cash in the Specified
Collateral Account being held as cash collateral shall be applied as provided in
clauses (i)-(iv) of the first sentence of this Section 5.18(e).

                  (f)      Funding of Purchase. RRI shall be permitted to fund
and/or finance a portion of the acquisition of Texas Genco in an amount up to
50% of the Enterprise Value of Texas Genco with the following; provided that,
subject to the terms of the last sentence of this Section 5.18(f), any of the
following are incurred, consummated or committed (as applicable) no later than
the consummation of the purchase of any of the outstanding common stock of Texas
Genco by RRI or any of its Subsidiaries pursuant to the Texas Genco Option or a
Permitted TG Purchase Transaction (as applicable): (i) proceeds of purchase
money indebtedness incurred by Texas Genco in which case such purchase money
indebtedness shall be secured by the assets of Texas Genco and its Subsidiaries
and the equity of Texas Genco shall be pledged to the Collateral Trustee as
collateral security for the Obligations, (ii) in the event less than 100% of the
equity of Texas Genco is acquired, proceeds of indebtedness incurred by TG
Holdco in which case (x) such indebtedness shall be secured solely by the Equity
Interests of Texas Genco and not in any assets of Texas Genco and (y) the Equity
Interests of TG Holdco and any shareholder of TG Holdco (other than any third
party not an Affiliate of RRI holding Equity Interests in Texas Genco or TG
Holdco) shall be pledged to the Collateral Trustee as collateral security for
the Obligations, (iii) existing indebtedness of Texas Genco outstanding on the
date of purchase and permitted to remain outstanding (which indebtedness (x) may
be secured by the assets of Texas Genco if RRI causes Texas Genco to incur
purchase money indebtedness as contemplated by clause (i) above or (y) shall be
secured solely by the equity of Texas Genco and shall not be secured by the
assets of Texas Genco or its Subsidiaries if RRI causes TG Holdco to incur
indebtedness as contemplated by clause (ii) above) and (iv) sales or other
dispositions by RRI or TG Holdco of the equity of RRI, TG Holdco, Texas Genco or
the Subsidiaries of Texas Genco, subject to Section 5.18(j) below. The funding
of the purchase of Texas Genco shall be conducted by RRI or TG Holdco on a basis
that is non-recourse to RRI or any of its Subsidiaries (other than Texas Genco
or its Subsidiaries or TG Holdco; provided, that the assets of

                                        3

<PAGE>

Texas Genco and its Subsidiaries may only be subject to a security interest in
respect of indebtedness incurred by Texas Genco in accordance with the
foregoing). In the event that the assets of Texas Genco are not pledged to
secure the indebtedness of Texas Genco as permitted herein, RRI shall cause
Texas Genco to grant a security interest in its assets to the Collateral Trustee
as collateral security for the Secured Obligations unless the definitive loan
document for any Indebtedness incurred by Texas Genco or TG Holdco (as
applicable) as permitted by clause (i) or clause (ii) above, expressly prohibits
the granting of such security interest. In all circumstances, Texas Genco will
not be permitted to grant a security interest in any of its assets without the
simultaneous pledge and delivery of the equity of Texas Genco (other than equity
owned by any third party not an Affiliate of RRI) to the Collateral Trustee as
collateral security for the Obligations. To the extent RRI finances the
acquisition of Texas Genco with any purchase money indebtedness as provided
hereunder, no term loans under such permitted purchase money indebtedness may be
reborrowed once repaid. Any refinancing of such purchase money indebtedness may
not be for a principal amount in excess of the outstanding principal amount and
unfunded commitments of such original purchase money indebtedness on the date of
such refinancing. In addition to any purchase money indebtedness permitted under
this Section 5.18(f), RRI shall be permitted to cause Texas Genco or TG Holdco
to obtain a working capital credit facility (with recourse solely to Texas Genco
or TG Holdco and its assets) in an amount not to exceed fifty million dollars
($50,000,000); provided, that such working capital facility (x) may be secured
by the assets of Texas Genco if RRI causes Texas Genco to incur purchase money
indebtedness as contemplated by clause (i) above or (y) shall be secured solely
by the equity of Texas Genco and shall not be secured by the assets of Texas
Genco or its Subsidiaries if RRI causes TG Holdco to incur indebtedness as
contemplated by clause (ii) above. The foregoing working capital credit facility
shall require an annual clean down of all outstandings (other than letters of
credit and cash posted) thereunder for a period of not less than ten (10)
consecutive calendar days. Notwithstanding the terms of the first proviso
appearing in this Section 5.18(f), RRI shall be able to fund and/or finance the
purchase of minority equity interests of Texas Genco after the consummation of
the purchase of equity interests pursuant to the Texas Genco Option, with
proceeds of Indebtedness described in clauses (i) and/or (ii) of this Section
5.18(f); provided, that in no event, shall the aggregate amount of funding
and/or financing from transactions described in clauses (i) through (iv) of this
Section 5.18(f), at any time, exceed 50% of the applicable Enterprise Value.

                  (g)      Application of Funds in Excess of Term Loan and
Tranche A Loan. To the extent that the amount to be applied to the payment of
Term Loans and Tranche A Loans under this Section 5.18 exceeds the aggregate
amount of Term Loans and Tranche A Loans then outstanding, such excess shall be
applied first, to the mandatory prepayment of the Revolving Credit Loans and
then to cash collateralize Revolver L/C Exposure at 105% of the aggregate face
amount thereof. All mandatory prepayments of the Revolving Loans shall
permanently reduce the Revolving Credit Commitment on a dollar-for-dollar basis.

                  (h)      Cash in Purchase Escrow Account and Specified
Collateral Account. It is understood that any cash in the Purchase Escrow
Account and the Specified Collateral Account shall be Collateral for the
Obligations as provided in the Collateral Trust Agreement, with the Senior
Priority Obligations being secured on a first priority basis.

                  (i)      Limitation on Funds Used to Acquire Texas Genco.
Notwithstanding anything to the contrary contained herein, the only source of
funds used to acquire the equity of Texas Genco shall be (i) funds held in the
Purchase Escrow Account or (ii) proceeds of permitted purchase money
Indebtedness and equity issuances referred to in Section 5.18(f) hereof. Neither
RRI nor any of its Subsidiaries may be permitted to use cash on hand or the
proceeds of any Loan to acquire any equity of Texas Genco.

                                        4

<PAGE>

                  (j)      Rights of Minority Interests. To the extent RRI seeks
to sell equity in Texas Genco or TG Holdco, ensure that the operative agreement
for the Joint Venture to be formed as a result of such sale, contains the terms
and provisions outlined in Schedule 5.18(j) hereof.

                                        5

<PAGE>

                                                                         ANNEX 2

                                    ARTICLE 9

                          PREPAYMENT COLLATERAL ACCOUNT

         SECTION 9.1 Prepayment Collateral Account. There shall be established
with the Collateral Agent or one of its affiliates, an account (the "Prepayment
Collateral Account") in the name of the Collateral Agent, into which (a) any
Borrower may from time to time deposit Dollars pursuant to, and in accordance
with, Section 2.11(o) hereof and (b) 100% of the Net Cash Proceeds received by
RRI or any of its Subsidiaries from the issuance of the initial series of
Secured Notes shall be irrevocably deposited. Except to the extent otherwise
expressly provided in Section 9.2(a) hereof, the Prepayment Collateral Account
shall be under the sole dominion and control of the Collateral Agent.

         SECTION 9.2 Investment of Funds. (a) The Collateral Agent is hereby
authorized and directed to invest and reinvest the funds from time to time
deposited into the Prepayment Collateral Account so long as no Event of Default
has occurred and is continuing, on the instructions of the applicable Borrower
or RRI (as appropriate) (provided that any such instructions given verbally
shall be confirmed promptly in writing) or, if such Borrower or RRI (as
appropriate) shall fail to give such instructions upon delivery of any such
funds, in the sole discretion of the Collateral Agent; provided, that in no
event may any Borrower or RRI give instructions to the Collateral Agent to, or
may the Collateral Agent in its discretion, invest or reinvest funds in the
Prepayment Collateral Account in any Investment other than Cash Equivalents.

                  (b)      Any net income or gain on the investment of funds
from time to time held in the Prepayment Collateral Account shall be for the
account of the Borrowers or RRI (as appropriate) and shall be promptly
reinvested by the Collateral Agent as a part of the Prepayment Collateral
Account; and any net loss on any such investment shall be for the account of the
Borrowers or RRI (as appropriate) and shall be charged against the Prepayment
Collateral Account.

                  (c)      None of the Administrative Agent, the Collateral
Agent, the other Agents, the Lenders or the other Credit Agreement Secured
Parties shall be a trustee for any of the Credit Parties, or shall have any
obligations or responsibilities, or shall be liable for anything done or not
done, in connection with the Prepayment Collateral Account, except as expressly
provided herein and except that the Collateral Agent shall have the obligations
of a secured party under the UCC. None of the Administrative Agent, the
Collateral Agent, the other Agents, the Lenders or the other Credit Agreement
Secured Parties shall have any obligation or responsibility or shall be liable
in any way for any investment decision made in accordance with this Section 9.2
or for any decrease in the value of the investments held in the Prepayment
Collateral Account.

                                        1