<PAGE>
                                                                 EXHIBIT 4(g)(2)

                               AMENDMENT AGREEMENT

         This Amendment Agreement dated as of March 23, 1999 ("Amendment") is
among Reliant Energy Resources Corp., a Delaware corporation (formerly known as
NorAm Energy Corp., a Delaware corporation) ("Borrower"), the lenders parties
hereto ("Banks"), The Bank of Nova Scotia, as Issuing Bank, and Citibank, N.A.,
as agent ("Agent") under the Revolving Credit Agreement dated as of March 31,
1998 among the Borrower, the Agent and the Banks ("Agreement"). In consideration
of the mutual covenants contained herein, the Borrower, the Agent and the Banks
agree as set forth herein.

         1.       Amendments to the Agreement. The Agreement is hereby amended
as follows:

                  1.1 Section 1.01. The definitions of Committed Borrowing,
Committed Loans and Loan Documents set forth in Section 1.01 of the Agreement
are hereby amended to read as follows:

         "Committed Borrowing" means (i) a borrowing consisting of a Loan under
Section 2.01(a) in each case of the same Type and having in the case of
Committed LIBOR Rate Loans the same Interest Period, made on the same day by the
Banks, and (ii) each borrowing made under Section 12.02(b) in respect of a
payment made under a Letter of Credit consisting of those Loans deemed made
under Section 12.02(b) in respect of such payment.

         "Committed Loans" means Loans made under Section 2.01(a) or Section
12.02(b).

         "Loan Documents" means this Agreement, any Notes issued hereunder, any
Letters of Credit and any document or instrument executed in connection with the
foregoing.

                  Section 1.01 of the Agreement is hereby further amended by
adding the following new definitions in appropriate alphabetical order:

         "Applicable L/C Usage Rate" means the rate per annum set forth in
Schedule II for the relevant Ratings Level applicable from time to time. The
Applicable L/C Usage Rate shall change when and as the applicable Ratings Level
changes.

         "Applicable L/C Base Rate" means the rate per annum set forth in
Schedule II for the relevant Ratings Level applicable from time to time. The
Applicable L/C Base Rate shall change when and as the applicable Ratings Level
changes.

         "Available Amount" of any Letter of Credit means the maximum amount
available to be drawn under such Letter of Credit (after giving effect to any
step up provision or other mechanism for increases, if any, and assuming
compliance with all conditions to drawing).

         "Issuing Bank" means The Bank of Nova Scotia.

         "L/C Cash Collateral Account" means the cash collateral account to be
established and maintained by the Agent pursuant hereto, over which the Agent
shall have sole dominion and control, upon such terms as may be satisfactory to
the Agent.


                                       1
<PAGE>


         "Letter of Credit" has the meaning specified in Section 12.01.

         "Letter of Credit Liabilities" means the maximum aggregate amount of
all undrawn portions of Letters of Credit (after giving effect to any step up
provision or other mechanism for increases, if any, and assuming compliance with
all conditions to drawing) plus the aggregate amount of all drawings under
Letters of Credit which have not been reimbursed.

         "Letters of Credit Request" has the meaning specified in Section 12.02.

                  1.2 Section 2.01. The first sentence of Section 2.01(a) of the
Agreement is hereby amended (i) by deleting therefrom the parenthetical phrase
"(the "Committed Loans")" and (ii) by replacing clauses (1) and (2) of such
sentence with the following:

         (1 ) the aggregate principal amount of the Swing Loans then outstanding
         plus (2) the aggregate principal amount of all CAF Loans then
         outstanding plus (3) the aggregate Letter of Credit Liabilities at such
         time

         The second proviso to the first sentence of Section 2.01(a) of the
Agreement is hereby amended to read as follows:

                  provided, further, that in no event shall the sum of the
         aggregate Letter of Credit Liabilities plus the aggregate principal
         amount of Committed Loans, Swing Loans and CAF Loans outstanding at any
         time exceed the lesser of (i) $350,000,000 and (ii) the aggregate
         amount of the Commitments at such time.

         The second sentence of Section 2.01(a) of the Agreement is hereby
amended to add the following proviso immediately before the period at the end of
such sentence:

                  ; provided that Committed Borrowings consisting of ABR Loans
         contemplated by Section 12.02(b) need not be in an integral multiple of
         $1,000,000 nor in a minimum amount of $5,000,000.

         The proviso to the first sentence of Section 2.01(b) of the Agreement
is hereby amended to read as follows:

                  provided that no Swing Loan shall be made if, following the
         making of such Swing Loan, the sum of the aggregate Letter of Credit
         Liabilities plus the aggregate principal amount of Committed Loans, CAF
         Loans and Swing Loans would exceed the aggregate amount of the
         Commitments.



                                       2
<PAGE>

                  1.3 Section 3.01. The first sentence of Section 3.01 of the
Agreement is hereby amended to read as follows:

                  From time to time on any Business Day during the period from
         the Effective Date until the Termination Date, Borrower may request CAF
         Loans from the Banks in amounts such that the sum of the aggregate
         Letter of Credit Liabilities plus the aggregate principal amount of
         Committed Loans, Swing Loans and CAF Loans outstanding at any time
         shall not exceed the aggregate amount of the Commitments at such time
         (the "CAF Facility").

                  1.4 Section 3.02. Clause (ii) of the first sentence of Section
3.02(d) is hereby amended to read as follows:

                  (ii) the amount of the Commitments less the sum of (A) the
         aggregate Letter of Credit Liabilities plus (B) the aggregate principal
         amount of Committed Loans, Swing Loans and CAF Loans outstanding at
         such time after giving effect to the application of the proceeds of
         such CAF Borrowing on the borrowing date therefor.

                  1.5 Section 4.02. Section 4.02(c) of the Agreement is hereby
amended to read as follows:

                  (c) Borrower agrees to pay to the Agent for the account of
         each Bank a usage fee at a rate of 1/8% per annum on the sum of (i)
         such Bank's Pro Rata Percentage of the aggregate Letter of Credit
         Liabilities plus (ii) the aggregate outstanding principal amount of all
         Loans owed to such Bank (other than CAF Loans), at all times during
         which the sum of the aggregate Letter of Credit Liabilities plus the
         aggregate outstanding principal amount of all Loans (other than CAF
         Loans) exceeds 50% of the Commitments of the Banks, payable quarterly
         in arrears on the last day of each March, June, September and December
         hereafter, commencing March 31, 1998, and on the Termination Date.

                  1.6 Section 4.03. Clause (b) of the proviso to the first
sentence of Section 4.03(a) of the Agreement is hereby amended to read as
follows:

                  (b) no such termination or reduction shall be permitted if,
         after giving effect thereto and to any prepayments made under Section
         5.05 hereof by Borrower on the effective date thereof, the sum of the
         aggregate Letter of Credit Liabilities plus the aggregate principal
         amount of Loans made to Borrower and then outstanding would exceed the
         Commitments then in effect, and

                  1.7 Section 5.02. Section 5.02(a) of the Agreement is hereby
amended to read as follows:

                  (a) All Committed Loans shall be due and payable on March 31,
         2003 or such earlier date as they may become due pursuant hereto.
         Borrower shall make each payment (including each prepayment) hereunder
         and under the Loans, whether on account of principal, interest, fees,
         commissions or otherwise, without setoff, counterclaim or other
         deduction, not later than 12:00 Noon (New York City time) on the day
         when due, in Dollars to the Agent (other



                                       3
<PAGE>
         than amounts payable directly to the Issuing Bank under Section
         12.04(b)) at its address referred to in Section 11.02 in immediately
         available funds. The Agent will promptly thereafter cause to be
         distributed like funds relating to the payment of principal, interest,
         usage fees under Section 4.02(c), commissions under Section 12.04(a) or
         Facility Fees (to the extent received by the Agent) ratably to the
         Banks for the account of their respective Applicable Lending Offices,
         and like funds relating to the payment of any other amount payable to
         any Bank or the Issuing Bank (to the extent received by the Agent) to
         such Bank for the account of its Applicable Lending Office or the
         Issuing Bank, as the case may be, in each case to be applied in
         accordance with the terms of this Agreement.

                  1.8 Section 5.03. Section 5.03(b) of the Agreement is hereby
amended by adding ", any Letter of Credit" after "any Note" in such Section
5.03(b).

                  1.9 Section 5.04. Section 5.04 of the Agreement is hereby
amended by adding ", Section 12.06" immediately after "this Section 5.04" in the
last sentence thereof.

                  1.10 Section 6.02. The phrase "before and after giving effect
to such Loan and to any other Loans to be made on such date," in paragraph (i)
of Section 6.02 of the Agreement is hereby amended to read as follows:

         before and after giving effect to such Loan and to any other Loans to
         be made and Letters of Credit to be issued, increased or extended on
         such date,

Paragraph (iii) of such Section 6.02 is hereby amended to read as follows:

         (iii) No Default or Event of Default shall have occurred and be
         continuing or would result from such Loan or any other Loan to be made
         or Letter of Credit to be issued, increased or extended on such date.

                  1.11 New Section 6.03. The Agreement is hereby amended by
adding the following new Section 6.03 immediately after Section 6.02 of the
Agreement:

                  SECTION 6.03. Conditions Precedent to Letters of Credit. The
         obligation of the Issuing Bank to issue, increase or extend any Letter
         of Credit (including, without limitation, the initial Letter of Credit)
         shall be subject to the further conditions precedent that (a) on or
         prior to the date of such Letter of Credit, the Issuing Bank shall have
         received from Borrower a Letter of Credit Request in accordance with
         the terms of this Agreement and (b) on the date of issuance, increase
         or extension of such Letter of Credit, the following statements shall
         be true and correct (and each of the giving of any Letter of Credit
         Request, and the issuance, increase or extension of such Letter of
         Credit, shall constitute a representation and warranty by Borrower that
         on the date of such Letter of Credit such statements are true and
         correct):

                  (i) The representations and warranties of Borrower contained
         in Section 7.01 of this Agreement are true and correct in all material
         respects on and as of the date of such Letter of Credit (except for (1)
         those representations or warranties or parts thereof that, by their
         terms, expressly relate solely to a specific date, in which case such
         representations and warranties shall



                                       4
<PAGE>


         be true and correct in all material respects as of such specific date;
         and (2) if at the time of such issuance, increase or extension (I) all
         senior unsecured long-term debt of the Borrower is rated BBB or higher
         by S&P or is rated Baa2 or higher by Moody's, (II) the Borrower is not
         Unrated and (III) either (x) all senior unsecured long-term debt of the
         Borrower is rated BBB+ or higher by S&P and is rated Baa1 or higher by
         Moody's or (y) the Borrower is not on credit watch with negative
         implications with S&P or Moody's (and no similar comment has been made
         by S&P or Moody's regarding a potential downgrade of any of the
         Borrower's debt ratings), the representation and warranty set forth in
         clause (i) of Section 7.01(j)), before and after giving effect to such
         Letter of Credit and to any other Letters of Credit to be issued,
         increased or extended and Loans to be made on such date, as though made
         on and as of such date;

                  (ii) Borrower shall be in compliance with and shall have
         performed all agreements and covenants made by it under this Agreement;
         and

                  (iii) No Default or Event of Default shall have occurred and
         be continuing or would result from the issuance, increase or extension
         of such Letter of Credit or any other Loan to be made or other Letter
         of Credit to be issued, increased or extended on such date.

                  1.12 Section 7.01. Section 7.01 of the Agreement is hereby
amended by adding, immediately after Section 7.01(o) of the Agreement, a new
Section 7.01(p) reading as follows:

                  (p) Year 2000 Compliance. Borrower has (i) initiated a review
and assessment of all areas within its and each of its Subsidiaries' business
and operations (including, without limitation, those affected by service
suppliers, key vendors and significant customers) that could be adversely
affected by the "Year 2000 Problem" (that is, the risk that computer
applications used by Borrower or any of its Subsidiaries (or service suppliers,
key vendors and significant customers) may be unable to recognize and perform
properly date-sensitive functions involving certain dates prior to and any date
after December 31, 1999), (ii) developed a plan and timeline for addressing the
Year 2000 Problem on a timely basis, and (iii) to date, implemented that plan
substantially in accordance with that timetable. Based on the foregoing,
Borrower believes that all computer applications (including, without limitation,
those of its service suppliers, key vendors and significant customers) that are
material to its or any of its Subsidiaries' business and operations are
reasonably expected on a timely basis to be able to perform properly
date-sensitive functions for all dates before and after January 1, 2000 (that
is, be "Yea 2000 ready"), except to the extent that a failure to do so would not
have a Material Adverse Effect.

                  1.13 Section 8.01. The portion of Section 8.01 of the
Agreement set forth prior to Section 8.01(a) of the Agreement is hereby amended
to read as follows:

         Section 8.01. Affirmative Covenants of Borrower. Borrower covenants
that, so long as any Loan remains unpaid or any Letter of Credit Liabilities
exist or other amount is owing by Borrower hereunder or under any other Loan
Documents to which it is a party or any Letter of Credit is outstanding or any
Bank shall have any Commitment or Swing Line Commitment outstanding to Borrower
under this Agreement, Borrower will:

                  1.14 Section 8.02. The portion of Section 8.02 of the
Agreement set forth prior to Section 8.02(a) of the Agreement is hereby amended
to read as follows:



                                       5
<PAGE>


         Section 8.02 Negative Covenants of Borrower. Borrower covenants that,
so long as any Loan remains unpaid or any Letter of Credit Liabilities exist or
other amount is owing by Borrower hereunder or under any other Loan Document to
which it is a party or any Letter of Credit is outstanding or any Bank shall
have any Commitment or Swing Line Commitment outstanding to Borrower under this
Agreement, Borrower will not:

                  1.15 Section 9.01. Section 9.01(a) of the Agreement is hereby
amended to read as follows:

                  (a) Non-Payment of Principal, Interest and Other Amounts.
         Borrower fails to pay, in the manner provided in this Agreement, (i)
         any principal payable by it hereunder when due or (ii) any interest,
         fee, commission or other amount payable by it under any Loan Document
         within five (5) Business Days after its due date; or

                  1.16 Section 9.02. Section 9.02(a)(i) of the Agreement is
hereby amended to read as follows:

                  (i) the obligation of the Issuing Bank to issue, increase or
         extend Letters of Credit, the Commitments, the Swing Line Commitment
         and the CAF Facility shall immediately be canceled; and

         Section 9.02(b)(i) of the Agreement is hereby amended to read as
follows:

                  (i) shall declare that the obligation of the Issuing Bank to
         issue, increase or extend Letters of Credit, the Commitments, the Swing
         Line Commitment and the CAF Facility shall immediately be canceled
         (whereupon the obligation of the Issuing Bank to issue, increase or
         extend Letters of Credit, the Commitments, the Swing Line Commitment
         and the CAF Facility shall be deemed to be immediately canceled);
         and/or

                  1.17 Article IX. Article IX of the Agreement is hereby amended
by adding the following new Section 9.03 immediately after Section 9.02 of the
Agreement:

         SECTION 9.03. Additional Rights in Respect of the Letters of Credit
upon Default. (a) If at any time and for any reason (whether within or beyond
the control of any party to this Agreement) any Event of Default occurs, the
Agent (if it has been instructed to do so by the Majority Banks while such Event
of Default is continuing) shall, irrespective of whether it is taking any of the
actions described in Section 9.02 or otherwise, make demand upon the Borrower
to, and forthwith upon such demand the Borrower will pay to the Agent on behalf
of the Banks in same day funds at the Agent's office designated in such demand,
for deposit in the L/C Cash Collateral Account, an amount equal to the aggregate
Letter of Credit Liabilities. If at any time the Agent determines that any funds
held in the L/C Cash Collateral Account are subject to any right or claim of any
Person other than the Agent and the Banks or that the total amount of such funds
is less than the aggregate Letter of Credit Liabilities, the Borrower will,
forthwith upon demand by the Agent, pay to the Agent, as additional funds to be
deposited and held in the L/C Cash Collateral Account, an amount equal to the
excess of (a) such aggregate Letter of Credit Liabilities over (b) the total
amount of funds, if any, then held in the L/C Cash Collateral Account that the
Agent determines to be free and clear of any such right and claim. At the



                                       6
<PAGE>

Borrower's request, the Agent will deposit any amounts held in the L/C Cash
Collateral Account in an interest bearing account or invest such amounts in
cash equivalent investments satisfactory to the Agent so long as the Agent
maintains a perfected, first priority security interest in such investments.

         (b) The Agent may, at any time while an Event of Default is continuing,
apply funds then held in the L/C Cash Collateral Account to the payment of any
Letter of Credit Liabilities owing to the Issuing Bank as shall have become or
shall become due and payable by the Borrower to the Issuing Bank under this
Agreement in connection with the Letters of Credit.

         (c) At any time when no Event of Default is continuing, the Agent
shall, at the Borrower's request, transfer to the Borrower the balance held in
the L/C Cash Collateral Account.

                  1.18 Section 10.03. The first sentence of Section 10.03 of the
Agreement is hereby amended by adding ", its interest in the Letter of Credit
Liabilities" immediately after the words "the Loans owed to it" in such
sentence.

                  1.19 Section 10.05. Section 10.05 of the Agreement is hereby
amended by adding the following at the end thereof:

                  THE BANKS AGREE TO INDEMNIFY THE ISSUING BANK (TO THE EXTENT
         NOT REIMBURSED BY BORROWER), RATABLY ACCORDING TO THE RESPECTIVE
         PRINCIPAL AMOUNTS OF THE COMMITTED LOANS THEN HELD BY EACH OF THEM (OR
         IF NO COMMITTED LOANS ARE AT THE TIME OUTSTANDING OR IF ANY COMMITTED
         LOANS ARE HELD BY PERSONS WHICH ARE NOT BANKS, RATABLY ACCORDING TO
         EITHER (A) THE RESPECTIVE AMOUNTS OF THEIR COMMITMENTS, OR (B) IF NO
         COMMITMENTS ARE AT THE TIME OUTSTANDING, THE RESPECTIVE AMOUNTS OF THE
         COMMITMENTS IMMEDIATELY PRIOR TO THE TIME THE COMMITMENTS CEASED TO BE
         OUTSTANDING), FROM AND AGAINST ANY AND ALL LIABILITIES, OBLIGATIONS,
         LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES
         AND DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER WHICH MAY BE IMPOSED
         ON, INCURRED BY OR ASSERTED AGAINST THE ISSUING BANK IN ANY WAY
         RELATING TO OR ARISING OUT OF ANY OF THE LETTERS OF CREDIT OR ANY OTHER
         INSTRUMENT OR DOCUMENT FURNISHED PURSUANT THERETO OR IN CONNECTION
         THEREWITH, OR ANY ACTION TAKEN OR OMITTED BY THE ISSUING BANK UNDER ANY
         OF THE LETTERS OF CREDIT OR ANY OTHER INSTRUMENT OR DOCUMENT FURNISHED
         PURSUANT THERETO OR IN CONNECTION THEREWITH, PROVIDED THAT NO BANK
         SHALL BE LIABLE FOR ANY PORTION OF SUCH LIABILITIES, OBLIGATIONS,
         LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES
         OR DISBURSEMENTS RESULTING FROM THE ISSUING BANK'S GROSS NEGLIGENCE OR
         WILLFUL MISCONDUCT, AND PROVIDED FURTHER THAT NO BANK SHALL BE LIABLE
         FOR ANY PORTION OF SUCH LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES,
         PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES OR DISBURSEMENTS
         RESULTING FROM THE FAILURE OF THE BORROWER OR ANY BANK TO MAKE ANY
         PAYMENT OR REMITTANCE PURSUANT TO SECTION 12.02(B) OR SECTION 12.06
         (BUT THIS PROVISIO SHALL NOT RELIEVE ANY BANK FROM ITS OWN
         RESPONSIBILITY TO MAKE ANY PAYMENT OR REMITTANCE REQUIRED OF IT
         PURSUANT TO SECTION 12.02(B) OR SECTION 12.06) WITHOUT LIMITATION OF
         THE FOREGOING, EACH BANK AGREES TO REIMBURSE THE ISSUING BANK PROMPTLY
         UPON DEMAND FOR ITS RATABLE SHARE OF ANY OUT-OF-POCKET EXPENSES
         (INCLUDING COUNSEL FEES) INCURRED BY THE ISSUING BANK IN CONNECTION
         WITH THE ENFORCEMENT (WHETHER THROUGH NEGOTIATIONS, LEGAL PROCEEDINGS
         OR OTHERWISE) OF, OR LEGAL ADVICE IN RESPECT OF RIGHTS OR
         RESPONSIBILITIES UNDER, ANY OF THE LETTERS OF CREDIT OR ANY OTHER
         INSTRUMENT OR DOCUMENT FURNISHED PURSUANT




                                       7
<PAGE>



         THERETO OR IN CONNECTION THEREWITH TO THE EXTENT THAT THE ISSUING BANK
         IS NOT REIMBURSED FOR SUCH EXPENSES BY BORROWER, PROVIDED THAT NO BANK
         SHALL BE LIABLE FOR ANY PORTION OF SUCH EXPENSES RESULTING FROM THE
         ISSUING BANK'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. IN THE EVENT
         THAT THE ISSUING BANK RECEIVES REIMBURSEMENT FOR SUCH EXPENSES FROM
         BORROWER AT ANY TIME SUBSEQUENT TO THE ISSUING BANK'S RECEIPT OF THE
         INDEMNIFICATION REQUIRED BY THE PRECEDING SENTENCE FROM ANY BANK, THE
         ISSUING BANK SHALL PROMPTLY REFUND TO SUCH BANK ITS RATABLE SHARE OF
         SUCH REIMBURSED AMOUNT. THIS INDEMNIFICATION INCLUDES THE ORDINARY
         NEGLIGENCE OF THE BANKS.

                  1.20 Section 11.01. Section 11.01 of the Agreement is hereby
amended (i) by adding ", commission" after "any interest" in clause (i) of the
proviso to the second sentence of Section 11.01; (ii) by deleting the word "or"
immediately before clause (iv) of such proviso; and (iii) by adding the
following immediately before the period at the end of such sentence:

         , or (v) amend, modify or waive any provision pertaining to the Issuing
         Bank or the Letters of Credit or otherwise affect any right or duty of
         the Issuing Bank, without the written consent of the Issuing Bank.

                  1.21 Section 11.05. Section 11.05 of the Agreement is hereby
amended by adding immediately after "(b)" in the first sentence thereof the
following:

         to pay or reimburse the Issuing Bank for all reasonable fees and
         disbursements of counsel incurred in connection with the administration
         of Letters of Credit hereunder, (c)

                  Section 11.05 of the Agreement is further amended (i) by
         changing "(c)" therein to "(d)", (ii) by adding ", THE ISSUING BANK"
         immediately after "THE CO-AGENTS" in such Section 11.05; and (iii) by
         amending the second proviso to the first sentence of such Section 11.05
         to read as follows:

                  PROVIDED FURTHER, THAT IT IS THE INTENTION OF BORROWER TO
         INDEMNIFY THE INDEMNIFIED PARTIES AGAINST THE CONSEQUENCES OF THEIR OWN
         NEGLIGENCE.

                  1.22 Section 11.06. Section 11.06(b) of the Agreement is
hereby amended to read as follows:

         Any Bank may, in the ordinary course of its commercial banking business
and in accordance with applicable law, at any time sell to one or more banks or
other financial institutions (a "Participant") participating interests in any
Loan owing to such Bank, any Note held by such Bank, any Commitment of such
Bank, any interests in Letter of Credit Liabilities held by such Bank or any
other interest of such Bank hereunder and under the other Loan Documents. In the
event of any such sale by a Bank of a participating interest to a Participant,
such Bank's obligations under this Agreement to the other parties to this
Agreement shall remain unchanged, such Bank shall remain solely responsible for
the performance thereof, such Bank shall remain the holder of any such Loan and
any such interests in Letter of Credit Liabilities for all purposes under this
Agreement and the other Loan Documents, Borrower and the Agent shall continue to
deal solely and directly with such Bank in connection with such Bank's rights
and obligations under this Agreement and the other Loan Documents and, except
with




                                       8
<PAGE>



respect to the matters set forth in Section 11.01, the amendment of which
requires the consent of all of the Banks, the participation agreement between
the selling Bank and the Participant may not restrict such Bank's voting rights
hereunder. Borrower agrees that each Participant, to the extent provided in its
participation, shall be entitled to the benefits of Sections 4.05, 4.08, 5.01
and 5.03 with respect to its participation in the Commitments, the Letter of
Credit Liabilities and the Loans outstanding from time to time; provided, that
no Participant shall be entitled to receive any greater amount pursuant to such
Sections than the selling Bank would have been entitled to receive in respect of
the amount of the participation sold by such selling Bank to such Participant
had no such sale occurred. Except as expressly provided in this Section
11.06(b), no Participant shall be a third-party beneficiary of or have any
rights under this Agreement or under any of the other Loan Documents.

         The first proviso to the first sentence of Section 11.06(c) of the
Agreement is hereby amended to read as follows:

         provided, that each such sale shall be of a uniform, and not a varying,
percentage of all rights and obligations under and in respect of the Commitment
of such Bank (including, without limitation, the interests of such Bank in the
Letter of Credit Liabilities);

         Clause (ii) of the second sentence of Section 11.06(c) of the Agreement
is hereby amended to read as follows:

                  (ii) the transferor Bank thereunder shall, to the extent
         provided in such Committed Loan Assignment and Acceptance, be released
         from its obligations under this Agreement (and, in the case of a
         Committed Loan Assignment and Acceptance covering all or the remaining
         portion of a transferor Bank's rights and obligations under this
         Agreement, such transferor Bank shall cease to be a party hereto,
         except that if such transferor Bank is the Issuing Bank, it shall
         remain a party hereto even though its Commitment and Pro Rata
         Percentage are zero).

                  1.23 Section 11.11. Section 11.11(a) of the Agreement is
hereby amended by adding the following at the end thereof:

         EACH LETTER OF CREDIT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS (1993 REVISION),
INTERNATIONAL CHAMBER OF COMMERCE PUBLICATION NO. 500 (THE "UCP") OR, IF
PROVIDED IN SUCH LETTER OF CREDIT, SUCH LATER VERSION IN EFFECT AT THE TIME OF
THE ISSUANCE, INCREASE OR EXTENSION OF SUCH LETTER OF CREDIT. MATTERS NOT
GOVERNED BY THE UCP SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK.

                  1.24 Section 11.12. Section 11.12(a) of the Agreement is
hereby amended by adding ", any Letter of Credit" immediately after the words
"this Agreement" therein.

                  1.25 Section 11.15. The first sentence of Section 11.15 of the
Agreement is hereby amended to read as follows:

                  Notwithstanding anything herein to the contrary, Borrower may
         at any time, for valid business reasons (as determined by it in its
         sole discretion), remove any Bank upon 15 Business




                                       9
<PAGE>



         Days' written notice to such Bank and the Agent (the contents of which
         notice shall be promptly communicated by the Agent to each other Bank),
         such removal to be effective at the expiration of such 15-day notice
         period; provided, however, that (i) no Bank may be removed hereunder at
         a time when a Default or an Event of Default shall have occurred and be
         continuing, (ii) the Issuing Bank shall be removed only on terms
         reasonably satisfactory to the Agent and the Issuing Bank (including,
         without limitation, termination of all outstanding Letters of Credit,
         replacement of the Issuance Bank and the amendment of the Loan
         Documents to the extent necessary to accommodate such removal,
         termination and replacement); and (iii) no Bank may be removed
         hereunder if, after giving effect to such removal, any Bank's Pro Rata
         Percentage of the sum of the aggregate Letter of Credit Liabilities
         plus the aggregate outstanding principal amount of Committed Loans,
         Swing Loans and CAF Loans would exceed such Bank's Commitment.

                  1.26 Article XII. The Agreement is hereby amended by adding
the following new Article XII immediately after Section 11.15 of the Agreement:

                                   ARTICLE XII
                                LETTERS OF CREDIT

         SECTION 12.01. Letters of Credit. The Issuing Bank agrees, on the terms
and conditions hereinafter set forth, to issue, increase or extend letters of
credit payable only in Dollars (each such letter of credit and each letter of
credit referred to on Schedule III being herein referred to as a "Letter of
Credit") for the account of the Borrower from time to time on any Business Day
until the earlier of the Termination Date or March 1, 2003; provided that (i)
the aggregate Letter of Credit Liabilities shall not exceed at any time
outstanding the lesser of (a) $65,000,000 and (b) the aggregate amount of the
Commitments at such time, (ii) no Letter of Credit shall be issued, increased or
extended if the issuance, increase or extension thereof would cause the sum of
the aggregate outstanding principal amount of Committed Loans, Swing Loans and
CAF Loans plus the aggregate Letter of Credit Liabilities to exceed the
Commitments at such time, (iii) no Letter of Credit shall have an expiration
date later than the earlier of one year from the date of issuance, increase or
extension thereof or the scheduled Termination Date, provided that a Letter of
Credit may provide that the expiration date shall be automatically extended for
a period ending not later than the earlier of (x) an additional year from the
expiration date, or any future expiration date, or (y) the scheduled Termination
Date, unless at least 60 days prior to any expiration date the Issuing Bank has
given notice to the beneficiary and the Borrower that it elects not to extend
the Letter of Credit for any such additional period, and (iv) no Letter of
Credit may be used for any purpose that is a purpose for which a Loan is not
permitted to be used under Section 8.02(d). Subject to the limits referred to
above, the Borrower may request the issuance, increase or extension of Letters
of Credit under this Section 12.01, reimburse the Issuing Bank for drawings
thereunder pursuant to Section 12.02(b) and request the issuance, increase or
extension of additional Letters of Credit under this Section 12.01.

         SECTION 12.02. Issuance, Increase or Extension of and Drawings and
Reimbursement under Letters of Credit. (a) Each Letter of Credit shall be
issued, increased or extended upon request, such request to be given not later
than 11:00 A.M. (New York City time) on the second Business Day prior to the
date of the proposed issuance, increase or extension of such Letter of Credit
(or such shorter notice as agreed between the Borrower and the Issuing Bank), by
the Borrower to the Issuing Bank and




                                       10
<PAGE>



the Agent. Each such request for issuance, increase or extension of a Letter of
Credit (a "Letter of Credit Request") shall be writing, by telecopier or tested
telex substantially in the form of Exhibit 12.02A. If the requested form of such
Letter of Credit is in the form of Exhibit 12.02B or is otherwise reasonably
acceptable to the Issuing Bank, the Issuing Bank will, upon fulfillment of the
applicable conditions set forth in Article VI, make such Letter of Credit
available to the Borrower at its office referred to in Section 11.02 or as
otherwise agreed with the Borrower in connection with such issuance, increase or
extension. Promptly after the issuance, increase or extension of each Letter of
Credit hereunder, the Issuing Bank shall provide notice thereof and a copy of
such Letter of Credit to the Agent and each Bank that has requested a copy
thereof.

         (b) Promptly following each payment under any Letter of Credit, the
Issuing Bank will notify the Borrower of the amount of such payment, and the
Borrower may immediately pay to the Issuance Bank the amount of such payment
made under such Letter of Credit. If the Borrower does not pay to the Issuing
Bank the amount of any such payment immediately upon notice in accordance with
the terms of this Agreement, the Issuing Bank shall give the Agent notice that
the Borrower has not so paid, and the Agent shall promptly notify each Bank of
the amount of such payment and such Bank's Pro Rata Percentage thereof. Upon
such notice from the Agent, each Bank (other than the Issuing Bank) shall
promptly remit to the Agent such Bank's Pro Rata Percentage of such amount, and
the Agent shall promptly transfer to the Issuing Bank each such remittance
received by the Agent from each Bank; and each such remittance and the Issuing
Bank's Pro Rata Percentage of such amount shall be deemed for all purposes of
this Agreement to be an ABR Loan made to the Borrower transferred at the
Borrower's request to the Issuing Bank, and all of such Loans deemed made in
respect of a particular payment made under a Letter of Credit shall be deemed
for all purposes of this Agreement to be a Committed Borrowing comprised of such
Loans. If any such remittance is made by any Bank to the Agent after the day on
which the Agent notifies such Bank to make such remittance hereunder, such Bank
shall pay interest to the Issuing Bank on the amount of such remittance for each
day during the period from the day the Agent so notified such Bank to the day on
which such Bank makes such remittance to the Agent at a rate per annum equal to
the daily average Federal Funds Effective Rate during such period. The Agent
will notify the Issuing Bank and the Borrower if any such remittance is not made
by any Bank to the Agent within two Business Days after the Agent notifies such
Bank to make such remittance, and the Borrower will, on or before the third
Business Day after the Agent so notifies such Bank to make such remittance,
unconditionally pay to the Issuing Bank the amount of each such remittance not
made by any Bank together with interest thereon at the lesser of (i) the
Alternate Base Rate and (ii) the Highest Lawful Rate. With respect to each
payment under a Letter of Credit for which the Issuing Bank does not receive
payment from the Borrower as contemplated by the first sentence of this Section
12.02(b), the Borrower hereby unconditionally and irrevocably authorizes,
empowers, and directs the Agent and the Banks to record and otherwise treat the
remittances by the Banks to the Agent contemplated by the foregoing provisions
and the Issuing Bank's Pro Rata Percentage of the amount of such payment as ABR
Loans under a Committed Borrowing requested by the Borrower to reimburse the
Issuing Bank, the proceeds of which have been transferred to the Issuing Bank at
the Borrower's request. The conditions set forth in Sections 6.01 and 6.02 need
not be satisfied as a condition to the Loans deemed made pursuant to this
Section 12.02(b), but if all such conditions (other than any requirement that a
Notice of Borrowing be delivered) have not been met at the time any such Loan is
deemed made, such Loan shall be due, and the Borrower shall pay such Loan, on
the earlier of (i) the Termination Date or (ii) the date that is five (5)
Business Days after the date such Loan is deemed made. Furthermore, if any
Committed Borrowing under this Section 12.02(b) is in an amount less than
$5,000,000, the Loans comprising such




                                       11
<PAGE>



Committed Borrowing shall be due, and the Borrower shall pay such Loans, on the
earlier of (i) the Termination Date or (ii) the date that is five (5) Business
Days after the date such Loans were deemed made.

         (c) If the Borrower has commenced any action or proceeding seeking to
enjoin or preclude the payment or drawing with respect to any Letter of Credit,
and such action or proceeding is not concluded on or prior to the Termination
Date, the Agent may make demand upon the Borrower to, and forthwith upon such
demand the Borrower will, pay to the Agent on behalf of the Banks in same day
funds at the Agent's office designated in such demand, for deposit in the L/C
Cash Collateral Account, an amount equal to the Available Amount of any such
Letter of Credit.

         SECTION 12.03. Obligations of Borrower. The obligations of the Borrower
under this Agreement shall be unconditional and irrevocable, and shall be paid
strictly in accordance with the terms of this Agreement under all circumstances,
including, without limitation, the following circumstances:

                  (i) any lack of validity or enforceability of this Agreement,
any Letter of Credit, any Letter of Credit Request or any other instrument or
document pertaining thereto (collectively, the "L/C Related Documents");

                  (ii) any change in the time, manner or place of payment of, or
in any other term of, all or any of the obligations of the Borrower in respect
of any Letter of Credit or any other amendment or waiver of or any consent to
departure from all or any of the L/C Related Documents;

                  (iii) the existence of any claim, setoff, defense or other
right that the Borrower may have at any time against any beneficiary or any
transferee of a Letter of Credit (or any Persons for whom any such beneficiary
or any such transferee may be acting), the Issuing Bank or any other Person,
whether in connection with this Agreement, the transactions contemplated hereby
or by any of the other L/C Related Documents or any other transaction;

                  (iv) any statement or any other document presented under a
Letter of Credit proving to be forged, fraudulent, invalid or insufficient or
any statement therein being untrue or inaccurate in any respect;

                  (v) payment by the Issuing Bank under any Letter of Credit
against presentation of a draft or certificate that does not comply with the
terms of such Letter of Credit; or

                  (vi) any other circumstance or happening whatsoever, whether
or not similar to any of the foregoing, including, without limitation, any other
circumstance that might otherwise constitute a defense available to, or a
discharge of, the Borrower or a guarantor.

         However, this Section 12.03 shall not limit any right of the Borrower
to make a claim against the Issuing Bank to the extent provided in the last
sentence of Section 12.05.

         SECTION 12.04. Letter of Credit Fees. (a) The Borrower shall pay to the
Agent for the account of each Bank a commission on such Bank's Pro Rata
Percentage of the daily aggregate Available Amount of all Letters of Credit
outstanding from time to time at a rate per annum equal to the




                                       12
<PAGE>



Applicable L/C Base Rate, payable in arrears quarterly on the last day of each
March, June, September and December, commencing March 31, 1999, and on the
Termination Date. Such commission, and any commission pursuant to the next
sentence hereof, shall be calculated by the Agent on the basis of a 360-day year
for the actual days (including the first day but excluding the last day)
occurring in the period for which such commission is payable. Additionally, the
Borrower shall pay to the Agent for the account of each Bank an additional
commission on such Bank's Pro Rata Percentage of the daily aggregate Available
Amount of all Letters of Credit outstanding from time to time at a rate per
annum equal to the Applicable L/C Usage Rate for each day on which the aggregate
Available Amount of all Letters of Credit outstanding exceeds the lesser of (i)
$32,500,000 and (ii) 50% of the aggregate amount of the Commitments on such day,
payable in arrears quarterly on the last day of each March, June, September and
December, commencing March 31, 1999, and on the Termination Date.

         (b) The Borrower shall pay to the Issuing Bank, for its own account,
such amounts and on such dates as may be agreed to in writing by the Borrower
and the Issuing Bank from time to time.

         SECTION 12.05. Protection. Any action, inaction or omission suffered or
taken by the Issuing Bank in connection with any Letter of Credit, if taken in
good faith and in conformity with foreign or U.S. laws or regulations, shall be
binding upon the Borrower and shall not place the Issuing Bank under any
resulting liability to the Borrower. Without limiting the generality of the
foregoing, the Issuing Bank (a) may act in reliance upon any oral, telephonic,
telegraphic, facsimile electronic or written request or notice in good faith
believed to have been authorized by the Borrower, (b) shall not be responsible
for the form, genuineness, identity or authority of any signer, or falsification
or legal effect of documents presented under any Letter of Credit, if such
documents on their face appear to be in order, (c) may accept or pay as
complying with the terms of any Letter of Credit any drafts or other documents
appearing on their face to be signed by or issued to the administrator,
executor, successor or trustee in bankruptcy of, or the receiver of any property
of, or any other Person acting as the representative or in the place of the
beneficiary, (d) may waive inconsequential discrepancies and letter of credit
terms imposed solely for bank convenience or bank protection and (e) shall be
fully protected in acting in accordance with any prevailing banking usage.
Assistance provided by the Issuing Bank in preparing the text of any Letter of
Credit shall not deem the Issuing Bank the drafter of such Letter of Credit and
the Issuing Bank shall not be responsible for the effectiveness or suitability
of such Letter of Credit for the Borrower's commercial purpose. Notwithstanding
anything contained in this Section 12.05 or in Section 12.03, the Issuing Bank
will not be excused from any liability for damage, loss or expense if such
damage, loss or expense is found in a final, non-appealable judgment by a court
of competent jurisdiction to have resulted from the Issuing Bank's gross
negligence or willful misconduct; provided, however, that the Issuing Bank shall
not be liable to the Borrower for any special, exemplary, punitive or
consequential damages relating to any Letter of Credit.

         SECTION 12.06. Participations. Upon the date of the issuance, increase
or extension of a Letter of Credit, the Issuing Bank shall be deemed to have
sold to each other Bank and each other Bank shall have been deemed to have
purchased from the Issuing Bank a ratable participation in the related Letter of
Credit Liabilities equal to such Bank's Pro Rata Percentage at such date and
such sale and purchase shall otherwise be in accordance with the terms of this
Agreement. The Issuing Bank shall promptly notify each such participant Bank by
tested telex or telecopier of each Letter of Credit issued, increased or
extended, the amount of such Bank's participation in such Letter of Credit and
each payment thereunder. Upon the making of any payment under any Letter of
Credit, if the Borrower does




                                       13
<PAGE>
not promptly reimburse the Issuing Bank for such payment and if a Bank does not
make an ABR Loan as contemplated by Section 12.02(b), such Bank shall pay for
the purchase of its participation therein by immediate payment to the Issuing
Bank of same day funds in the amount of its participation in such payment. The
Borrower hereby agrees to each purchase of a participation pursuant to this
Section 12.06. Upon any sale by the Issuing Bank to any other Bank of a
participating interest in any Letter of Credit Liabilities pursuant to this
Section 12.06, the Issuing Bank represents and warrants to such other Bank that
the Issuing Bank is the legal and beneficial owner of such interest being sold
by it, free and clear of any liens, but makes no other representation or
warranty. The Issuing Bank shall have no responsibility or liability to any
other Bank with respect to the Letter of Credit Liabilities or any such
participation, and no Bank shall have any recourse against the Issuing Bank with
respect to the Letter of Credit Liabilities or any such participation sold,
except that the Issuing Bank shall pay to each Bank that purchases a
participation in Letter of Credit Liabilities pursuant to this Section 12.06
such Bank's ratable share of the payments, if any, actually received by the
Issuing Bank on such Letter of Credit Liabilities. If and to the extent that any
Bank shall not have so made the amount required by this Section 12.06 available
to the Issuing Bank, such Bank agrees to pay to the Issuing Bank forthwith on
demand such amount together with interest thereon, for each day during the
period from the date of demand by the Issuing Bank until the date such amount is
paid to the Issuing Bank, at a rate per annum equal to the average daily Federal
Funds Effective Rate during such period.

                  1.27 Exhibit 11.06(c) and Schedule II. Exhibit 11.06(c) and
Schedule II to the Agreement are hereby replaced with Exhibit 11.06(c) and
Schedule II hereto.

                  1.28 Exhibit 11.06(i)(a). Exhibit 11.06(i)(a) to the Agreement
is hereby amended by deleting "Section 2.01 of" from the first and third
paragraphs of such Exhibit.

                  1.29 New Exhibit 12.02 and Schedule III. Exhibit 12.02 and
Schedule III to this Amendment are hereby added to the Agreement as Exhibit
12.02 and Schedule III, respectively, thereto.

         2.       Miscellaneous.

                  2.1 Amendments, etc. No amendment or waiver of any provision
of this Amendment, nor consent to any departure by the Borrower therefrom, shall
in any event be effective in accordance with Section 11.01 of the Agreement.

                  2.2 Governing Law. This Amendment, and the Agreement as
amended hereby, shall be governed by, and construed in accordance with, the laws
of the State of New York.

                  2.3 Preservation. Except as specifically modified by the terms
of this Amendment, all of the terms, provisions, covenants, warranties and
agreements contained in the Agreement (including, without limitation, exhibits
thereto) or any of the other Loan Documents remain in full force and effect.
Terms used herein which are not defined herein and are defined in the Agreement,
as amended hereby, are used herein as defined in the Agreement, as amended
hereby. References to the Agreement in any Notice of Borrowing, Notice of Swing
Loan or other Loan Document shall mean the Agreement as amended hereby.



                                       14
<PAGE>

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

                  2.5 Bank Credit Decision. Each of the Banks and the Issuing
Bank acknowledges that it has, independently and without reliance upon the Agent
or any other Bank, and based on such documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this
Amendment and to agree to the various matters set forth herein. Each of the
Banks and the Issuing Bank also acknowledges that it will, independently and
without reliance upon the Agent or any other Bank, and based on such documents
and information as it shall deem appropriate at the time, continue to make its
own credit decisions in taking or not taking action under the Agreement as
amended hereby.

                  2.6 Representations. The Borrower hereby represents and
warrants to the Agent, the Issuing Bank and each of the Banks that:

         (a)      The representations and warranties contained in Section 7.01
                  of the Agreement are true and correct in all material respects
                  (except for (1) those representations and warranties or parts
                  thereof that, by their terms, expressly relate solely to a
                  specific date, in which case such representations and
                  warranties are true and correct in all material respects as of
                  such specific date; and (2) the representation and warranty
                  set forth in clause (i) of Section 7.01(j)) on and as of the
                  date hereof as though made on and as of the date hereof; and

         (b)      No Default or Event of Default has occurred and is continuing.

                  2.7 Authority, etc. The Borrower hereby represents and
warrants to the Agent and each of the Banks that (a) the Borrower is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware, (b) the execution, delivery and performance of this
Amendment, and the performance of the Agreement as amended hereby, by the
Borrower are within the power of the Borrower, have been duly authorized by all
necessary corporate action, do not contravene (i) the Borrower's certificate of
incorporation or by-laws,(ii) any applicable rule, regulation, order, writ,
injunction or decree, or (iii) law or any contractual restriction binding on or
affecting the Borrower or any Subsidiary, and will not result in or require the
creation or imposition of any Lien prohibited by the Agreement, (c) this
Amendment has been duly executed and delivered by the Borrower, (d) this
Amendment, and the Agreement as amended hereby, constitute legal, valid and
binding obligations of the Borrower enforceable against the Borrower in
accordance with their respective terms, except as such enforceability may be (i)
limited by the effect of any applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws relating to or affecting the enforcement of
creditors' rights generally and (ii) subject to the effect of general principles
of equity (regardless of whether such enforceability is considered in a
proceeding in equity or at law), and (e) no authorization, consent, license or
approval of, or other action by, and no notice to or filing with, any
governmental authority, regulatory body or other Person is required for the due
execution, delivery and performance of this Amendment, for the




                                       15
<PAGE>



performance of the Agreement as amended hereby or for the consummation of the
transactions contemplated hereby or thereby.

                  2.8 Default. Without limiting any other event which may
constitute an Event of Default, in the event any representation or warranty set
forth herein shall be incorrect in any material respect when made, such event
shall constitute an "Event of Default" under the Agreement, as amended hereby.

                  2.9 Effective Date. Following the execution of this Amendment
by the Borrower, the Agent, the Issuing Bank and the Banks, this Amendment will
be effective as of the date first above written.

                  2.10 Name Change. NorAm Energy Corp. changed its name to
"Reliant Energy Resources Corp." on February 2, 1999. All references to the
Borrower or NorAm Energy Corp. in the Agreement, as amended hereby, or any other
Loan Document are hereby amended to refer to Reliant Energy Resources Corp.

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

                                    BORROWER:

                                    RELIANT ENERGY RESOURCES CORP.
                                    (formerly known as NorAm Energy Corp.)


                                    By:        /s/ Marc Kilbride
                                        ----------------------------------------
                                               Marc Kilbride
                                               Treasurer


                                    AGENT:

                                    CITIBANK, N.A., as Agent



                                    By:        /s/ (illegible)
                                        ----------------------------------------
                                               Authorized Officer





                                       16
<PAGE>



                                     ISSUING BANK:

                                     THE BANK OF NOVA SCOTIA



                                     By:       /s/ F.C.H. Ashby
                                         ---------------------------------------
                                               Authorized Officer


                                     BANKS:

                                     CITIBANK, N.A.


                                     By:       /s/ (illegible)
                                        ---------------------------------------
                                               Authorized Officer


                                     BARCLAYS BANK PLC


                                     By:       /s/ Sydney G. Dennis
                                         ---------------------------------------
                                               Authorized Officer


                                     THE FIRST NATIONAL BANK OF CHICAGO


                                     By:       /s/ (illegible)
                                         ---------------------------------------
                                               Authorized Officer


                                     NATIONSBANK, N.A. (SUCCESSOR BY
                                     MERGER TO NATIONSBANK OF TEXAS,
                                     N.A.)


                                     By:       /s/ (illegible)
                                         ---------------------------------------
                                               Authorized Officer





                                       17
<PAGE>



                                     THE BANK OF NEW YORK


                                     By:       /s/ Nathan S. Howard
                                         ---------------------------------------
                                                 Authorized Officer


                                     THE BANK OF TOKYO-MITSUBISHI, LTD.
                                       HOUSTON AGENCY


                                     By:          /s/ (illegible)
                                         ---------------------------------------
                                                 Authorized Officer


                                     THE CHASE MANHATTAN BANK


                                     By:       /s/ Robert W. Matthews
                                         ---------------------------------------
                                                 Authorized Officer


                                     CREDIT SUISSE FIRST BOSTON


                                     By: /s/ J. Scott Karro  /s/ Thomas G. Muoio
                                         ---------------------------------------
                                                 Authorized Officer


                                     DEPOSIT GUARANTY NATIONAL BANK


                                     By:       /s/ Herbert J. Doughty
                                         ---------------------------------------
                                                 Authorized Officer


                                     FLEET NATIONAL BANK


                                     By:       /s/ Stephen Hoffman
                                         ---------------------------------------
                                                 Authorized Officer




                                       18
<PAGE>

                                  TORONTO DOMINION (TEXAS), INC.


                                  By:    /s/ Mark A. Baird
                                     -------------------------------------------
                                           Authorized Officer


                                  UBS AG, NEW YORK BRANCH


                                  By: /s/ Paul R. Morrison  /s/ Andrew N. Taylor
                                     -------------------------------------------
                                           Authorized Officer


                                  THE BANK OF NOVA SCOTIA


                                  By:    /s/ F.C.H. Ashby
                                     -------------------------------------------
                                           Authorized Officer


                                  WESTDEUTSCHE LANDESBANK
                                    GIRONZENTRALE, NEW YORK BRANCH


                                  By:   /s/ Richard R. Newman
                                     -------------------------------------------
                                           Authorized Officer


                                  By:    /s/ Anthony J. Alessandro
                                     -------------------------------------------
                                           Authorized Officer


                                  MELLON BANK, N.A.


                                  By::    /s/ Roger E. Howard
                                     -------------------------------------------
                                           Authorized Officer





                                       19
<PAGE>
                                                                EXHIBIT 11.06(c)


                    COMMITTED LOAN ASSIGNMENT AND ACCEPTANCE


                  COMMITTED LOAN ASSIGNMENT AND ACCEPTANCE (the "Assignment and
Acceptance"), dated as of the date set forth in Item 1 of Schedule I hereto,
among the Transferor Bank set forth in Item 2 of Schedule I hereto (the
"Transferor Bank"), each Purchasing Bank set forth in Item 3 of Schedule I
hereto (each, a "Purchasing Bank"), and Citibank, N.A., as agent for the Banks
under the Credit Agreement described below (in such capacity, the "Agent").

                                   WITNESSETH:

                  WHEREAS, this Assignment and Acceptance is being executed and
delivered in accordance with Section 11.06(c) of the Revolving Credit Agreement,
dated as of March 31, 1998 among Reliant Energy Resources Corp., a Delaware
corporation (formerly known as NorAm Energy Corp.) (the "Borrower"), the
Transferor Bank and the other Banks party thereto, and the Agent (as from time
to time further amended, supplemented or otherwise modified in accordance with
the terms thereof, the "Credit Agreement"; terms defined therein being used
herein as therein defined);

                  WHEREAS, each Purchasing Bank (if it is not already a Bank
party to the Credit Agreement) wishes to become a Bank party to the Credit
Agreement; and

                  WHEREAS, the Transferor Bank is selling and assigning to each
Purchasing Bank, rights, obligations and commitments under the Credit Agreement;

                  NOW, THEREFORE, the parties hereto hereby agree as follows:

                  1. Upon receipt by the Agent of five counterparts of this
Assignment and Acceptance, to each of which is attached a fully completed
Schedule I and Schedule II, and each of which has been executed by the
Transferor Bank, each Purchasing Bank (and any other person required by the
Credit Agreement to execute this Assignment and Acceptance), the Agent will
transmit to the Borrower, the Transferor Bank and each Purchasing Bank a
Transfer Effective Notice, substantially in the form of Schedule III to this
Assignment and Acceptance (a "Transfer Effective Notice"). Such Transfer
Effective Notice shall set forth, inter alia, the date on which the transfer
effected by this Assignment and Acceptance shall become effective (the "Transfer
Effective Date"), which date shall be the fifth Business Day following the date
of such Transfer Effective Notice or such other date as may be specified
therein. From and after the Transfer Effective Date, each Purchasing Bank shall
be a Bank party to the Credit Agreement for all purposes thereof.



<PAGE>


                  2. At or before 12:00 Noon, local time of the Transferor Bank,
on the Transfer Effective Date, each Purchasing Bank shall pay to the Transferor
Bank, in immediately available funds, an amount equal to the purchase price, as
agreed between the Transferor Bank and such Purchasing Bank (the "Purchase
Price"), of the portion being purchased by such Purchasing Bank (such Purchasing
Bank's "Purchased Percentage") of the outstanding Committed Loans, the
outstanding participations purchased by the Transferor Bank pursuant to Section
2.04, 5.04 or 12.06 of the Credit Agreement, the other amounts owing to the
Transferor Bank under the Credit Agreement and the other rights and obligations
under and in respect of the Commitment of the Transferor Bank (including,
without limitation, the interests of the Transferor Bank in the Letter of Credit
Liabilities). Effective upon receipt by the Transferor Bank of the Purchase
Price from a Purchasing Bank, the Transferor Bank hereby irrevocably sells,
assigns and transfers to such Purchasing Bank, without recourse, representation
or warranty, and each Purchasing Bank hereby irrevocably purchases, takes and
assumes from the Transferor Bank, such Purchasing Bank's Purchased Percentage of
the Commitment of the Transferor Bank and of the outstanding Committed Loans,
such outstanding participations, the other amounts owing to the Transferor Bank
under the Credit Agreement and the other rights and obligations under and in
respect of the Commitment of the Transferor Bank (including, without limitation,
the interests of the Transferor Bank in the Letter of Credit liabilities),
together with all instruments, documents and collateral security pertaining
thereto.

                  3. The Transferor Bank has made arrangements with each
Purchasing Bank with respect to (i) the portion, if any, to be paid, and the
date or dates for payment, by the Transferor Bank to such Purchasing Bank of any
fees heretofore received by the Transferor Bank pursuant to the Credit Agreement
prior to the Transfer Effective Date and (ii) the portion, if any, to be paid,
and the date or dates for payment, by such Purchasing Bank to the Transferor
Bank of fees or interest received by such Purchasing Bank pursuant to the Credit
Agreement from and after the Transfer Effective Date.

                  4. (a) All principal payments that would otherwise be payable
from and after the Transfer Effective Date to or for the account of the
Transferor Bank pursuant to the Credit Agreement shall, instead, be payable to
or for the account of the Transferor Bank and the Purchasing Banks, as the case
may be, in accordance with their respective interests as reflected in this
Assignment and Acceptance.

                  (b) All interest, fees and other amounts that would otherwise
accrue for the account of the Transferor Bank from and after the Transfer
Effective Date pursuant to the Credit Agreement shall, instead, accrue for the
account of, and be payable to, the Transferor Bank and the Purchasing Banks, as
the case may be, in accordance with their respective interests as reflected in
this Assignment and Acceptance. In the event that any amount of interest, fees
or other amounts accruing prior to the Transfer Effective Date was included in
the Purchase Price paid by any Purchasing Bank, the Transferor Bank and each
Purchasing Bank will make


                                      -2-
<PAGE>


appropriate arrangements for payment by the Transferor Bank to such Purchasing
Bank of such amount upon receipt thereof from the relevant Borrower.

                  5. Concurrently with the execution and delivery hereof, the
Transferor Bank will provide to each Purchasing Bank (if it is not already a
Bank party to the Credit Agreement) conformed copies of all documents delivered
on the Effective Date in satisfaction of the conditions precedent set forth in
the Credit Agreement.

                  6. Each of the parties to this Assignment and Acceptance
agrees that at any time and from time to time upon the written request of any
other party, it will execute and deliver such further documents and do such
further acts and things as such other party may reasonably request in order to
effect the purposes of this Assignment and Acceptance.

                  7. By executing and delivering this Assignment and Acceptance,
the Transferor Bank and each Purchasing Bank confirm to and agree with each
other and the Agent and the Banks as follows: (i) other than the representation
and warranty that it is the legal and beneficial owner of the interest being
assigned hereby free and clear of any adverse claim, the Transferor Bank makes
no representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with the
Credit Agreement or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Credit Agreement or any other
instrument or document furnished pursuant thereto; (ii) the Transferor Bank
makes no representation or warranty and assumes no responsibility with respect
to the financial condition of the Borrower or the performance or observance by
the Borrower of any of its obligations under the Agreement or any other
instrument or document furnished pursuant hereto; (iii) each Purchasing Bank
confirms that it has received a copy of the Credit Agreement, together with
copies of the financial statements referred to in Section 7.01(m), the financial
statements delivered pursuant to Section 8.01 (a), if any, and such other
documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into this Assignment and Acceptance; (iv) each
Purchasing Bank will, independently and without reliance upon the Agent, the
Transferor Bank or any other Bank and based on such documents and information as
it shall deem appropriate at the time, continue to make its own credit decisions
in taking or not taking action under the Credit Agreement; (v) each Purchasing
Bank appoints and authorizes the Agent to take such action as agent on its
behalf and to exercise such powers under the Agreement as are delegated to the
Agent by the terms thereof, together with such powers as are reasonably
incidental thereto, all in accordance with Article X of the Credit Agreement;
and (vi) each Purchasing Bank agrees that it will perform in accordance with
their terms all of the obligations which by the terms of the Credit Agreement
are required to be performed by it as a Bank.

                  8. Each party hereto represents and warrants to and agrees
with the Agent that it is aware of and will comply with the provisions of
Sections 11.06(g) and 11.06(h) of the Credit Agreement.


                                      -3-
<PAGE>


                  9. Schedule II hereto sets forth the revised Commitments and
Pro Rata Percentages of the Transferor Bank and each Purchasing Bank as well as
administrative information with respect to each Purchasing Bank.

                  10. THIS ASSIGNMENT AND ACCEPTANCE SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

                  IN WITNESS WHEREOF, the parties hereto have caused this
Assignment and Acceptance to be executed by their respective duly authorized
officers or agents on Schedule I hereto as of the date set forth in Item 1 of
Schedule I hereto.


                                      -4-
<PAGE>


                                                                   SCHEDULE I TO
                                        COMMITTED LOAN ASSIGNMENT AND ACCEPTANCE


                            COMPLETION OF INFORMATION
                            SIGNATURES FOR ASSIGNMENT
                                 AND ACCEPTANCE

         Re:      Revolving Credit Agreement, dated as of March 31, 1998, with
                  Reliant Energy Resources Corp. (formerly known as NorAm Energy
                  Corp.)

<TABLE>
<S>               <C>                          <C>
Item I            (Date of Assignment
                  and Acceptance):             [Insert date of Assignment and Acceptance]

Item 2            (Transferor Bank):           [Insert name of Transferor Bank]

Item 3            (Purchasing Bank[s]):        [Insert name[s] of Purchasing Bank[s]]

Item 4            (Signatures of Parties to
                  Assignment and
                  Acceptance):
</TABLE>

                                                                       , as
                                 Transferor Bank

                                 By
                                    -----------------------------------------
                                        Title:
                                              -------------------------------


                                                                       , as a
                                 Purchasing Bank

                                 By
                                    -----------------------------------------
                                        Title:
                                              -------------------------------


                                                                       , as a
                                 Purchasing Bank

                                 By
                                    -----------------------------------------
                                        Title:
                                              -------------------------------




<PAGE>




CONSENTED TO AND ACKNOWLEDGED:

CITIBANK, N.A., as Agent


By
  ------------------------------------------
     Title:
           ---------------------------------


RELIANT ENERGY RESOURCES CORP.


By
  ------------------------------------------
     Title:
           ---------------------------------


[Consents required only to the
extent specified in the Credit
Agreement]



ACCEPTED FOR RECORDATION IN REGISTER:



CITIBANK, N.A., as Agent



By
  ------------------------------------------
     Title:
           ---------------------------------


                                      -2-
<PAGE>


                                                                  SCHEDULE II TO
                                        COMMITTED LOAN ASSIGNMENT AND ACCEPTANCE


                       LIST OF LENDING OFFICES, ADDRESSES
                       FOR NOTICES AND COMMITMENT AMOUNTS



[Name of Transferor Bank]        Revised Commitment:                    $__

                                 Revised Pro Rata Percentage:           $__

[Name of Purchasing Bank]        New Commitment:                        $__

                                 New Pro Rata Percentage:               $__



Address for Notices:

[Address]
Attention:
          --------------------------
Telex:
      ------------------------------
Answerback:
           -------------------------
Telephone:
          --------------------------
Telecopier:
           -------------------------

LIBOR Lending Office:

------------------------------------

------------------------------------

------------------------------------

Domestic Lending Office:

------------------------------------

------------------------------------

------------------------------------





<PAGE>


                                                                 SCHEDULE III TO
                                        COMMITTED LOAN ASSIGNMENT AND ACCEPTANCE


                       [Form of Transfer Effective Notice]



To:    Reliant Energy Resources Corp. [Transferor Bank and each Purchasing Bank]



                  The undersigned, as Agent [delegate of the Agent performing
administrative functions of the Agent] under the Revolving Credit Agreement,
dated as of March 31, 1998, among Reliant Energy Resources Corp. (formerly known
as NorAm Energy Corp.), the Banks parties thereto and Citibank, N.A., as Agent,
acknowledges receipt of five executed counterparts of a completed Assignment and
Acceptance, as described in Schedule I hereto. [Note: attach copy of Schedule I
from Assignment and Acceptance.] Terms defined in such Assignment and Acceptance
are used herein as therein defined.

                  A. Pursuant to such Assignment and Acceptance, you are advised
that the Transfer Effective Date will be ___________________.

                  B. Pursuant to such Assignment and Acceptance, each Purchasing
Bank is required to pay its Purchase Price to the Transferor Bank at or before
12:00 Noon on the Transfer Effective Date in immediately available funds.

                                      Very truly yours,

                                      CITIBANK, N.A., as Agent


                                      By
                                        ----------------------------------------
                                                Title:
                                                      --------------------------


<PAGE>
                                                                  Exhibit 12.02A

                          LETTER OF CREDIT APPLICATION

         This Letter of Credit Application, dated as of
__________________________, ____, sets forth the request of the undersigned to
The Bank of Nova Scotia (the "Issuing Bank") to [issue/increase/extend] for the
account party identified below its irrevocable Letter of Credit pursuant to that
certain Revolving Credit Agreement dated as of March 31, 1998 among Reliant
Energy Resources Corp. (formerly known as NorAm Energy Corp.) ("Company"),
Citibank, N.A., as agent, the financial institutions party thereto and the
Issuing Bank (the "Credit Agreement"), the provisions of which Credit Agreement
are incorporated herein by reference. Capitalized terms used but not otherwise
defined in this Letter of Credit Application have the same meanings as in the
Credit Agreement.

         [The Company hereby requests that the Issuing Bank issue a Letter of
Credit in an amount equal to the Stated Amount set forth below for the benefit
of the beneficiary identified below.

         The terms for the requested Letter of Credit are as follows:

1.       Beneficiary is _____________________________________.

2.       Account party is the Company or the Company on behalf of the applicable
         subsidiary, if any, identified below:

                  -----------------------------------

3.       Stated amount is ____________________________.

4.       Requested date of issuance is _____________________________. (The
         Issuing Bank is not required to issue a Letter of Credit until all
         requirements of the Credit Agreement are satisfied in full or waived in
         writing as provided in the Credit Agreement.)

5.       Stated termination date is ___________________________.

6.       Purpose of Letter of Credit is ______________________________________.

7.       Requirements for drawing: delivery of a certificate stating that
         ____________________.

8.       Letter of Credit is/is not transferable.

9.       Aggregate stated amount of Letters of Credit previously issued and
         outstanding under the Credit Agreement is $____________________.
         (Aggregate Letter of Credit Liabilities, including stated amount of
         requested Letter of Credit, may not exceed $65,000,000.)]*









-------------------
*  Include for issuance of Letter of Credit



<PAGE>


         [The Company hereby requests that the Issuing Bank [increase/extend]
Irrevocable Letter of Credit No. _____ dated ___________ issued by the Issuing
Bank pursuant to the Credit Agreement as follows:

                         [Describe increase/extension]**

         By each of the delivery of this Letter of Credit Application and the
acceptance of the [issuance/increase/extension] of the Letter of Credit referred
to above, the Company shall be deemed to have represented and warranted that the
conditions to such [issuance/increase/extension] applicable to the undersigned
and specified in Article VI of the Credit Agreement have been satisfied with
respect to the [issuance/increase/extension] requested hereby (including,
without limitation, the requirement that after the [issuance/increase/extension]
requested hereby, the sum of the aggregate Letter of Credit Liabilities and the
aggregate outstanding principal amount of Committed Loans, Swing Loans and CAF
Loans will not exceed the aggregate amount of the Commitments).

         IN WITNESS WHEREOF, the undersigned has caused this Letter of Credit
Application to be duly executed and delivered to the Issuing Bank by its officer
thereunto duly authorized as of the date first set forth above.

                                      RELIANT ENERGY RESOURCES CORP.



                                      By:
                                         ---------------------------------------
                                      Name:
                                           -------------------------------------
                                      Title:
                                            ------------------------------------





----------------------
** Include for increase or extension of Letter of Credit.


                                      -2-
<PAGE>
                                                                  Exhibit 12.02B

                IRREVOCABLE LETTER OF CREDIT NO. _______________



[beneficiary]
__________________________

__________________________

Attention: _______________

Dear Sirs:

At the request and on the instructions of our customers, Reliant Energy
Resources Corp. (the "Company"), we hereby establish in your favor this
Irrevocable Letter of Credit in the amount of $_______________ (hereinafter, as
reduced from time to time in accordance with the provisions hereof, the "Stated
Amount"), effective immediately and expiring on ________________, _____ [unless
terminated earlier in accordance with the provisions hereof] [;provided,
however, that the date on which this Letter of Credit shall expire shall be
automatically extended and this Letter of Credit shall be deemed automatically
renewed without modification for one year from the stated or extended expiration
date hereof [(or until [insert date not later than scheduled Termination Date],
if earlier)] unless not less than 60 days prior to such stated or extended
expiration date we notify you at the address set forth above [or your transferee
at the address set forth in a signed completed request for transfer, as the case
may be,] by registered or certified mail, of our election not to extend this
Letter of Credit for any such additional period.] All drawings under this Letter
of Credit will be paid with our own funds.

Funds under this Letter of Credit will be made available to you against receipt
by us of the following items, in each case accompanied by a photocopy (in the
case of partial drawings) or the original (in the case of drawings of the full
amount available to be drawn) of this Letter of Credit: receipt by us of your
written certificate in the form of Appendix A attached hereto appropriately
completed and signed by an Authorized Officer [and of ___________________].
Presentation of such certificate(s) shall be made at our office located at 600
Peachtree Street, Suite 2700, Atlanta, Georgia 30308, Attention: F.C.H. Ashby,
or at any office in the City and State of New York which may be designated by us
by written notice delivered to you.

If a drawing is made by you hereunder at or prior to 11:00 a.m., New York time,
on a business day, and provided that such drawing and the documents and other
items presented in connection therewith conform to the terms and conditions
hereof, payment shall be made to you, or to your designee, of the amount
specified, in immediately available funds, not later than 3:00 p.m., New York
time, on the third business day thereafter or not later than 12:00 noon, New
York time, on such later business day as you may specify. If a demand for
payment made by you hereunder does not, in any instance, conform to the terms
and conditions of this Letter of Credit, we shall give you prompt notice that
the demand for payment was not effected in accordance with the terms and
conditions of this Letter of Credit, stating the reasons therefor and that we
will upon your instructions hold any documents at your disposal or return the
same to you. Upon being notified that demand for payment was not effected in
conformity with the Letter of Credit, you may attempt to correct any such
non-conforming demand for payment to the extent that you are entitled to do so.

Demands for payment hereunder honored by us shall not, in the aggregate, exceed
the Stated Amount. Each drawing honored by the Bank hereunder shall pro tanto
reduce the Stated Amount, it being understood that after the effectiveness of
any such reduction you shall no longer have any right to make a drawing
hereunder in respect of the amount causing or corresponding to such reduction.



<PAGE>


[If Letter of Credit is transferable, set forth appropriate transfer
provisions.]

Only you [or your transferee] may make a drawing under this Letter of Credit.
Upon the payment to you, to your designee or to your account of the amount
demanded hereunder, we shall be fully discharged on our obligation under this
Letter of Credit with respect to such demand for payment and we shall not
thereafter be obligated to make any further payments under this Letter of Credit
in respect of such demand for payment to you. By paying to you an amount
demanded in accordance herewith, we make no representation as to the correctness
of the amount demanded.

Upon the earlier of (i) the making by you of the final drawing available to be
made hereunder, or (ii) [if we have notified you [or your transferee] of our
election not to extend this Letter of Credit on the stated or extended
expiration date,] the stated or extended expiration date hereof, this Letter of
Credit shall automatically terminate and be delivered to us for cancellation.

Communications with respect to this Letter of Credit shall be in writing and
shall be addressed to us at 600 Peachtree Street, Suite 2700, Atlanta, Georgia
30308, Attention: Mr. F.C.H. Ashby, specifically referring thereon to this
Letter of Credit by number, with a copy to The Bank of Nova Scotia, 1100
Louisiana, Suite 3000, Houston, Texas 77002, Attention: Mr. Mark Ammerman.

As used herein (a) "Authorized Officer" shall mean [any one of your Vice
Presidents or Assistant Vice Presidents]; and (b) "business day" shall mean any
day on which we are open for the purpose of conducting a commercial banking
business.

This Letter of Credit sets forth in full our undertaking and such undertaking
shall not in any way be modified, amended, amplified or limited by reference to
any document, instrument or agreement referred to herein except only the
certificate(s) referred to herein; and any such reference shall not be deemed to
incorporate herein by reference any document, instrument or agreement except for
such certificate(s).

This credit is subject to the Uniform Customs and Practice for Documentary
Credits (1993 Revision), International Chamber of Commerce Publication No. 500
(the "Uniform Customs"). This Letter of Credit shall be deemed to be a contract
made under the laws of the State of New York and shall, as to matters not
governed by the Uniform Customs, be governed by and construed in accordance with
the laws of said State.

                                     Very truly yours,

                                     THE BANK OF NOVA SCOTIA


                                     ----------------------------------------
                                     Assistant Agent


                                     ----------------------------------------
                                     Assistant Agent


                                      -2-
<PAGE>
                                                                      APPENDIX A

                             CERTIFICATE OF DRAWING

                                                                          (Date]



The Bank of Nova Scotia
600 Peachtree Street, Suite 2700
Atlanta, Georgia 30308

Attention: Mr. F.C.H. Ashby

Re:      Irrevocable Letter of Credit No. _______________

         The undersigned, a duly authorized officer of [_______________________]
(the "Beneficiary"), hereby certifies to The Bank of Nova Scotia (the "Bank")
that

                  1. The Beneficiary is making a drawing under the
         above-referenced Letter of Credit in the amount of $___________ with
         respect to payment of [____________].

                  2. The amount demanded hereby does not exceed the amount
         available on the date hereof to be drawn under the above-referenced
         Letter of Credit in respect of [_____________________].

                  3. [__________________________________________________
         ______________________________________________________________________
         ____________________________________________].

         IN WITNESS WHEREOF, the Beneficiary has executed and delivered this
Certificate as of the ____ day of ____________________, 199__.

                                   [__________________________________________]


                                   By:
                                      -----------------------------------------
                                   Name:
                                        ---------------------------------------
                                   Title:
                                         --------------------------------------


cc:      The Bank of Nova Scotia
         1100 Louisiana, Suite 3000
         Houston, Texas  77002
         Attention: Mr. Mark Ammerman



<PAGE>


                                   SCHEDULE II
                                  PRICING GRID
                           (In Basis Points Per Annum)

<TABLE>
<CAPTION>
                    RATINGS OF THE SENIOR                        APPLICABLE
                 UNSECURED LONG-TERM DEBT OF    APPLICABLE      FACILITY FEE     APPLICABLE L/C    APPLICABLE L/C
RATINGS LEVEL          THE BORROWER***            MARGIN            RATE           BASE RATE         USAGE RATE
--------------------------------------------------------------------------------------------------------------------
<S>             <C>                            <C>              <C>               <C>                <C>
Level I         AA- or Aa3 or higher               15.0             7.0               31.0               2.5
--------------------------------------------------------------------------------------------------------------------
Level II        A+/A/A- or A1/A2/A3                17.0             9.0               31.0               2.5
--------------------------------------------------------------------------------------------------------------------
Level III       BBB+ or Baa1                       19.0             11.0              51.5               7.5
--------------------------------------------------------------------------------------------------------------------
Level IV        BBB or Baa2                        23.5             13.0              51.5               7.5
--------------------------------------------------------------------------------------------------------------------
Level V         BBB- or Baa3                       28.5             15.0              51.5               7.5
--------------------------------------------------------------------------------------------------------------------
Level VI        BB+/BB/BB- or Ba1 Ba2/Ba3          50.0             20.0             105.0              25.0
--------------------------------------------------------------------------------------------------------------------
Level VII       Either of the following           100.0             50.0             105.0              25.0
                circumstances apply: (i) the
                senior unsecured long-term
                debt of the Borrower is not
                rated by S&P and is not
                rated by Moody's, or (ii)
                none of Ratings Levels I
                through VI is applicable.
--------------------------------------------------------------------------------------------------------------------
</TABLE>

-------------
*** The higher of the Moody's and S&P ratings shall apply.
<PAGE>


                                  SCHEDULE III
                           Existing Letters of Credit

<TABLE>
<CAPTION>
           Issuer                      Beneficiary                  Expiry              Amount            Number
           ------                      -----------                  ------              ------            ------
<S>                            <C>                           <C>                      <C>             <C>
The Bank of Nova Scotia        California Independent        November 30, 1999        $5,300,000      S005/43695/98
                               System Operator Corporation

The Bank of Nova Scotia        Exxon Company USA             November 30, 1999        $  650,000         S140269

The Bank of Nova Scotia        The Continental Insurance     November 30, 1999        $3,096,595         A152448
                               Company

The Bank of Nova Scotia        Prudential Power Funding      November 30, 1999        $  635,125         A152450
                               Associates

The Bank of Nova Scotia        The California Power          October 8, 1999          $1,000,000      S315/43695/98
                               Exchange Corporation

The Bank of Nova Scotia        Enron Capital & Trade         March 15, 2000           $4,500,000      S329/43695/98
                               Resources


</TABLE>