0000950133-02-003532 Sample Contracts

SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • October 28th, 2002 • Pg&e National Energy Group Inc • Electric services • New York

SECOND AMENDMENT (this “Second Amendment”), dated as of October 18, 2002, to the Amended and Restated Credit Agreement, dated as of August 22, 2001 (as heretofore amended, the “Credit Agreement”), among PG&E NATIONAL ENERGY GROUP, INC. (the “Borrower”), JPMORGAN CHASE BANK (formerly known as The Chase Manhattan Bank), as Issuing Bank (in such capacity, the “Issuing Bank”), the several lenders from time to time parties thereto (the “Lenders”), the Documentation Agents thereunder, the Syndication Agents thereunder, and JPMORGAN CHASE BANK, as Administrative Agent (in such capacity, the “Administrative Agent”).

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