EXHBIIT 99.3 EXECUTION COPY PRIORITY CREDIT AND REIMBURSEMENT AGREEMENT among LA PALOMA GENERATING COMPANY, LLC, LA PALOMA GENERATING TRUST LTD., WILMINGTON TRUST COMPANY, in its individual capacity and as Trustee, CITIBANK, N.A., as the Priority...Priority Credit and Reimbursement Agreement • January 16th, 2003 • Pg&e National Energy Group Inc • Electric services • New York
FOURTH WAIVER AND AMENDMENTAmended and Restated Credit Agreement • January 16th, 2003 • Pg&e National Energy Group Inc • Electric services
THIS FOURTH WAIVER AND AMENDMENT (this “Agreement”) dated as of December 23, 2002 is entered into among GenHoldings I, LLC (the “Borrower”), each of the undersigned Banks and Lender Group Agents (collectively with each CP Conduit and Related Bank, the “GenHoldings Lenders”), Citibank, N.A. as Security Agent, JP Morgan Chase Bank as LC Bank, each Hedge Bank (as defined in the Credit Agreement) and Societe Generale, as Administrative Agent (the “Administrative Agent”), and acknowledged and agreed by PG&E National Energy Group, Inc. (“NEG”), each Project Company and each Intermediate Holding Company (as such terms are defined in the Credit Agreement).
EXECUTION COPY SECOND OMNIBUS RESTRUCTURING AGREEMENT among LA PALOMA GENERATING COMPANY, LLC, LA PALOMA GENERATING TRUST LTD., WILMINGTON TRUST COMPANY, in its individual capacity and as trustee, THE LENDERS, THE INVESTORS, THE INTEREST HEDGE...Restructuring Agreement • January 16th, 2003 • Pg&e National Energy Group Inc • Electric services • New York
PRIORITY CREDIT AND REIMBURSEMENT AGREEMENT among LAKE ROAD GENERATING COMPANY, L.P., LAKE ROAD TRUST LTD., WILMINGTON TRUST COMPANY, in its individual capacity and as Trustee, CITIBANK, N.A., as the Priority L/C Issuer, THE SEVERAL PRIORITY LENDERS...Priority Credit and Reimbursement Agreement • January 16th, 2003 • Pg&e National Energy Group Inc • Electric services • New York
PRIORITY CREDIT AND REIMBURSEMENT AGREEMENT, dated as of December 4, 2002 (this "Agreement"), among LAKE ROAD GENERATING COMPANY, L.P., a Delaware limited partnership, as borrower (the "Company"), LAKE ROAD TRUST LTD., a Delaware statutory trust as co-obligor with the Company (the "Owner") acting by and through the Wilmington Trust Company, not in its individual capacity, but solely as Trustee under the Trust Agreement, WILMINGTON TRUST COMPANY, in its individual capacity (in such capacity, the "Trust Company") and as trustee of the Owner (in such capacity, the "Trustee"), the several banks and other financial institutions from time to time parties to this Agreement as lenders of the Priority Loans referred to herein and participants in the Priority L/Cs referred to herein (in such capacity, the "Priority Lenders"), CITIBANK, N.A., a national banking association, as the issuer of the Priority L/Cs referred to herein (in such capacity, the "Priority L/C Issuer"), CITIBANK, N.A., a natio
ContractSecond Omnibus Restructuring Agreement • January 16th, 2003 • Pg&e National Energy Group Inc • Electric services • New York
EXHIBIT 99.4 EXECUTION COPY SECOND OMNIBUS RESTRUCTURING AGREEMENT Among LAKE ROAD GENERATING COMPANY, L.P., LAKE ROAD TRUST LTD., WILMINGTON TRUST COMPANY, in its individual capacity and as trustee, THE LENDERS, THE INTEREST HEDGE PARTIES, CITIBANK, N.A., as Administrative Agent, CITIBANK, N.A., as Security Agent, CITIBANK, N.A., as Working Capital L/C Issuer, SOCIETE GENERALE, as DSR/RCE L/C Issuer, THE PRIORITY LENDERS, CITIBANK, N.A., as Priority Agent, and PG&E NATIONAL ENERGY GROUP, INC. ____________________________ Dated as of December 4, 2002 ____________________________ TABLE OF CONTENTS Page Section 1. Definitions 2 Section 2. Participation Agreement 6 Section 3. Tranche A Loan Agreement 12 Section 4. Tranche B Loan Agreement 13 Section 5. Company Credit and Reimbursement Agreement 14 Section 6. Security Deposit Agreement 16 Section 7. Collateral Agency and Inte
