EXECUTION COPY] As of March 21, 2003 GenHoldings I, LLC 7500 Old Georgetown Road, 13th Floor Bethesda, Maryland 20814 Attention: General Counsel Re: Waiver Letter (this “Waiver Letter”) Gentlemen:Waiver Letter • April 2nd, 2003 • Pg&e Corp • Electric & other services combined
Reference is made to (i) that certain Amended and Restated Credit Agreement dated as of March 15, 2002 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among GenHoldings I, LLC (the “Borrower”), the financial institutions from time to time party thereto (including, without limitation, the Banks, the Lender Groups, the CP Conduits, the Related Banks and the Lender Group Agents, which are collectively referred to as the “GenHoldings Lenders”) and Societe Generale as administrative agent (the “Administrative Agent”), (ii) that certain Fourth Waiver and Amendment dated as of December 23, 2002 (as amended, supplemented or otherwise modified from time to time, the “Fourth Waiver”) among the Borrower, the GenHoldings Lenders and the Administrative Agent and (iii) those certain letters from Fossil Power on behalf of The Shaw Group, Inc. to Societe Generale dated March 16, 2003 (the “Shaw Termination Letters”) terminating the EPC Contracts with Covert
