Working Capital Intercompany Note

WORKING CAPITAL INTERCOMPANY NOTE


$50,000,000 February 22, 2000


FOR VALUE RECEIVED, ARTHUR KILL POWER LLC, ASTORIA GAS TURBINE POWER LLC, CONNECTICUT JET POWER LLC, DEVON POWER LLC, DUNKIRK POWER LLC, HUNTLEY POWER LLC, MIDDLETOWN POWER LLC, MONTVILLE POWER LLC, NORWALK POWER LLC, OSWEGO POWER LLC and SOMERSET POWER LLC, each a Delaware limited liability company (each a "Borrower" and, collectively, the "Borrowers") hereby jointly and severally promise to pay to the order of NRG NORTHEAST GENERATING LLC, a Delaware limited liability company, its successors and assigns( the "Lender"), on demand in lawful money of the United States in immediately available funds, at the office of the Lender located at 1221 Nicollet Mall, Suite 700, Minneapolis, Minnesota 55403, the principal sum of FIFTY MILLION DOLLARS($50,000,000) or, if less, the aggregate unpaid principal amount of any moneys borrowed by the Lender for the working capital needs of any of the Borrowers pursuant to the Working Capital Agreement (as such term is defined below). The Lender shall record all such borrowings and the principal sum due under this Note shall be increased accordingly.


Each Borrower also promises to pay interest on the unpaid principal amount hereof in like money at said office from the date hereof until paid at the rates and at times provided in the Working Capital Agreement.


This Note is the Working Capital Intercompany Note referred to in the Working Capital Agreement, dated February 22,2000, among the Lender (as the borrower thereunder), the Borrowers (as guarantors thereunder), the lenders party thereto, The Chase Manhattan Bank, as administrative agent and Citibank,N.A., as administrative agent and paying agent (the "Working Capital Agreement").


The Borrowers, or any one of them, may voluntarily prepay this Note, in whole or in part, and shall be considered to have reborrowed amounts prepaid hereunder to the extent the Lender reborrows prepaid amounts under the Working Capital Agreement for the working capital needs of any of the Borrowers. The Lender shall record all such prepayments and reborrowings of principal, and the principal sum due under this Note shall be reduced or increased, as the case may be, accordingly.


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