December 6, 2006
Strategic Energy, L.L.C.
Two Gateway Center
Pittsburgh, PA 15222-1458
Attn: Andrew Washburn, Chief Financial Officer
Re: Waiver and Amendment
Ladies and Gentlemen:
Reference is made to that certain Amended and Restated Credit Agreement, dated as of July 2, 2004,
among Strategic Energy, L.L.C. (the “ Borrower ”), LaSalle Bank National Association (“ LaSalle ”), as
Administrative Agent (the “ Administrative Agent ”) and a Lender, PNC Bank, National Association, as
Syndication Agent and a Lender, and such other Lenders a party thereto (collectively, the “ Lenders ”), as
amended by that certain Amendment No. 1 to Amended and Restated Credit Agreement, December 20, 2005
(as such credit agreement was and may hereafter be amended, modified, supplemented, extended or restated, the
“ Credit Agreement ”). Capitalized terms used and not defined herein shall have the meanings assigned to them
in the Credit Agreement.
Reference is hereby made to Section 7.3(D)(vi) of the Credit Agreement, which provides that the
Borrower or any of its Subsidiaries shall not directly or indirectly make or own any Investments consisting of
loans to GPE or its Subsidiaries in an amount that exceeds $10,000,000 in the aggregate at any time outstanding.
The Borrower has informed the Administrative Agent that on September 20, 2006 and continuing through the
date hereof, it has advanced a loan to GPE that in an aggregate amount outstanding with other loans to GPE are
in excess of $10,000,000 (but at no time exceeding $13,500,000). Based on the representations of the
Borrower to the Administrative Agent regarding such loans and as otherwise set forth herein, Required Lenders
hereby waive the violation of Section 7.3(D)(vi) of the Credit Agreement for the period from September 20,
2006 through and including the effective date of this letter agreement.
Upon the effectiveness of this letter agreement, as provided below, Section 7.3(D)(v