INDEMNIFICATION CONSENT AGREEMENT



        This Indemnification Consent Agreement (this "Agreement") is made as of

this 22nd day of February, 2000, among NRG Energy, Inc. (the "Company"), NRG

Northeast Generating LLC (the "Issuer"), Chase Securities Inc. and Salomon Smith

Barney Inc., as representatives of the several Initial Purchasers (as defined

below) (collectively the "Representatives"), The Chase Manhattan Bank (in its

capacity as trustee under the Indenture (as defined below), the "Trustee", in

its capacity as collateral agent under the Collateral Agency and Intercreditor

Agreement, the "Collateral Agent", and in its capacity as administrative agent

under the working capital revolving loan facility, a "Working Capital

Administrative Agent") and Citibank, N.A. (in its capacity as administrative

agent under the working capital revolving loan facility, a "Working Capital

Administrative Agent", and together with The Chase Manhattan Bank, the "Working

Capital Administrative Agents") in connection with (i) the issuance and sale by

the Issuer of $320,000,000 aggregate principal amount of its 8.065% Series A

Senior Secured Bonds due 2004, $130,000,000 aggregate principal amount of its

8.842% Series B Senior Secured Bonds due 2015 and $300,000,000 aggregate

principal amount of its 9.292% Series C Senior Secured Bonds due 2024

(collectively, the "Bonds"), guaranteed by 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

Harbor Power LLC, Oswego Harbor Power LLC and Somerset Power LLC (each a

"Guarantor" and collectively the "Guarantors") and (ii) the execution and

delivery of a working capital revolving loan facility with an aggregate

principal amount of up to $50,000,000 provided by the lenders named therein (the

"Working Capital Facility").



                                    RECITALS



        A. The Issuer, the Guarantors party thereto, the Administrative Agents

party thereto, The Chase Manhattan Bank as the collateral agent, Citibank, N.A.

as the paying agent and the lenders referred to therein (the "Lenders") have

entered into a Loan Agreement dated as of June 4, 1999 (the "Loan Agreement"),

pursuant to which the Lenders agreed subject to the terms and conditions

thereof, to lend to the Issuer in an aggregate principal amount not exceeding

$686,564,000 including a loan in the principal amount of $68,440,000 (the

"Tranche D Term Loan") the proceeds of which the Issuer used, inter alia, to

lend to its affiliate, Oswego Harbor Power LLC ("Oswego Harbor Power") to enable

Oswego Harbor Power to purchase the Oswego facility from Niagara Mohawk Power

Corporation, and revolving loans in an aggregate principal amount not to exceed

$4,234,000 (the "Tranche D Revolver Amount") for working capital purposes of the

Issuer and its subsidiaries.



        B. Before the completion of the acquisition of Oswego facility, on or

about July 12, 1999, suit was filed by Fortistar Capital, Inc. in District

Court, Fourth Judicial District, in Hennepin County, Minnesota against the

Company (together with any other actions or claims relating to or arising out of

such suit, the "Litigation"), as a result of





                        Indemnification Consent Agreement

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which the Issuer was unable to make certain representations under the Loan

Agreement.



        C. In order to draw-down the Tranche D Term Loan and the Tranche D

Revolver Amount, the Issuer requested that the Lenders waive certain conditions

precedent to the Loan Agreement that required the Issuer to make representations

concerning legal actions, suits and proceedings.



        D. As a condition to agreeing to such waiver, the Administrative Agents

and the Lenders required that the Company indemnify each of them and certain

other persons for any losses, damages and expenses that might be incurred by any

of them or such persons with respect to the Litigation in accordance with the

Indemnification Agreement dated December 23, 1999 (the "Indemnification

Agreement").



        E. Pursuant to the Indemnification Agreement, the Administrative Agents

and the Lenders required the Company to indemnify any bank, financing

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