Waiver and Amendment

Strategic Energy, L.L.C.

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)(vi) of the Credit Agreement is hereby amended and restated to read in its entirety as follows:

(vi)   Investments in an amount not to exceed $20,000,000 in the aggregate at any time outstanding consisting of loans to GPE or its Subsidiaries; and

General

Except for the waiver and amendment expressly provided by this letter agreement, the terms and provisions of the Credit Agreement and the other Loan Documents are hereby ratifie