ENGIE

Earnings Release • Sep 15, 2009

Officer's Certificate of Fairness and Midyear Report for Tractebel Finance US, Inc.

As the Treasurer of Tractebel Finance US, Inc. (the "Company"), I hereby certify that, to the best of my knowledge, the unaudited June 30, 2009 (midyear) financial statements of the Company have been prepared in accordance with the Generally Accepted Accounting Principles of the United States of America and give a true and fair view of its assets, liabilities, and financial position. An audit report is prepared only for the Company's annual financial statements.

Further, I attest that no significant events occurred during this period which would impact the Company; and no principal risks exist now or are anticipated during the next six month period.

Attested to this day, 31 July, 2009:

Tractebel Finance US, Inc.

By:

$C_O$

Geert Peeters Vice President and Treasurer

TRACTEBEL FINANCE US, INC.
BALANCE SHEETS

unaudited (in thousands)	6/30/2009		12/31/2008
ASSETS
CURRENT ASSETS: Cash Due from affiliates Notes receivable from affiliates Derivative assets:	S	1,344 21,825 550,399	\$	1,033 25,285 272,691
Third party Affiliates		42,232 14,659		340 11,909
Total current assets		630,459		311,258
NOTES RECEIVABLE FROM AFFILIATES		1,326,635		1,535,405
DERIVATIVE ASSETS:
Third party		18,702		56,283
Affiliates		17,231		34,792
TOTAL ASSETS	\$	1,993,027	S	1,937,738
LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES: Accounts payable and accrued expenses	\$	3,890	\$	7,011
Due to affiliates		19,030		19,058
Notes payable to affiliates Notes payable to third party		409,059 141,340		272,691
Derivative Liabilities -affiliates		56,892		12,249
Total current liabilities		630,211		311,009
LONG-TERM DEBT		70,670		208,755
NOTES PAYABLE TO AFFILIATES		1,255,965		1,326,650
DEFERRED TAXES		1,726		1,726
DERIVATIVE LIABILITIES - Affiliates		31,001		86,144
Total liabilities		1,989,573		1,934,284
STOCKHOLDER'S EQUITY: Common stock, \$1 par value-1000 shares authorized, issued, and outstanding		1		1
Retained earnings		3,453		3,453
Total stockholder's equity		3,454		3,454
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY	\$	1,993,027	S	1,937,738

TRACTEBEL FINANCE US, INC.

STATEMENTS OF INCOME

YTD unaudited (in thousands)

	6/30/2009
REVENUES—Interest and guarantee income—related party	\$ 54,612
COSTS AND EXPENSES—Interest and guarantee expense	(54, 612)

$\overline{\phantom{a}}$

$\sim$

NET INCOME

TRACTEBEL FINANCE US, INC.

STATEMENTS OF CASH FLOWS

YTD

unaudited (in thousands)

6/30/2009

CASH FLOW FROM OPERATING ACTIVITIES:
Net income
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Changes in assets and liabilities that provided (used) cash:
Due from affiliates	3,460
Due to affiliates	(28)
Accounts payable and accrued expenses	(3, 121)
Net cash provided by (used in) operating activities	311
CASH FLOW PROVIDED BY (USED IN) INVESTING ACTIVITIES:
Proceeds of note receivable -related party	(152,740)
Repayments of note receivable -related party	48,175
Net cash provided by (used in) investing activities	(104, 565)
CASH FLOW PROVIDED BY (USED IN) FINANCING ACTIVITIES:
Proceeds of debt (including related party)	152,740
Repayments of debt (including related party)	(48, 175)
Net cash provided by (used in) financing activities	104,565
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	311
CASH AND CASH EQUIVALENTS-Beginning of the year
	1,033
CASH AND CASH EQUIVALENTS-End of the period	1,344