**Exhibit 10.9**

 

**POWER SALE, FUEL SUPPLY**

**AND SERVICES AGREEMENT**

 

**THIS****POWER SALE,FUEL SUPPLY AND SERVICES AGREEMENT**(this “Agreement”), dated as of January 3,2006 (the “Effective Date”), is by and between **MIRANTAMERICAS ENERGY MARKETING, LP**, a Delaware limited partnership (“MAEM”),****and**MIRANT MID-ATLANTIC, LLC**,a Delaware limited liability company (the “Project Company”).

 

**RECITALS**

 

WHEREAS, Project Company owns and/or leases and operates certainelectric generating facilities as set forth on Exhibit A hereto (the “GeneratingStations”);

 

WHEREAS, Project Company may enter into contracts with third parties tosell capacity, electricity, ancillary services and/or other related productsgenerated by, or available from, the Generating Stations;

 

WHEREAS, in the absence of such third party contracts, Project Companydesires to contract herein to sell all or a portion of the capacity,electricity, ancillary services and/or other related products generated by, oravailable from, the Generating Stations to MAEM, and MAEM desires to purchasesuch capacity, electricity, ancillary services and/or other related products onthe terms and conditions set forth herein; and

 

WHEREAS, Project Company desires that MAEM perform certain servicesrelated to the management and operation of the Generating Stations, and MAEMdesires to perform such services.

 

NOW, THEREFORE, in consideration of the foregoing and the mutualcovenants contained herein, and other good and valuable consideration, thereceipt and sufficiency of which are hereby acknowledged by the Parties, theParties hereby agree as follows:

 

**ARTICLE 1.**

**DEFINITIONS**

 

The following capitalized terms, whether used in the singular orplural, shall be defined as provided in this Article 1.

 

“Agreement” has the meaning set forth in the first paragraphhereof.

 

“Agreement Date” has the meaning set forth in the firstparagraph of this Agreement.

 

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“Asset Companies” means any affiliates of MAEM either directlyor indirectly owned by Mirant Corporation, other than Mirant Mid-Atlantic, LLC,which own electric generating facilities in the United States.

 

“Claims” means all claims or actions, threatened or filed,whether groundless, false or fraudulent, that directly or indirectly relate tothe subject matter of an indemnity, and the resulting losses, damages,expenses, attorneys’ fees and court costs, whether incurred by settlement orotherwise, and whether such claims or actions are threatened or filed prior toor after the termination of this Agreement.

 

“Collateral Costs” means an amountdetermined on a monthly basis by MAEM, in good faith, as the cost incurred byMAEM or Mirant North America, LLC to post collateral in the form of cash and/orletters of credit to third parties as required under the terms of thetransactions attributed to the Asset Book based on the weighted average of theborrowing rates under the senior credit facilities, senior notes and otherindebtedness for borrowed money of Mirant North America, LLC.

 

“Delivery Point” means, with respect to Products generated by,or available from, the Generating Station, the high side of the generationstep-up transformer located at the Generating Station, where it connects to theTransmission Provider’s transmission system; and, with respect to Productsgenerated by, or available from, sources other than the Generating Station,such other point on the Transmission Provider’s transmission system as MAEM andProject Company may determine.

 

“Direct Contracts” has the meaning set forth in Section 4.1

 

“Emission Allowances” means authorizations under state orfederal (as applicable) air quality regulations to emit either one ton ofnitrogen oxides (“NOx”) or sulfur dioxide (“SO2”).

 

“Event of Default” has the meaning set forth in Section 9.1.

 

“Expenses” has the meaning set forth in Section 8.2.

 

“Facility Lease Event of Default” shall have the meaningascribed to such term in the Participation Agreements dated as of December 18,2000 among Mirant Mid-Atlantic, LLC and the owners of the leased assets at theDickerson and Morgantown generating stations, Wilmington Trust Company andState Street Bank and Trust Company of Connecticut, National Association.

 

“FERC” means the Federal Energy Regulatory Commission, or itssuccessor.

 

“Force Majeure” means anevent or circumstance which prevents one Party from performing its obligations,which event or circumstance was not anticipated as of the date the transactionwas agreed to, which is not within the reasonable control of, or the result ofthe negligence of, the claiming Party, and which, by the exercise of duediligence, the claiming Party

 

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is unable to overcome or avoidor cause to be avoided.  Force Majeureshall not be based on (i) the loss of MAEM’s markets; (ii) MAEM’sinability economically to use or resell the Product purchased hereunder; (iii) theloss or failure of Project Company’s supply; or (iv) Project Company’sability to sell the Product at a price greater than the purchase price setforth in this Agreement.  Neither Party mayraise a claim of Force Majeure based in whole or in part on curtailment by aTransmission Provider unless (i) such Party has contracted for firmtransmission with a Transmission Provider for the Product to be delivered to orreceived at the Delivery Point and (ii) such curtailment is due to “forcemajeure” or “uncontrollable force” or a similar term as defined under theTransmission Provider’s tariff; provided, however, that existence of theforegoing factors shall not be sufficient to conclusively or presumptivelyprove the existence of a Force Majeure absent a showing of other facts andcircumstances which in the aggregate with such factors establish that a ForceMajeure as defined in the first sentence hereof has occurred.

 

“Fuel” means coal, Fuel Oil or natural gas, as applicable.

 

“Fuel Oil” means No. 2 fuel oil or No. 6 fuel oil(residual), as dictated by context.

 

“Fuel Oil Delivery Point” means the physical location atMorgantown Station where MAEM shall deliver Fuel Oil to Project Company.

 

“Fuel Oil Index Price”**is the meanpublished price (in $/barrel) for 0.3%, 0.7% or 1% sulfur, as applicable, highpour Fuel Oil (No. 6 Fuel Oil) for New York Harbor cargo delivery aspublished in Platt’s Oilgram plus $0.25.

 

“Fuel Oil Specifications” has the meaning given in Section 3.4(d).

 

“Generating Stations” has the meaning provided in the recitals.

 

“Good Utility Practices” mean any of the practices, methods oracts engaged in or approved by a significant portion of the electric energyindustry with respect to similar facilities during the relevant time periodwhich in each case, in the exercise of reasonable judgment in light of thefacts known or that should have been known at the time a decision was made,could have been expected to accomplish the desired result at reasonable costconsistent with good business practices, reliability, safety, law, regulation,environmental protection and expedition. Good Utility Practices are not intended to be limited to the optimumpractices, methods or acts to the exclusion of all others, but rather todelineate the acceptable practices, methods or acts generally accepted in suchindustry.

 

“Gross Revenues” has the meaning provided in Section 8.2.

 

“Implementation Order” means the Implementing Order RegardingTransfer of Letters of Credit, Guarantees and Certain Collateral SecuringTrading Obligations Transferred Pursuant to the Plan, dated December 9,2005, issued by the United States Bankruptcy Court for the Northern District ofTexas, Forth Worth Division in the chapter 11 cases of Mirant Corporation andits 

 

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affiliated debtors, styled as *In reMirant Corporation, et al.*, Chapter 11 Case No. 03-46590(DML) Jointly Administered.

 

“Interest Rate” means, for any date, two percent (2%) over theper annum rate of interest equal to the prime lending rate as may from time totime be published in the Wall Street Journal under “Money Rates”; provided thatthe Interest Rate shall never exceed the maximum interest rate permitted byapplicable law.

 

“ISO” means PJM Interconnection, LLC, or its successor.

 

“ISO FERC Tariff” means the Open Access Transmission and EnergyMarkets Tariff for the Midwest Independent Transmission System Operator, Inc.dated March 1, 2005, as amended from time to time, as on file with andapproved by the FERC.

 

“MIRMA Asset Book” has the meaning set forth in Section 5.1.

 

“Morgantown Station” means the Morgantown Generating Stationlocated in Charles County, Maryland.

 

“Net Market Revenues” has the meaning set forth in Section 8.2.

 

“Oak Mountain Agreement” means the Solid Synthetic Fuel SalesAgreement dated April 15, 2002 between Project Company and Oak MountainProducts, LLC.

 

“Offer” has the meaning set forth in Section 2.2(a).

 

“Party” means any of MAEM or Project Company.  In the context where MAEM is referenced as a “Party,”a reference to the “other Party” shall mean Project Company.  In the context where Project Company isreferenced as a “Party,” a reference to the “other Party” shall mean MAEM.  References to “either Party” or the “Parties”shall have comparable meanings.

 

“Plan” means the Amended and Restated Second Amended JointChapter 11 Plan of Reorganization for Mirant Corporation and its AffiliatedDebtors, dated September 30, 2005, confirmed by the United StatesBankruptcy Court for the Northern District of Texas, Forth Worth Division, on December 9,2005, in the chapter 11 cases of Mirant Corporation and its affiliated debtors,styled as *In re Mirant Corporation, et al.*,Chapter 11 Case No. 03-46590 (DML) Jointly Administered.

 

“Products” means electric capacity, energy, ancillary servicesand/or other related products which are or may become commercially recognizedin the ISO markets during the term of this Agreement.

 

“Project Company” has the meaning set forth in this firstparagraph of this Agreement.

 

“Purchased Power” has the meaning set forth in Section 4.2.

 

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“Scheduling” or “Schedule” means the acts of MAEM and/orits designated representatives of notifying, requesting and confirming to itscounterparties and their designated representatives (including, but not limitedto, the ISO or any Transmission Provider) the quantity and type of Products tobe delivered on any given day or days during the period of delivery at aspecified Delivery Point.

 

“Service Fee” has the meaning set forth in Section 8.1.

 

“Third Party Contract” has the meaning set forth in Section 2.2(b).

 

“Transmission Providers” means the entity or entitiestransmitting Products on behalf of Project Company or MAEM to or from theDelivery Point including, but not limited to, the ISO or a regionaltransmission organization.

 

“Transportation Providers” means the entity or entitiestransporting Fuel on behalf of Project Company or MAEM to or from theGenerating Stations.

 

**ARTICLE 2.**

**PRODUCT SALES**

 

2.1                                 IntercompanyProduct Sales.

 

(a)                                  Transactions.  With the exception of any Direct Contracts asdescribed in Section 4.1, Project Company shall sell and deliver, and MAEMshall purchase and receive, or cause to be received, at the Delivery Point, allProducts generated by, and/or available from, the Generating Stations.  MAEM shall resell such Products as describedin Section 2.2.  MAEM shall pay NetMarket Revenues to Project Company, on a monthly basis, for all Productspurchased by MAEM hereunder.  In sellingProducts generated by, or available from, the Generating Stations, MAEM shallattempt to maximize Net Market Revenues for Project Company.

 

(b)                                 Transmissionand Scheduling.  Project Companyshall be responsible for delivery of Products to the Delivery Point.  MAEM shall arrange and be responsible fortransmission service at and from the Delivery Point.  MAEM shall serve as Scheduling agent onbehalf of Project Company to Schedule and deliver Products with respect toall transaction involving the Generating Stations.

 

(c)                                  Title,Risk of Loss and Indemnity. The following provision shall apply to alltransactions involving the Generating Stations except for Direct Contracts asdescribed in Section 4.1.  Asbetween the Parties, Project Company shall be deemed to be in exclusivepossession and control (and be responsible for any damages or injury causedthereby) of the Products prior to delivery thereof at the Delivery Point, andMAEM shall be deemed to be in exclusive possession and control (and beresponsible for any damages or injury caused thereby) of the Products at andafter delivery thereof at the Delivery Point. Project Company warrants that it will deliver to MAEM all Products freeand clear of all liens, claims and encumbrances arising prior to deliverythereof at the Delivery Point.  Title toand risk of loss related to delivered Products shall transfer

 

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from Project Company to MAEM at the DeliveryPoint.  Each Party shall indemnify,defend and hold harmless each other Party from any Claims arising from any actor incident occurring during the period when possession, control and title to Productsis vested or deemed to be vested in the indemnifying Party, except to theextent such Claims arise from such other Party’s breach of this Agreement orits gross negligence or willful misconduct.

 

2.2                                 Resaleof Products by MAEM.

 

(a)                                  Offers.  MAEM may re-sell the Products purchased from ProjectCompany by submitting offers to sell the Products in the day-ahead and/orreal-time markets administered by the ISO (“Offers”).

 

(b)                           ThirdParty Contracts.  In addition tosubmitting Offers, MAEM may resell the Products purchased from Project Companyby entering into bilateral contracts, forward sales, financial transactions(including but not limited to, hedges, swaps, contracts for differences andoptions), tolling agreements, power purchase agreements and other transactions(“Third Party Contracts”).

 

(c)                                  Costsand Revenues.  All costs and revenuesassociated with Offers and Third Party Contracts will be charged, or paid, toProject Company as such costs and revenues are actually incurred or received byMAEM, as further described in the calculation of Net Market Revenues pursuantto Section 8.2.

 

(d)                                 Strategies.  MAEM’s strategies with respect to all Offers,Third Party Contracts and all Scheduling activities shall be consistent with:

 

(i)                                     theoperating parameters and limitations of the Generating Stations, as provided byProject Company to MAEM;

 

(ii)                                  thelimitations imposed by any transmission service reservations for the purpose oftransmitting Power from the Generating Stations;

 

(iii)                               ProjectCompany’s scheduled maintenance plans, as agreed to between the Parties;

 

(iv)                              theavailability of the Generating Stations (including Fuel handling and storagefacilities), as communicated by Project Company to MAEM;

 

(v)                                 theISO FERC Tariff and other ISO rules and procedures in effect from time totime;

 

(vi)                              applicablerequirements of any Transmission Provider and/or Transportation Provider;

 

(vii)                           Fuelavailability;

 

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(viii)                        GoodUtility Practices;

 

(ix)                                anyenvironmental limitations applicable to the Generating Stations; and

 

(x)                                   operatingprotocols agreed to from time to time by the Parties.

 

**ARTICLE 3.**

**FUEL SERVICES**

 

3.1                                 AllRequirements Fuel Supply and Delivery. With the exception of any Direct Contracts as described in Section 4.1,MAEM shall procure and supply to Project Company on an exclusive basis all Fuelrequired by the Generating Stations in accordance with Good Utility Practicesand the terms and conditions of this Agreement.

 

3.2                                 Reimbursementfor Fuel.  Project Company shallreimburse MAEM for all Fuel delivered to the Generating Stations as follows:

 

(a)                                  Fuelconsisting of natural gas shall be reimbursed at the market price of such gas,including transportation charges, on the delivery date.

 

(b)                                 Fuelconsisting of coal shall be reimbursed at MAEM’s cost plus delivery charges andother fees and expenses incurred by MAEM in connection with the delivery ofsuch coal.

 

(c)                                  ResidualFuel Oil delivered to Project Company shall be reimbursed at the Fuel Oil IndexPrice on the day the Fuel Oil is consumed by the Generating Station.  No. 2 Fuel Oil delivered to ProjectCompany (including the costs of transportation) shall be reimbursed at MAEM’sactual cost.

 

3.3                                 FuelHedges and Trading Activities.  MAEMhas entered into or will enter into Fuel hedges and trading activities(including, but not limited to, physical and financial hedges, swaps andoptions) in connection with MAEM’s Fuel supply obligations pursuant to Section 3.1hereof.  The costs and revenuesassociated with such Fuel hedging and trading activities will be attributed tothe Asset Book and charged to or paid to Project Company, as such costs andrevenues are actually incurred or received by MAEM (as is further described in Section 8.2).

 

3.4                                 Transportationand Scheduling.  Except as otherwiseprovided in any Direct Contracts, MAEM shall arrange and be responsible fortransportation service to deliver Fuel to the Generating Stations and shall schedule orarrange for scheduling services with its Transportation Providers to deliverFuel to the Generating Stations.

 

3.5                                 FuelOil Supply to the Morgantown Station.

 

(a)                                  Measurementof and Title to Residual Fuel Oil Inventory.  MAEM shall have title to all residual FuelOil inventory at the Morgantown Station until such residual Fuel Oil isdelivered to the input flange of each unit at the Morgantown Station.

 

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(b)                                 Transferof Title to Residual Fuel Oil at Termination.  Upon termination of this Agreement, MAEMshall transfer and sell to Project Company and Project Company shall purchase,take title to and pay MAEM for residual Fuel Oil inventories at the MorgantownStation, as measured at midnight on the date of transfer.  The purchase price owed by Project Company toMAEM for the on-hand residual Fuel Oil inventories shall be based on the FuelOil Index Price on the date of transfer and shall be payable within three (3) businessdays after such date of transfer. Project Company shall also pay the Fuel Oil Index Price as of thetransfer date for any residual Fuel Oil scheduled for delivery in accordancewith the terms and provisions of this Agreement prior to the date oftermination and actually delivered after the date of termination.

 

(c)                                  Transferof Title to No. 2 Fuel Oil. MAEM shall be deemed to be in possession of and have title to the No. 2Fuel Oil prior to the Fuel Oil Delivery Point. Possession of and title to No. 2 Fuel Oil will transfer to theProject Company at the Fuel Oil Delivery Point.

 

(d)                                 FuelOil Specifications and Testing.

 

(i)                                     FuelOil supplied by MAEM to the Fuel Oil Delivery Point shall be of a qualitymeeting or better than the specifications for Fuel Oil provided by ProjectCompany from time to time (“Fuel Oil Specifications”).  Project Company and MAEM shall each notifyone another of any material failure of Fuel Oil to comply with the FuelSpecifications as soon as any Party becomes aware of same.

 

(ii)                                  MAEM,at its own expense, shall arrange for testing of Fuel Oil on the water andtesting associated with any blending activities initiated by MAEM.  Project Company shall be responsible forroutine tests performed prior to transferring Fuel Oil between tanks and priorto burning Fuel Oil.

 

(e)                                  Failureof Fuel Oil to Materially Conform to Fuel Specifications.

 

(i)                                     IfFuel Oil tendered for delivery under this Agreement to the Fuel Oil DeliveryPoint fails for any reason to materially conform to the Fuel OilSpecifications, Project Company may refuse all or any part of such Fuel Oil(giving MAEM the reasons for such refusal as soon as practical).

 

(ii)                                  Tothe extent Fuel Oil is delivered to the Fuel Oil Delivery Point and is not incompliance with the Fuel Oil Specifications, and such non-compliance is notapproved by Project Company, Project Company may instruct MAEM to arrange at nocost to Project Company for the reasonably expeditious removal of any suchnon-compliant Fuel Oil from the Fuel storage tanks.

 

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(f)                                    FuelOil Loading, Unloading, Storage and Handling Facilities

 

(i)                                     ProjectCompany shall, as soon as practical under the circumstances, provide MAEM withnotice of any applicable operating constraints affecting their Fuel storagetanks. Project Company shall provide MAEM with a daily inventory, storage tankfarm analysis report, and the volume of Fuel Oil delivered to the Fuel OilDelivery Point.  Further, ProjectCompany, after each delivery of Fuel Oil to Fuel storage tanks, shall provideMAEM with a terminal port log/discharge report and the current deliveryanalysis report.

 

(ii)                                  ProjectCompany, at its own expense, and in accordance with Good Utility Practices,will maintain, operate and restore to operable condition, or contract withthird parties for such maintenance, operation and restoration of, the Fuel Oilterminals, loading, unloading, storage****and handlingfacilities at the Morgantown Station. Project Company shall maintain in effectall permits necessary for such operation. Project Company shall pay loading,unloading, storage****and handlingexpenses for Fuel Oil delivered to the Morgantown Station. Project Company andMAEM shall work together to coordinate in advance all vessel****deliveries to the Fuel Oil Delivery Point with theobjective of minimizing the expense of such deliveries. All operations at theFuel Oil terminal, including, without limitation, Fuel Oil loading, unloading,storage and handling operations, shall be performed in accordance with theoperating procedures mutually agreed upon by Project Company and MAEM.

 

(g)                                 FuelOil Loading, Unloading, Storage and Handling Procedures. Project Companymay maintain and provide to MAEM, from time to time, Fuel operations, safetyand handling standards and procedures to be followed by Project Company, MAEMand their contractors, agents, employees and suppliers to the MorgantownStation.  MAEM shall provide suchstandards to their contractors, agents and suppliers.

 

(h)                                 Metering.Project Company shall be responsible for reading the Fuel Oil supply meters atthe Morgantown Station in accordance with Good Utility****Practices.  Project Company shall provide the data fromsuch daily Fuel Oil supply meter readings to MAEM on a daily basis.  Either Party shall have the right, at its ownexpense and upon reasonable notice to the other Party, to have a meter proverperform the test and, if necessary, recalibrate the Fuel Oil meters at theMorgantown Station.  Not less than onceper month, Project Company will manually sound the Fuel Oil storage tanks andcompare the results to prior meter readings. Differences between actual tank levels and reported meter indicationswill be settled between MAEM and Project Company at the average Fuel Oil IndexPrice for the calendar month immediately preceding the manual determination oftank levels.

 

**ARTICLE 4.**

**ADDITIONAL SERVICES**

 

4.1                                 DirectContracts.

 

(a)                                  AgencyServices.  Notwithstanding anythingto the contrary in Sections 2.1 or 3.1 of this Agreement, Project Company mayenter into contracts to (i) sell the Products available from the

 

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Generating Station directly to a third party ratherthan selling such Products to MAEM and/or (ii) purchase Fuel required bythe Generating Station directly from a third party rather than purchasing suchFuel from MAEM (collectively “Direct Contracts”).  Project Company hereby appoints MAEM as itsagent in administering any Direct Contract including, but not limited to,Scheduling, billing, settlements with the ISO (if applicable) and otherservices required by Project Company pursuant to the terms of such DirectContract.  Project Company shall continueto pay MAEM the Service Fee for the agency services provided by MAEM during theterm of a Direct Contract.  As agent,MAEM shall neither directly purchase or sell, or contract for the purchase orsale, nor take title to or possession and control of any Products or Fuel.  Rather, as between MAEM and Project Company,when MAEM is acting as agent under any Direct Contract, Project Company shallbe deemed to have title and exclusive possession and control of all Productssold to, and all Fuel purchased from, third parties, and Project Company shallbear the risk of loss associated with such Products and Fuel.

 

(b)                                 ExistingDirect Contracts.  As of theAgreement Date hereof, Direct Contracts include the Oak Mountain Agreement.

 

(c)                                  Costsand Revenues.  The calculation of NetMarket Revenues shall exclude any costs or revenues associated with a DirectContract.  All such costs and revenuesshall be paid and received by Project Company. If a third party customer or other entity pays MAEM any amounts dueProject Company under a Direct Contract, MAEM shall hold such amounts in trustfor the applicable Project Company and remit such funds to Project Company onor before the twentieth (20th) day of each month, or if such day isnot a business day, the immediately following business day.

 

4.2                                 Cooperation.The Parties shall cooperate to fulfill the obligations of Project Companyand/or MAEM as set forth in any Direct Contract and/or Third Party Contract, asapplicable.  Notwithstanding theforegoing, all payment obligations under any Direct Contract shall be the soleresponsibility of Project Company. In an effort to maximize Net MarketRevenues, Project Company agrees that MAEM shall have the right to purchaseProducts from third parties or the market, in lieu of the Generating Stationproducing such Products, for the purpose of meeting the supply obligations ofProject Company or MAEM under any Direct Contract or Third Party Contract (“PurchasedPower”); provided, however, any such purchase should only occur when theProject Company’s cost to generate the Products exceeds the prevailing marketprice for such Products.  Project Companyand MAEM shall notify each other promptly if it becomes aware ofany disputeunder, or any proposed amendment to, a Direct Contract or Third PartyContract.  Project Company and MAEMacknowledge and agree that certain provisions of this Agreement including,without limitation, MAEM’s Scheduling and Fuel supply obligations, may not beconsistent with the provisions of a Direct Contract or a Third Party Contract(such as a tolling agreement for example). In the event of such inconsistency, the provisions of the DirectContract or Third Party Contract shall control.

 

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**ARTICLE 5.**

##### **ASSET BOOK; ADDITIONALSERVICES**

##### ** **

5.1                                 AssetBook.  MAEM will maintain an assetmanagement book for Project Company and Mirant Chalk Point, LLC (the “MIRMAAsset Book”) to track and measure the financial performance of all transactionsentered into with respect to the Generating Stations and the generating stationowned by Mirant Chalk Point, LLC.  TheMIRMA Asset Book shall be separate from any MAEM trading book or any otherasset book maintained by MAEM for other Asset Companies.  Unless otherwise designated in writing byProject Company and Mirant Chalk Point, LLC, all transactions in the MIRMAAsset Book will be allocated solely to Project Company.

 

5.2                                 EmissionsPlanning and Related Responsibilities. MAEM shall provide Project Company emissions planning, in consultationwith Project Company, to assist in the compliance of the Generating Station atall times and on an ongoing basis with all currently effective emissionsrequirements, permits and regulations. Upon Project Company’s request, MAEM will procure Emission Allowancesnecessary for the operation of the Generating Station, and dispose of excessEmission Allowances, which are not needed for the operation of the GeneratingStation.  MAEM will charge ProjectCompany MAEM’s actual cost of acquiring the Emission Allowances and remit theactual proceeds of any Emission Allowances sales to Project Company, asadjusted for any gains or losses on emission hedges and trading activities.

 

5.3                                 RegulatoryReports.  MAEM will make all quarterlyfilings to the FERC required for Products generated by, or available from, theGenerating Stations.

 

**ARTICLE 6.**

**TERM AND TERMINATION**

 

6.1                                 Term.  This Agreement shall become effective on theAgreement Date and shall continue in effect unless terminated pursuant to Section 6.2or Section 9.2(a).

 

6.2                                 EarlyTermination Event.

 

(a)                                  Inthe event a Generating Station is no longer owned or leased by an affiliate ofMAEM, this Agreement shall automatically terminate with respect to suchGenerating Station, without penalty and without any further action required byeither Party, as of the effective date of the transfer of ownership ortermination of the lease of the Generating Station.

 

(b)                                 Inthe event lenders or lessors exercise remedies following a Facility Lease Eventof Default, Project Company may terminate this Agreement, without penalty, uponwritten notice to MAEM.

 

(c)                                  EitherParty may terminate this Agreement upon sixty (60) days written notice to theother Party.

 

6.3                                 Obligationsupon Termination.

 

(a)                                  Uponany termination of this Agreement pursuant to Section 6.2 hereof, MAEMshall endeavor to (i) terminate any transactions entered into by MAEM inconnection with this

 

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Agreement which extend beyond such termination including, but notlimited to, Third Party Contracts entered into pursuant to Section 2.2(b),(ii) assign such agreements and/or transactions to the new owner of theGenerating Station and/or (iii) enter into an agreement with the new ownerto allow MAEM to continue to fulfill its obligations under any existingagreements and/or transactions.  Any suchterminations and/or assignments shall be consummated in such a manner as tofully release MAEM and Project Company from any liability or obligationthereunder as of the termination date and/or the assignment effective date ofthe applicable agreements or transactions. Any costs or revenues associated with termination payments or settlementamounts as a result of liquidating and terminating any agreements ortransactions shall be charged to or paid to Project Company as described under Section 2.2(c).

 

(b)                                 Uponany termination of this Agreement pursuant to Section 9.2(a) hereof,the Parties shall transfer or settle any outstanding hedges or transactionsentered into by MAEM in connection with this Agreement which extend beyond suchtermination including, but not limited to, any Third Party Contracts enteredinto pursuant to Sections 2.2(b).  Anysuch transfer or settlement shall be consummated in such a manner as to assignor convey to Project Company the full benefits and obligations of suchagreements or transactions, and to fully release MAEM from any liability orobligation thereunder.  To the extent thatMAEM’s rights or obligations under any such agreement or transaction may not beassigned without the consent of a third party, and such consent has not orcannot be obtained with the commercially reasonable efforts of the Parties,this provision shall not constitute an agreement to assign the same if anattempted assignment would constitute a breach thereof or be unlawful, and theParties, to the maximum extent permitted by law and the applicable agreement ortransaction, shall enter into such commercially reasonable arrangements as arenecessary to fulfill the intent of this Section 6.3(b).  The Parties further agree to take suchactions, and execute and deliver such agreements, documents, instruments andcertificates, as are necessary to consummate the transactions contemplated bythis Section 6.3(b).

 

**ARTICLE 7.**

**REPRESENTATIONS AND WARRANTIES**

 

7.1                                 ProjectCompany’s Representations and Warranties. Project Company makes the following representations and warranties as abasis for its undertakings contained herein:

 

(a)                                  ProjectCompany is a limited liability company duly organized and validly existingunder the laws of the State of Delaware, is qualified to do business in eachforeign jurisdiction in which it transacts business, and is in good standingunder its certificate of formation and the laws of the State of Delaware, hasthe requisite power and authority to own its properties, and to carry on itsbusiness as now being conducted.

 

(b)                                 ProjectCompany has full power and authority to enter this Agreement and perform itsobligations hereunder.  The execution,delivery and performance of this Agreement and the consummation of thetransactions contemplated hereby have been duly authorized by all necessarylimited liability company action and do not and will not contravene itsorganizational documents or conflict with, result in a breach of, or entitleany party (with due notice or lapse of

 

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time or both) to terminate, accelerate or declare adefault under, any agreement or instrument to which Project Company is a partyor by which Project Company is bound. The execution, delivery and performance by Project Company of thisAgreement will not result in any violation by Project Company of any law, rule orregulation applicable to it.  ProjectCompany is not a party to, nor subject to or bound by, any judgment, injunctionor decree of any court or other governmental entity which may restrict orinterfere with the performance of this Agreement by it.  This Agreement is Project Company’s legal,valid and binding obligation, enforceable against Project Company in accordancewith its terms, except as (i) such enforcement may be subject tobankruptcy, insolvency, reorganization, moratorium or other similar laws now orhereafter in effect relating to creditors’ rights generally, and (ii) theremedy of specific performance and injunctive relief may be subject toequitable defenses and to the discretion of the court before which anyproceeding therefor may be brought.

 

(c)                                  Noconsent, waiver, order, approval, authorization, permit or order of, orregistration, qualification or filing with, any court or other governmentalagency or authority is required for the execution, delivery and performance byProject Company of this Agreement and the consummation by Project Company ofthe transactions contemplated hereby.

 

(d)                                 ProjectCompany has obtained all necessary governmental authorizations, approvals,consents, waivers, exceptions, licenses, filings, registrations, rulings,permits, tariffs, certifications and exemptions to perform its obligationsunder this Agreement.

 

(e)                                  Thereis not pending or, to its knowledge, threatened against it, any legalproceedings that could materially adversely affect its ability to perform itsobligations under this Agreement.

 

(f)                                    NoEvent of Default or event which, with the giving of notice or lapse of time, orboth, would constitute an Event of Default with respect to Project Company hasoccurred and is continuing and no such event or circumstance would occur as aresult of its entering into or performing its obligations under this Agreementor any other document relating to this Agreement.

 

7.2                                 MAEM’sRepresentations and Warranties.  MAEMmakes the following representations and warranties as a basis for itsundertakings contained herein:

 

(a)                                  MAEMis a limited partnership duly organized and validly existing under the laws ofthe State of Delaware, is in good standing under its certificate of limitedpartnership and the laws of the State of Delaware, is qualified to do businessin each foreign jurisdiction in which it transacts business, has the requisitepower and authority to own its properties, and to carry on its business as nowbeing conducted.

 

(b)                                 MAEMhas full power and authority to enter this Agreement and perform its obligationshereunder.  The execution, delivery andperformance of this Agreement and the consummation of the Transactionscontemplated hereby have been duly authorized by all necessary limitedpartnership action by MAEM and do not and will not contravene its organizationaldocuments or conflict with, result in a breach of, or entitle any party (withdue

 

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notice or lapse of time or both) to terminate,accelerate or declare a default under, any agreement or instrument to whichMAEM is a party or by which MAEM is bound. The execution, delivery and performance by MAEM of this Agreement willnot result in any violation by MAEM of any law, rule or regulationapplicable to it. MAEM is not a party to, nor subject to or bound by, anyjudgment, injunction or decree of any court or other governmental entity whichmay restrict or interfere with the performance of this Agreement by it.  This Agreement is MAEM’s legal, valid andbinding obligation, enforceable against MAEM in accordance with its terms,except as (i) such enforcement may be subject to bankruptcy, insolvency,reorganization, moratorium or other similar laws now or hereafter in effectrelating to creditors’ rights generally and (ii) the remedy of specificperformance and injunctive relief may be subject to equitable defenses and tothe discretion of the court before which any proceeding therefor may bebrought.

 

(c)                                  Noconsent, waiver, order, approval, authorization, permit or order of, orregistration, qualification or filing with, any court or other governmentalagency or authority is required for the execution, delivery and performance byMAEM of this Agreement and the consummation by MAEM of the transactionscontemplated hereby.

 

(d)                                 MAEMhas obtained all necessary governmental authorizations, approvals, consents,waivers, exceptions, licenses, filings, registrations, rulings, permits,tariffs, certifications and exemptions to perform its obligations under thisAgreement.

 

(e)                                  Thereis not pending or, to its knowledge, threatened against it, any legalproceedings that could materially adversely affect its ability to perform itsobligations under this Agreement.

 

(f)                                    NoEvent of Default or event which, with the giving of notice or lapse of time, orboth, would constitute an Event of Default with respect to MAEM has occurredand is continuing and no such event or circumstance would occur as a result ofits entering into or performing its obligations under this Agreement.

 

**ARTICLE 8.**

#### **BILLING AND PAYMENT**

#### ** **

8.1                                 CostAllocation.  For services rendered byMAEM to Project Company under this Agreement and/or any Direct Contracts,Project Company shall pay MAEM its monthly share of allocated costs forfulfilling its responsibilities to the Project Company under this Agreement and/orany Direct Contract, including, but not limited to, personnel costs (the “ServiceFee”).  For purposes of determining theProject Company’s share of allocated costs, MAEM shall apply an industrystandard methodology which is applied uniformly across the AssetCompanies.  Each of MAEM and the ProjectCompany acknowledges that the monthly allocations may be adjusted from time totime.

 

8.2                                 Billingand Payment. MAEM shall pay Project Company the Net Market Revenues due forthe prior month (or, if Net Market Revenues for such month are negative,Project Company shall pay MAEM an amount equal to such negative balance) bywire transfer to

 

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the payment address provided by the recipient on orbefore the twentieth (20th) day of each month, or if such day is nota business day, the immediately following business day.  At the time of each monthly payment, MAEMshall render to Project Company a statement detailing the Net Market Revenuesfor the prior month, and shall provide Project Company with supportingdocumentation for each such monthly statement, identifying calculationsunderlying such Net Market Revenues. If PJM later adjusts amounts payable by orpaid to MAEM with respect to transactions in the Asset Book, such amounts willbe credited to, or paid by, Project Company in the month in which MAEM receivesnotice of the adjustment.  The precedingsentence shall survive termination of this Agreement. If a third party fails topay MAEM any amount due for Products sold to such party, MAEM shall only berequired to pay the Asset Company the amount received by MAEM from the thirdparty.  In other words, MAEM shall not beresponsible for non-payment by a third party customer, and any Gross Revenuesshall not be adjusted upward to account for any such non-payment.

 

“Net Market Revenues”means Gross Revenues minus Expenses. Net Market Revenues shall becalculated in accordance with GAAP.

 

**“Gross Revenues” means allrevenues attributed to the Asset Book for a certain month including, withoutlimitation, the actual revenues received by MAEM from (a) sales of allProducts generated by, or available from, the Generating Station, (b) salesof Purchased Power, (c) excess Fuel sales, (d) sales or trades ofexcess Emissions Allowances from the Generating Station and (e) gainsassociated with physical and/or financial products (including, but not limitedto, swaps, contracts for differences and options) purchased for the Asset Bookrelated to hedges and trading activities.**

** **

“Expenses” meansall costs attributed to the Asset Book for a certain month, including (a) costsreimbursed to MAEM for actual costs in performing the services including, butnot limited to, costs for (i) purchases of Fuel, (ii) purchases ofEmissions Allowances, (iii) losses associated with physical and/orfinancial products (including, but not limited to, swaps, contracts fordifferences and options) purchased for the Asset Book related to hedges andtrading activities, (iv) broker and/or transaction fees, (v) transmissioncongestion contracts for sales from the Generating Station, (vi) CollateralCosts, (vii) transmission and/or transportation costs related to deliveryof the Products and/or Fuel, (viii) Purchased Power and (ix) otheractual costs in connection with the services described in Articles 2, 3 and 4hereof, and (b) costs reimbursed to MAEM by Project Company at the FuelOil Index Price for Fuel Oil consumed by Morgantown Station in accordance with Section 3.2.

 

8.3                                 MonthlyStatements.  Project Company and MAEMwill cooperate to provide monthly statements in reasonable detail showing thecalculation of the Net Market Revenues, to enable Project Company to track NetMarket Revenues.  Project Company shallhave the right, upon reasonable notice, to examine and/or audit the Asset Bookfrom time to time.

 

8.4                                 Interestand Disputed Amounts.  If eitherParty fails to make any payment on or before the applicable payment due date,such overdue amounts shall accrue interest at the Interest

 

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Rate from, and including, the applicable payment duedate to, but excluding, the date of payment. Any disputed invoiced amounts, except amounts which are manifestlyinaccurate, shall be paid in full on the applicable payment due date, subjectto later return together with interest accrued at the Interest Rate dependingon the resolution of the dispute. Overpayments or underpayments identified by the Parties shall bereturned or credited, together with interest accrued at the Interest Rate, totheir rightful owners in the first following month.

 

8.5                                 FERCRefunds.  In the event MAEM isordered by FERC to refund any payments received by MAEM from third partiesrelated to any transactions in the Asset Book, Project Company agrees to pay,or reimburse MAEM if MAEM has paid, the refund amount to FERC or a thirdparty.  The Project Company’s obligationto pay FERC or a third party, or reimburse MAEM, any refund amount shall bewithout regard to the cause or causes related thereto including, withoutlimitation, the negligence of MAEM.  Anysuch payment to FERC or a third party shall be made within the time periodordered by FERC.

 

**ARTICLE 9.**

**DEFAULTS AND REMEDIES**

 

9.1                                 Eventsof Default.  Any one or more of thefollowing shall constitute an “Event of Default” hereunder with respect to aParty:

 

(a)                                  defaultshall occur in the payment of any amounts due from such Party hereunder whichshall continue for more than ten (10) days after written notice from theother Party;

 

(b)                                 otherthan as provided in Section 9.1(a) above, default shall occur in theperformance of any covenant or condition to be performed by such Party underthis Agreement and such default shall continue unremedied for a period ofthirty (30) days after written notice from the other Party specifying thenature of such default;                                       or

 

(c)                                  arepresentation or warranty made by such Party herein shall have been false ormisleading in any material respect when made; provided, however, if suchrepresentation or warranty is capable of being corrected, no Event of Defaultshall have occurred if such Party is diligently pursuing such correction andsuch representation or warranty is corrected within thirty (30) days of suchParty obtaining knowledge of the false and misleading nature of the statement.

 

9.2                                 Remedies.  The Parties shall have the following remediesavailable to them hereunder:

 

(a)                                  Uponthe occurrence of an Event of Default by either Party hereunder, thenon-defaulting Party shall have the right (i) to collect all amounts thenor thereafter due to it from the defaulting Party hereunder, and (ii) uponwritten notice to the other Party, to terminate this Agreement at any timeduring the continuation of such Event of Default.  The terminating Party shall have all rightsand remedies available to it under applicable law, subject to the limitationsset forth in Section 11.8.

 

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(b)                                 Withoutlimiting the foregoing, any unexcused breach of this Agreement or failure ofeither Party to perform its obligations hereunder shall subject such Party tothe payment of actual damages to the other Party, regardless of any cureperiod.

 

**SECTION 10.**

**FORCE MAJEURE**

 

10.1                           ForceMajeure.  If either Party is renderedwholly or partly unable to perform its obligations under this Agreement becauseof a Force Majeure event, that Party will be excused from whatever performanceis affected by the Force Majeure event to the extent so affected, provided that(a) the non-performing Party, as soon as practical after knowing of theoccurrence of the Force Majeure event, gives the other Party written noticedescribing the particulars of the occurrence; (b) the suspension ofperformance is of no greater scope and of no longer duration than is reasonablyrequired by the Force Majeure event; (c) the non-performing Party usescommercially reasonable efforts to overcome or mitigate the effects of suchoccurrence, provided, however, that this provision shall not require ProjectCompany to deliver, or MAEM to receive, any Products at points other than theDelivery Point; and (d) when the non-performing Party is able to resumeperformance of its obligations hereunder, that Party shall give the other Partywritten notice to that effect and shall promptly resume such performance.

 

**ARTICLE 11.**

**MISCELLANEOUSPROVISIONS**

 

11.1                           Assignment;Successors and Assigns.

 

(a)                                  Noassignment or delegation by either Party (or any successor or assignee thereof)of this Agreement, in whole or in part, shall be made or become effectivewithout the prior written consent of the other Party in each case obtained,which consent may not be unreasonably withheld. Any assignments or delegations by either Party shall be in such form asto assure that such Party’s obligations under this Agreement will be honoredfully and timely by any succeeding party.

 

(b)                                 NotwithstandingSection 11.1(a), this Agreement shall be assigned from MAEM to MirantEnergy Trading, LLC (“MET”) without any action required by the Parties pursuantto the terms of the Plan and the Implementation Order.  The assignment shall occur on the MAEM/METEffective Date (as such term is defined in the Plan) and thereafter, allreferences to MAEM in this Agreement shall be references to MET.  As of the MAEM/MET Effective Date, Section 7.2(a) shallbe amended to delete “limited partnership” and replace it with “limitedliability company”.

 

10.2                           Notices.  All notices, requests and othercommunications hereunder (herein collectively a “notice” or “notices”) shall bedeemed to have been duly delivered, given or made to or upon any Party heretoif in writing and delivered by hand against receipt, or by certified orregistered mail, postage pre-paid, return receipt requested, or to a courierwho guarantees next business day delivery or sent by telecopy (with confirmation)to such Party at its address set forth

 

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below or to such other address as such Party may atany time, or from time to time, direct by notice given in accordance with this Section 11.2.

 
| **IF TO PROJECT** |   |                                 |
|-------------------|--------|--------------------------------------|
| **COMPANY:**      |   | Mirant Mid-Atlantic, LLC             |
|              |   | 1155 Perimeter Center West           |
|              |   | Atlanta, Georgia 30338               |
|              |   | Attention: President                 |
|              |   |                                 |
| **IF TO MAEM:**   |   | Mirant Americas Energy Marketing, LP |
|              |   | 1155 Perimeter Center West           |
|              |   | Atlanta, Georgia 30338               |
|              |   | Attention: Legal Department          |
|              |   |                                 |
| **IF TO MET:**    |   | Mirant Energy Trading, LLC           |
|              |   | 1155 Perimeter Center West           |
|              |   | Atlanta, Georgia 30338               |
|              |   | Attention: Legal Department          |

 

The date of delivery of any such notice, request or other communicationshall be the earlier of (i) the date of actual receipt or (ii) three (3) businessdays after such notice, request or other communication is sent by certified orregistered mail, (iii) if sent by courier who guarantees next business daydelivery, the business day next following the day of such notice, request orother communication is actually delivered to the courier or (iv) the dayactually telecopied.

 

11.3                           GOVERNINGLAW.  THIS AGREEMENT SHALL BEGOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK WITHOUTGIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW THAT WOULD OTHERWISE CAUSE THELAW OF ANY STATE OTHER THAN NEW YORK TO APPLY.

 

11.4                           ComplianceWith Laws.  At all times during theterm of this Agreement, the Parties shall comply with all laws, rules,regulations, and codes of all governmental authorities having jurisdiction overeach of their respective businesses which are now applicable, or may beapplicable hereafter, including without limitation, all special laws, policies,ordinances, or regulations now in force, as amended or hereafter enacted.  The Parties hereto shall maintain alllicenses, permits and other consents from all governmental authorities havingjurisdiction for the necessary use and operation of their respective business.  Nothing herein shall be deemed a waiver ofthe Parties’ right to challenge the validity of any such law, rule orregulation.

 

11.5                           EntireAgreement.  This Agreement sets forththe entire agreement of the Parties with respect to the subject matter hereinand takes precedence over all prior understandings.

 

11.6                           Amendments.  This Agreement may not be amended except by awriting signed by the Parties.

 

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11.7                           Severability.  The invalidity or unenforceability of anyprovisions of this Agreement shall not affect the other provisions hereof.  If any provision of this Agreement is held tobe invalid, such provisions shall not be severed from this Agreement; instead,the scope of the rights and duties created thereby shall be reduced by thesmallest extent necessary to conform such provision to the applicable law,preserving to the greatest extent the intent of the Parties to create suchrights and duties as set out herein.  Ifnecessary to preserve the intent of the Parties hereto, the Parties shall negotiatein good faith to amend this Agreement, adopting a substitute provision for theone deemed invalid or unenforceable that is legally binding and enforceable andwhich restores to the two Parties to the greatest extent possible the benefitof their respective bargains on the Effective Date.

 

11.8                           Limitationon Damages.  NEITHER PARTY SHALL BEENTITLED TO RECOVER SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVEDAMAGES HEREUNDER.

 

11.9                           RiskManagement Policy.  The Partiesacknowledge and agree that this Agreement is subject to the Risk ManagementPolicy approved by the Parties’ Board of Directors.  In the event of a conflict between theprovisions of this Agreement and the terms of the Risk Management Policy, theterms of the Risk Management Policy shall govern and control.

 

[SIGNATURES APPEAR ON THE FOLLOWING PAGE]

 

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IN WITNESS WHEREOF, and intending to be legally bound hereby, theParties hereto have caused this Agreement to be duly executed as an instrumentunder seal by their respective duly authorized officers as of the date and yearfirst above written.

 
| Mirant Americas Energy Marketing, LP |
|--------------------------------------|
| By:                                  | Mirant Americas Development, LLC |
|                                 | Its General Partner |
|                                 |   |
| By:                                  | New MAEM Holdco, LLC |
| Its:                                 | Sole Member |
|                                 |   |
| By:                                  | /s/ J. William Holden III |   |
| Name:                                | J. William Holden III |
| Title:                               | Senior Vice President & Treasurer |
|                                 |   |
| Mirant Mid-Atlantic, LLC             |
|                                 |   |
| By:                                  | /s/ J. William Holden III |   |
| Name:                                | J. William Holden III |
| Title:                               | Senior Vice President, Chief Financial Officer &  Treasurer |
|                                 |   |
|                                 |   |
| As of the MAEM/MET Effective Date:   |
|                                 |   |
| Mirant Energy Trading, LLC           |
|                                 |   |
| By:                                  | /s/ J. William Holden III |   |
| Name:                                | J. William Holden III |
| Title:                               | Senior Vice President, Chief Financial Officer &  Treasurer |

 

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**EXHIBIT A**

**Morgantown Generating Station**

 
| **Unit** | ** ** | **Location**       | ** ** | **Nameplate  Capacity** | ** ** | **Commercial  Operation Date** | ** ** |
|----------|------------|--------------------|------------|-------------------------|------------|--------------------------------|------------|
|     |       |               |       |                    |       |                           |       |
| F1       |       | Charles County, MD |       | 624                     |       | 1970                           |       |
|     |       |               |       |                    |       |                           |       |
| F2       |       | Charles County, MD |       | 620                     |       | 1970                           |       |
|     |       |               |       |                    |       |                           |       |
| FCT1     |       | Charles County, MD |       | 16                      |       | 1971                           |       |
|     |       |               |       |                    |       |                           |       |
| FCT2     |       | Charles County, MD |       | 16                      |       | 1970                           |       |
|     |       |               |       |                    |       |                           |       |
| FCT3     |       | Charles County, MD |       | 54                      |       | 1971                           |       |
|     |       |               |       |                    |       |                           |       |
| FCT4     |       | Charles County, MD |       | 54                      |       | 1973                           |       |
|     |       |               |       |                    |       |                           |       |
| FCT5     |       | Charles County, MD |       | 54                      |       | 1973                           |       |
|     |       |               |       |                    |       |                           |       |
| FCT6     |       | Charles County, MD |       | 54                      |       | 1973                           |       |

 

**Dickerson Generating Station**

 
| **Unit** | ** ** | **Location**          | ** ** | **Nameplate  Capacity** | ** ** | **Commercial  Operation Date** | ** ** |
|----------|------------|-----------------------|------------|-------------------------|------------|--------------------------------|------------|
|     |       |                  |       |                    |       |                           |       |
| D1       |       | Montgomery County, MD |       | 182                     |       | 1959                           |       |
|     |       |                  |       |                    |       |                           |       |
| D2       |       | Montgomery County, MD |       | 182                     |       | 1960                           |       |
|     |       |                  |       |                    |       |                           |       |
| D3       |       | Montgomery County, MD |       | 182                     |       | 1962                           |       |

 

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| DCT1   |   | Montgomery County, MD |   | 13     |   | 1967   |   |
|--------|--------|-----------------------|--------|--------|--------|--------|--------|
|   |   |                  |   |   |   |   |   |
| HCT1   |   | Montgomery County, MD |   | 147    |   | 1992   |   |
|   |   |                  |   |   |   |   |   |
| HCT2   |   | Montgomery County, MD |   | 147    |   | 1993   |   |

 

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