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 MIRANT
AMERICAS 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 certain
electric generating facilities as set forth on Exhibit A hereto (the “Generating
Stations”);


 


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


 


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


 


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


 


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


 


ARTICLE 1.


DEFINITIONS


 


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


 


“Agreement” has the meaning set forth in the first paragraph
hereof.


 


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


 

















 


“Asset Companies” means any affiliates of MAEM either directly
or 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 to
the subject matter of an indemnity, and the resulting losses, damages,
expenses, attorneys’ fees and court costs, whether incurred by settlement or
otherwise, and whether such claims or actions are threatened or filed prior to
or after the termination of this Agreement.


 


“Collateral Costs” means an amount
determined on a monthly basis by MAEM, in good faith, as the cost incurred by
MAEM or Mirant North America, LLC to post collateral in the form of cash and/or
letters of credit to third parties as required under the terms of the
transactions attributed to the Asset Book based on the weighted average of the
borrowing rates under the senior credit facilities, senior notes and other
indebtedness 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 generation
step-up transformer located at the Generating Station, where it connects to the
Transmission Provider’s transmission system; and, with respect to Products
generated by, or available from, sources other than the Generating Station,
such other point on the Transmission Provider’s transmission system as MAEM and
Project Company may determine.


 


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


 


“Emission Allowances” means authorizations under state or
federal (as applicable) air quality regulations to emit either one ton of
nitrogen 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 meaning
ascribed 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 the
Dickerson and Morgantown generating stations, Wilmington Trust Company and
State Street Bank and Trust Company of Connecticut, National Association.


 


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


 


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


 


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is unable to overcome or avoid
or cause to be avoided.  Force Majeure
shall not be based on (i) the loss of MAEM’s markets; (ii) MAEM’s
inability economically to use or resell the Product purchased hereunder; (iii) the
loss or failure of Project Company’s supply; or (iv) Project Company’s
ability to sell the Product at a price greater than the purchase price set
forth in this Agreement.  Neither Party may
raise a claim of Force Majeure based in whole or in part on curtailment by a
Transmission Provider unless (i) such Party has contracted for firm
transmission with a Transmission Provider for the Product to be delivered to or
received at the Delivery Point and (ii) such curtailment is due to “force
majeure” or “uncontrollable force” or a similar term as defined under the
Transmission Provider’s tariff; provided, however, that existence of the
foregoing factors shall not be sufficient to conclusively or presumptively
prove the existence of a Force Majeure absent a showing of other facts and
circumstances which in the aggregate with such factors establish that a Force
Majeure 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 at
Morgantown Station where MAEM shall deliver Fuel Oil to Project Company.


 


“Fuel Oil Index Price” is the mean
published price (in $/barrel) for 0.3%, 0.7% or 1% sulfur, as applicable, high
pour Fuel Oil (No. 6 Fuel Oil) for New York Harbor cargo delivery as
published 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 or
acts engaged in or approved by a significant portion of the electric energy
industry with respect to similar facilities during the relevant time period
which in each case, in the exercise of reasonable judgment in light of the
facts 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 cost
consistent with good business practices, reliability, safety, law, regulation,
environmental protection and expedition. 
Good Utility Practices are not intended to be limited to the optimum
practices, methods or acts to the exclusion of all others, but rather to
delineate the acceptable practices, methods or acts generally accepted in such
industry.


 


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


 


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


 


3

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Oak Mountain Agreement” means the Solid Synthetic Fuel Sales
Agreement dated April 15, 2002 between Project Company and Oak Mountain
Products, 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 is
referenced 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 Joint
Chapter 11 Plan of Reorganization for Mirant Corporation and its Affiliated
Debtors, dated September 30, 2005, confirmed by the United States
Bankruptcy 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 services
and/or other related products which are or may become commercially recognized
in the ISO markets during the term of this Agreement.


 


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


 


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


 


4

















 


“Scheduling” or “Schedule” means the acts of MAEM and/or
its designated representatives of notifying, requesting and confirming to its
counterparties and their designated representatives (including, but not limited
to, the ISO or any Transmission Provider) the quantity and type of Products to
be delivered on any given day or days during the period of delivery at a
specified 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 entities
transmitting Products on behalf of Project Company or MAEM to or from the
Delivery Point including, but not limited to, the ISO or a regional
transmission organization.


 


“Transportation Providers” means the entity or entities
transporting Fuel on behalf of Project Company or MAEM to or from the
Generating Stations.


 


ARTICLE 2.


PRODUCT SALES


 


2.1                                 Intercompany
Product Sales.


 


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


 


(b)                                 Transmission
and Scheduling.  Project Company
shall be responsible for delivery of Products to the Delivery Point.  MAEM shall arrange and be responsible for
transmission service at and from the Delivery Point.  MAEM shall serve as Scheduling agent on
behalf of Project Company to Schedule and deliver Products with respect to
all transaction involving the Generating Stations.


 


(c)                                  Title,
Risk of Loss and Indemnity. The following provision shall apply to all
transactions involving the Generating Stations except for Direct Contracts as
described in Section 4.1.  As
between the Parties, Project Company shall be deemed to be in exclusive
possession and control (and be responsible for any damages or injury caused
thereby) of the Products prior to delivery thereof at the Delivery Point, and
MAEM shall be deemed to be in exclusive possession and control (and be
responsible for any damages or injury caused thereby) of the Products at and
after delivery thereof at the Delivery Point. 
Project Company warrants that it will deliver to MAEM all Products free
and clear of all liens, claims and encumbrances arising prior to delivery
thereof at the Delivery Point.  Title to
and risk of loss related to delivered Products shall transfer


 


5

















 


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


 


2.2                                 Resale
of Products by MAEM.


 


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


 


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


 


(c)                                  Costs
and Revenues.  All costs and revenues
associated with Offers and Third Party Contracts will be charged, or paid, to
Project Company as such costs and revenues are actually incurred or received by
MAEM, as further described in the calculation of Net Market Revenues pursuant
to 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)                                     the
operating parameters and limitations of the Generating Stations, as provided by
Project Company to MAEM;


 


(ii)                                  the
limitations imposed by any transmission service reservations for the purpose of
transmitting Power from the Generating Stations;


 


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


 


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


 


(v)                                 the
ISO FERC Tariff and other ISO rules and procedures in effect from time to
time;


 


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


 


(vii)                           Fuel
availability;


 


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(viii)                        Good
Utility Practices;


 


(ix)                                any
environmental limitations applicable to the Generating Stations; and


 


(x)                                   operating
protocols agreed to from time to time by the Parties.


 


ARTICLE 3.


FUEL SERVICES


 


3.1                                 All
Requirements 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 Fuel
required by the Generating Stations in accordance with Good Utility Practices
and the terms and conditions of this Agreement.


 


3.2                                 Reimbursement
for Fuel.  Project Company shall
reimburse MAEM for all Fuel delivered to the Generating Stations as follows:


 


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


 


(b)                                 Fuel
consisting of coal shall be reimbursed at MAEM’s cost plus delivery charges and
other fees and expenses incurred by MAEM in connection with the delivery of
such coal.


 


(c)                                  Residual
Fuel Oil delivered to Project Company shall be reimbursed at the Fuel Oil Index
Price on the day the Fuel Oil is consumed by the Generating Station.  No. 2 Fuel Oil delivered to Project
Company (including the costs of transportation) shall be reimbursed at MAEM’s
actual cost.


 


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


 


3.4                                 Transportation
and Scheduling.  Except as otherwise
provided in any Direct Contracts, MAEM shall arrange and be responsible for
transportation service to deliver Fuel to the Generating Stations and shall schedule or
arrange for scheduling services with its Transportation Providers to deliver
Fuel to the Generating Stations.


 


3.5                                 Fuel
Oil Supply to the Morgantown Station.


 


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


 


7

















 


(b)                                 Transfer
of Title to Residual Fuel Oil at Termination.  Upon termination of this Agreement, MAEM
shall transfer and sell to Project Company and Project Company shall purchase,
take title to and pay MAEM for residual Fuel Oil inventories at the Morgantown
Station, as measured at midnight on the date of transfer.  The purchase price owed by Project Company to
MAEM for the on-hand residual Fuel Oil inventories shall be based on the Fuel
Oil Index Price on the date of transfer and shall be payable within three (3) business
days after such date of transfer. 
Project Company shall also pay the Fuel Oil Index Price as of the
transfer date for any residual Fuel Oil scheduled for delivery in accordance
with the terms and provisions of this Agreement prior to the date of
termination and actually delivered after the date of termination.


 


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


 


(d)                                 Fuel
Oil Specifications and Testing.


 


(i)                                     Fuel
Oil supplied by MAEM to the Fuel Oil Delivery Point shall be of a quality
meeting or better than the specifications for Fuel Oil provided by Project
Company from time to time (“Fuel Oil Specifications”).  Project Company and MAEM shall each notify
one another of any material failure of Fuel Oil to comply with the Fuel
Specifications 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 and
testing associated with any blending activities initiated by MAEM.  Project Company shall be responsible for
routine tests performed prior to transferring Fuel Oil between tanks and prior
to burning Fuel Oil.


 


(e)                                  Failure
of Fuel Oil to Materially Conform to Fuel Specifications.


 


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


 


(ii)                                  To
the extent Fuel Oil is delivered to the Fuel Oil Delivery Point and is not in
compliance with the Fuel Oil Specifications, and such non-compliance is not
approved by Project Company, Project Company may instruct MAEM to arrange at no
cost to Project Company for the reasonably expeditious removal of any such
non-compliant Fuel Oil from the Fuel storage tanks.


 


8

















 


(f)                                    Fuel
Oil Loading, Unloading, Storage and Handling Facilities


 


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


 


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


 


(g)                                 Fuel
Oil Loading, Unloading, Storage and Handling Procedures. Project Company
may maintain and provide to MAEM, from time to time, Fuel operations, safety
and handling standards and procedures to be followed by Project Company, MAEM
and their contractors, agents, employees and suppliers to the Morgantown
Station.  MAEM shall provide such
standards to their contractors, agents and suppliers.


 


(h)                                 Metering.
Project Company shall be responsible for reading the Fuel Oil supply meters at
the Morgantown Station in accordance with Good Utility Practices.  Project Company shall provide the data from
such daily Fuel Oil supply meter readings to MAEM on a daily basis.  Either Party shall have the right, at its own
expense and upon reasonable notice to the other Party, to have a meter prover
perform the test and, if necessary, recalibrate the Fuel Oil meters at the
Morgantown Station.  Not less than once
per month, Project Company will manually sound the Fuel Oil storage tanks and
compare the results to prior meter readings. 
Differences between actual tank levels and reported meter indications
will be settled between MAEM and Project Company at the average Fuel Oil Index
Price for the calendar month immediately preceding the manual determination of
tank levels.


 


ARTICLE 4.


ADDITIONAL SERVICES


 


4.1                                 Direct
Contracts.


 


(a)                                  Agency
Services.  Notwithstanding anything
to the contrary in Sections 2.1 or 3.1 of this Agreement, Project Company may
enter into contracts to (i) sell the Products available from the


 


9

















 


Generating Station directly to a third party rather
than selling such Products to MAEM and/or (ii) purchase Fuel required by
the Generating Station directly from a third party rather than purchasing such
Fuel from MAEM (collectively “Direct Contracts”).  Project Company hereby appoints MAEM as its
agent in administering any Direct Contract including, but not limited to,
Scheduling, billing, settlements with the ISO (if applicable) and other
services required by Project Company pursuant to the terms of such Direct
Contract.  Project Company shall continue
to pay MAEM the Service Fee for the agency services provided by MAEM during the
term of a Direct Contract.  As agent,
MAEM shall neither directly purchase or sell, or contract for the purchase or
sale, 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 shall
be deemed to have title and exclusive possession and control of all Products
sold to, and all Fuel purchased from, third parties, and Project Company shall
bear the risk of loss associated with such Products and Fuel.


 


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


 


(c)                                  Costs
and Revenues.  The calculation of Net
Market Revenues shall exclude any costs or revenues associated with a Direct
Contract.  All such costs and revenues
shall be paid and received by Project Company. 
If a third party customer or other entity pays MAEM any amounts due
Project Company under a Direct Contract, MAEM shall hold such amounts in trust
for the applicable Project Company and remit such funds to Project Company on
or before the twentieth (20th) day of each month, or if such day is
not a business day, the immediately following business day.


 


4.2                                 Cooperation.
The Parties shall cooperate to fulfill the obligations of Project Company
and/or MAEM as set forth in any Direct Contract and/or Third Party Contract, as
applicable.  Notwithstanding the
foregoing, all payment obligations under any Direct Contract shall be the sole
responsibility of Project Company. In an effort to maximize Net Market
Revenues, Project Company agrees that MAEM shall have the right to purchase
Products from third parties or the market, in lieu of the Generating Station
producing such Products, for the purpose of meeting the supply obligations of
Project Company or MAEM under any Direct Contract or Third Party Contract (“Purchased
Power”); provided, however, any such purchase should only occur when the
Project Company’s cost to generate the Products exceeds the prevailing market
price for such Products.  Project Company
and MAEM shall notify each other promptly if it becomes aware ofany dispute
under, or any proposed amendment to, a Direct Contract or Third Party
Contract.  Project Company and MAEM
acknowledge and agree that certain provisions of this Agreement including,
without limitation, MAEM’s Scheduling and Fuel supply obligations, may not be
consistent 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 Direct
Contract or Third Party Contract shall control.


 


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ARTICLE 5.


ASSET BOOK; ADDITIONAL
SERVICES


 


5.1                                 Asset
Book.  MAEM will maintain an asset
management book for Project Company and Mirant Chalk Point, LLC (the “MIRMA
Asset Book”) to track and measure the financial performance of all transactions
entered into with respect to the Generating Stations and the generating station
owned by Mirant Chalk Point, LLC.  The
MIRMA Asset Book shall be separate from any MAEM trading book or any other
asset book maintained by MAEM for other Asset Companies.  Unless otherwise designated in writing by
Project Company and Mirant Chalk Point, LLC, all transactions in the MIRMA
Asset Book will be allocated solely to Project Company.


 


5.2                                 Emissions
Planning and Related Responsibilities. 
MAEM shall provide Project Company emissions planning, in consultation
with Project Company, to assist in the compliance of the Generating Station at
all times and on an ongoing basis with all currently effective emissions
requirements, permits and regulations. 
Upon Project Company’s request, MAEM will procure Emission Allowances
necessary for the operation of the Generating Station, and dispose of excess
Emission Allowances, which are not needed for the operation of the Generating
Station.  MAEM will charge Project
Company MAEM’s actual cost of acquiring the Emission Allowances and remit the
actual proceeds of any Emission Allowances sales to Project Company, as
adjusted for any gains or losses on emission hedges and trading activities.


 


5.3                                 Regulatory
Reports.  MAEM will make all quarterly
filings to the FERC required for Products generated by, or available from, the
Generating Stations.


 


ARTICLE 6.


TERM AND TERMINATION


 


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


 


6.2                                 Early
Termination Event.


 


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


 


(b)                                 In
the event lenders or lessors exercise remedies following a Facility Lease Event
of Default, Project Company may terminate this Agreement, without penalty, upon
written notice to MAEM.


 


(c)                                  Either
Party may terminate this Agreement upon sixty (60) days written notice to the
other Party.


 


6.3                                 Obligations
upon Termination.


 


(a)                                  Upon
any termination of this Agreement pursuant to Section 6.2 hereof, MAEM
shall endeavor to (i) terminate any transactions entered into by MAEM in
connection with this


 


11

















 


Agreement which extend beyond such termination including, but not
limited to, Third Party Contracts entered into pursuant to Section 2.2(b),
(ii) assign such agreements and/or transactions to the new owner of the
Generating Station and/or (iii) enter into an agreement with the new owner
to allow MAEM to continue to fulfill its obligations under any existing
agreements and/or transactions.  Any such
terminations and/or assignments shall be consummated in such a manner as to
fully release MAEM and Project Company from any liability or obligation
thereunder as of the termination date and/or the assignment effective date of
the applicable agreements or transactions. 
Any costs or revenues associated with termination payments or settlement
amounts as a result of liquidating and terminating any agreements or
transactions shall be charged to or paid to Project Company as described under Section 2.2(c).


 


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


 


ARTICLE 7.


REPRESENTATIONS AND WARRANTIES


 


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


 


(a)                                  Project
Company is a limited liability company duly organized and validly existing
under the laws of the State of Delaware, is qualified to do business in each
foreign jurisdiction in which it transacts business, and is in good standing
under its certificate of formation and the laws of the State of Delaware, has
the requisite power and authority to own its properties, and to carry on its
business as now being conducted.


 


(b)                                 Project
Company has full power and authority to enter this Agreement and perform its
obligations hereunder.  The execution,
delivery and performance of this Agreement and the consummation of the
transactions contemplated hereby have been duly authorized by all necessary
limited liability company action and do not and will not contravene its
organizational documents or conflict with, result in a breach of, or entitle
any party (with due notice or lapse of


 


12

















 


time or both) to terminate, accelerate or declare a
default under, any agreement or instrument to which Project Company is a party
or by which Project Company is bound. 
The execution, delivery and performance by Project Company of this
Agreement will not result in any violation by Project Company of any law, rule or
regulation applicable to it.  Project
Company is not a party to, nor subject to or bound by, any judgment, injunction
or decree of any court or other governmental entity which may restrict or
interfere with the performance of this Agreement by it.  This Agreement is Project Company’s legal,
valid and binding obligation, enforceable against Project Company 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 effect relating to creditors’ rights generally, and (ii) the
remedy of specific performance and injunctive relief may be subject to
equitable defenses and to the discretion of the court before which any
proceeding therefor may be brought.


 


(c)                                  No
consent, waiver, order, approval, authorization, permit or order of, or
registration, qualification or filing with, any court or other governmental
agency or authority is required for the execution, delivery and performance by
Project Company of this Agreement and the consummation by Project Company of
the transactions contemplated hereby.


 


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


 


(e)                                  There
is not pending or, to its knowledge, threatened against it, any legal
proceedings that could materially adversely affect its ability to perform its
obligations under this Agreement.


 


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


 


7.2                                 MAEM’s
Representations and Warranties.  MAEM
makes the following representations and warranties as a basis for its
undertakings contained herein:


 


(a)                                  MAEM
is a limited partnership duly organized and validly existing under the laws of
the State of Delaware, is in good standing under its certificate of limited
partnership and the laws of the State of Delaware, is qualified to do business
in each foreign jurisdiction in which it transacts business, has the requisite
power and authority to own its properties, and to carry on its business as now
being conducted.


 


(b)                                 MAEM
has full power and authority to enter this Agreement and perform its obligations
hereunder.  The execution, delivery and
performance of this Agreement and the consummation of the Transactions
contemplated hereby have been duly authorized by all necessary limited
partnership action by MAEM and do not and will not contravene its organizational
documents or conflict with, result in a breach of, or entitle any party (with
due


 


13

















 


notice or lapse of time or both) to terminate,
accelerate or declare a default under, any agreement or instrument to which
MAEM is a party or by which MAEM is bound. 
The execution, delivery and performance by MAEM of this Agreement will
not result in any violation by MAEM of any law, rule or regulation
applicable to it. MAEM is not a party to, nor subject to or bound by, any
judgment, injunction or decree of any court or other governmental entity which
may restrict or interfere with the performance of this Agreement by it.  This Agreement is MAEM’s legal, valid and
binding 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 effect
relating to creditors’ rights generally and (ii) the remedy of specific
performance and injunctive relief may be subject to equitable defenses and to
the discretion of the court before which any proceeding therefor may be
brought.


 


(c)                                  No
consent, waiver, order, approval, authorization, permit or order of, or
registration, qualification or filing with, any court or other governmental
agency or authority is required for the execution, delivery and performance by
MAEM of this Agreement and the consummation by MAEM of the transactions
contemplated hereby.


 


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


 


(e)                                  There
is not pending or, to its knowledge, threatened against it, any legal
proceedings that could materially adversely affect its ability to perform its
obligations under this Agreement.


 


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


 


ARTICLE 8.


BILLING AND PAYMENT


 


8.1                                 Cost
Allocation.  For services rendered by
MAEM to Project Company under this Agreement and/or any Direct Contracts,
Project Company shall pay MAEM its monthly share of allocated costs for
fulfilling its responsibilities to the Project Company under this Agreement and/or
any Direct Contract, including, but not limited to, personnel costs (the “Service
Fee”).  For purposes of determining the
Project Company’s share of allocated costs, MAEM shall apply an industry
standard methodology which is applied uniformly across the Asset
Companies.  Each of MAEM and the Project
Company acknowledges that the monthly allocations may be adjusted from time to
time.


 


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


 


14

















 


the payment address provided by the recipient on or
before the twentieth (20th) day of each month, or if such day is not
a business day, the immediately following business day.  At the time of each monthly payment, MAEM
shall render to Project Company a statement detailing the Net Market Revenues
for the prior month, and shall provide Project Company with supporting
documentation for each such monthly statement, identifying calculations
underlying such Net Market Revenues. If PJM later adjusts amounts payable by or
paid to MAEM with respect to transactions in the Asset Book, such amounts will
be credited to, or paid by, Project Company in the month in which MAEM receives
notice of the adjustment.  The preceding
sentence shall survive termination of this Agreement. If a third party fails to
pay MAEM any amount due for Products sold to such party, MAEM shall only be
required to pay the Asset Company the amount received by MAEM from the third
party.  In other words, MAEM shall not be
responsible for non-payment by a third party customer, and any Gross Revenues
shall not be adjusted upward to account for any such non-payment.


 


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


 


“Gross Revenues” means all
revenues attributed to the Asset Book for a certain month including, without
limitation, the actual revenues received by MAEM from (a) sales of all
Products generated by, or available from, the Generating Station, (b) sales
of Purchased Power, (c) excess Fuel sales, (d) sales or trades of
excess Emissions Allowances from the Generating Station and (e) gains
associated with physical and/or financial products (including, but not limited
to, swaps, contracts for differences and options) purchased for the Asset Book
related to hedges and trading activities.


 


“Expenses” means
all costs attributed to the Asset Book for a certain month, including (a) costs
reimbursed to MAEM for actual costs in performing the services including, but
not limited to, costs for (i) purchases of Fuel, (ii) purchases of
Emissions Allowances, (iii) losses associated with physical and/or
financial products (including, but not limited to, swaps, contracts for
differences and options) purchased for the Asset Book related to hedges and
trading activities, (iv) broker and/or transaction fees, (v) transmission
congestion contracts for sales from the Generating Station, (vi) Collateral
Costs, (vii) transmission and/or transportation costs related to delivery
of the Products and/or Fuel, (viii) Purchased Power and (ix) other
actual costs in connection with the services described in Articles 2, 3 and 4
hereof, and (b) costs reimbursed to MAEM by Project Company at the Fuel
Oil Index Price for Fuel Oil consumed by Morgantown Station in accordance with Section 3.2.


 


8.3                                 Monthly
Statements.  Project Company and MAEM
will cooperate to provide monthly statements in reasonable detail showing the
calculation of the Net Market Revenues, to enable Project Company to track Net
Market Revenues.  Project Company shall
have the right, upon reasonable notice, to examine and/or audit the Asset Book
from time to time.


 


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


 


15

















 


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


 


8.5                                 FERC
Refunds.  In the event MAEM is
ordered by FERC to refund any payments received by MAEM from third parties
related 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 third
party.  The Project Company’s obligation
to pay FERC or a third party, or reimburse MAEM, any refund amount shall be
without regard to the cause or causes related thereto including, without
limitation, the negligence of MAEM.  Any
such payment to FERC or a third party shall be made within the time period
ordered by FERC.


 


ARTICLE 9.


DEFAULTS AND REMEDIES


 


9.1                                 Events
of Default.  Any one or more of the
following shall constitute an “Event of Default” hereunder with respect to a
Party:


 


(a)                                  default
shall occur in the payment of any amounts due from such Party hereunder which
shall continue for more than ten (10) days after written notice from the
other Party;


 


(b)                                 other
than as provided in Section 9.1(a) above, default shall occur in the
performance of any covenant or condition to be performed by such Party under
this Agreement and such default shall continue unremedied for a period of
thirty (30) days after written notice from the other Party specifying the
nature of such default;                                       or


 


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


 


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


 


(a)                                  Upon
the occurrence of an Event of Default by either Party hereunder, the
non-defaulting Party shall have the right (i) to collect all amounts then
or thereafter due to it from the defaulting Party hereunder, and (ii) upon
written notice to the other Party, to terminate this Agreement at any time
during the continuation of such Event of Default.  The terminating Party shall have all rights
and remedies available to it under applicable law, subject to the limitations
set forth in Section 11.8.


 


16

















 


(b)                                 Without
limiting the foregoing, any unexcused breach of this Agreement or failure of
either Party to perform its obligations hereunder shall subject such Party to
the payment of actual damages to the other Party, regardless of any cure
period.


 


SECTION 10.


FORCE MAJEURE


 


10.1                           Force
Majeure.  If either Party is rendered
wholly or partly unable to perform its obligations under this Agreement because
of a Force Majeure event, that Party will be excused from whatever performance
is 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 the
occurrence of the Force Majeure event, gives the other Party written notice
describing the particulars of the occurrence; (b) the suspension of
performance is of no greater scope and of no longer duration than is reasonably
required by the Force Majeure event; (c) the non-performing Party uses
commercially reasonable efforts to overcome or mitigate the effects of such
occurrence, provided, however, that this provision shall not require Project
Company to deliver, or MAEM to receive, any Products at points other than the
Delivery Point; and (d) when the non-performing Party is able to resume
performance of its obligations hereunder, that Party shall give the other Party
written notice to that effect and shall promptly resume such performance.


 


ARTICLE 11.


MISCELLANEOUS
PROVISIONS


 


11.1                           Assignment;
Successors and Assigns.


 


(a)                                  No
assignment or delegation by either Party (or any successor or assignee thereof)
of this Agreement, in whole or in part, shall be made or become effective
without 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 as
to assure that such Party’s obligations under this Agreement will be honored
fully and timely by any succeeding party.


 


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


 


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


 


17

















 


below or to such other address as such Party may at
any 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 communication
shall be the earlier of (i) the date of actual receipt or (ii) three (3) business
days after such notice, request or other communication is sent by certified or
registered mail, (iii) if sent by courier who guarantees next business day
delivery, the business day next following the day of such notice, request or
other communication is actually delivered to the courier or (iv) the day
actually telecopied.


 


11.3                           GOVERNING
LAW.  THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK WITHOUT
GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW THAT WOULD OTHERWISE CAUSE THE
LAW OF ANY STATE OTHER THAN NEW YORK TO APPLY.


 


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


 


11.5                           Entire
Agreement.  This Agreement sets forth
the entire agreement of the Parties with respect to the subject matter herein
and takes precedence over all prior understandings.


 


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


 


18

















 


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


 


11.8                           Limitation
on Damages.  NEITHER PARTY SHALL BE
ENTITLED TO RECOVER SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE
DAMAGES HEREUNDER.


 


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


 


[SIGNATURES APPEAR ON THE FOLLOWING PAGE]


 


19

















 


IN WITNESS WHEREOF, and intending to be legally bound hereby, the
Parties hereto have caused this Agreement to be duly executed as an instrument
under seal by their respective duly authorized officers as of the date and year
first 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

  



 


20

















 


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

  	
   

  



 


21

















 


	
  DCT1

  	
   

  	
  Montgomery County, MD

  	
   

  	
  13

  	
   

  	
  1967

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  HCT1

  	
   

  	
  Montgomery County, MD

  	
   

  	
  147

  	
   

  	
  1992

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  HCT2

  	
   

  	
  Montgomery County, MD

  	
   

  	
  147

  	
   

  	
  1993

  	
   

  



 


22