Exhibit 10.17


 


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


 


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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.


 


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“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.


 


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(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.


 


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(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


 


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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


 


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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

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DCT1

  	
   

  	
  Montgomery County, MD

  	
   

  	
  13

  	
   

  	
  1967

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  HCT1

  	
   

  	
  Montgomery County, MD

  	
   

  	
  147

  	
   

  	
  1992

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  HCT2

  	
   

  	
  Montgomery County, MD

  	
   

  	
  147

  	
   

  	
  1993

  	
   

  



 


21