Exhibit 10.8


 


POWER SALE, FUEL SUPPLY 

AND SERVICES AGREEMENT


 


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


 


RECITALS


 


WHEREAS,
Project Company owns and operates certain of the electric generating units at
the Chalk Point Generating Station as set forth on Exhibit A hereto (the “Generating
Station”);


 


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 Station;


 


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 Station 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 Station, 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 Chalk Point, LLC, which own electric
generating stations 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.


 


“Coal
Delivery Point” means the physical location at the Generating Station where
MAEM shall deliver coal to Project Company.


 


“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.


 


“Emissions
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”) at any time during the applicable calendar year.


 


“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.


 


2

















 


“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 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 and/or natural gas, as applicable.


 


“Fuel
Delivery Point(s)” means the Coal Delivery Point, Fuel Oil Delivery Point
and/or Natural Gas Delivery Point, as applicable.


 


“Fuel
Oil” means residual fuel oil, No. 2 fuel oil and/or No. 6 fuel
oil, as applicable.


 


“Fuel
Oil Delivery Point” means the physical location at the Generating 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
Station” 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.


 


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“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 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.


 


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


 


“MET”
has the meaning set forth in Section 11.1(b).


 


“Natural
Gas Delivery Point” means the meter at the Generating Station where MAEM
shall deliver natural gas to Project Company.


 


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


 


“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.


 


4

















 


“Products”
means electric capacity, energy, ancillary services and/or any 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.


 


“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 Contracts” 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 Station.


 


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 Station.  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 Station, 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 Station.


 


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(c)                                  Title,
Risk of Loss and Indemnity. The following provision shall apply to all
transactions involving the Generating Station 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 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 Station, 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 Station;


 


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


 


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


 


6

















 


(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;


 


(viii)                        Good
Utility Practices;


 


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


 


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


 


ARTICLE 3.


FUEL SERVICES


 


3.1                                 All
Requirements Fuel Supply.  With the
exception of any Direct Contract as described in Section 4.1, MAEM shall
procure and supply to Project Company on an exclusive basis all Fuel required
by the Generating Station in accordance with Good Utility Practices and the
terms and conditions of this Agreement. 
Project Company shall reimburse MAEM for such Fuel at MAEM’s actual cost
with the exception of Fuel Oil delivered to the Generating Station as described
in Section 3.4 below.  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 this Section 3.1.  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 further described in the calculation of Net
Market Revenues pursuant to Section 8.2.


 


3.2                                 Transportation
and Scheduling.  MAEM shall schedule or
arrange for scheduling services with its Transportation Providers to deliver
Fuel to the Fuel Delivery Point. MAEM shall manage Fuel imbalances on behalf of
Project Company and all costs and revenues associated with Fuel imbalances 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.


 


3.3                                 Title,
Risk of Loss and Indemnity. As between the Parties, MAEM shall be deemed to
be in exclusive possession and control (and be responsible for any damages or injury
caused thereby) of the Fuel prior to delivery thereof at the Fuel Delivery
Point, and Project Company shall be deemed to be in exclusive possession and
control (and be responsible for any damages or injury caused thereby) of the
Fuel at and after delivery thereof at the Fuel Delivery Point.  MAEM warrants that it will deliver to Project
Company all Fuel free and clear of all liens, claims and encumbrances arising
prior to delivery thereof at the Fuel Delivery Point.  With the exception of Fuel Oil as described
in Section 3.4(b) of this Agreement, title to and risk of loss


 


7

















 


related to delivered Fuel
shall transfer from MAEM to Project Company at the Fuel 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.


 


3.4                                 Fuel
Oil Supply to the Generating Station.


 


(a)                                  Daily
Fuel Oil Requirements.  MAEM shall
supply and deliver Fuel Oil to the Fuel Oil Delivery Point as required by the
Generating Station.  Project Company
shall purchase Fuel Oil from MAEM at the Fuel Oil Index Price on the day the
Fuel Oil is consumed by the Generating Station. 
For Fuel Oil consumed on Saturday, the applicable purchase price shall
be the Fuel Oil Index Price for the preceding Friday.  For Fuel Oil consumed on Sunday, the
applicable purchase price shall be the Fuel Oil Index Price for the following
Monday.  For Fuel Oil consumed on any
holiday, the applicable price shall be the Fuel Oil Index Price on the business
day preceding such holiday.


 


(b)                                 Measurement
of and Title to Fuel Oil Inventory. 
Notwithstanding Section 3.3 of this Agreement, MAEM shall have
title to all Fuel Oil inventory at the Generating Station until such Fuel Oil
is delivered to the input flange of each unit at the Generating Station.


 


(c)                                  Transfer
of Title to 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 Fuel Oil
inventories at the Generating Station, as measured at midnight on the date of
transfer.  The purchase price owed by
Project Company to MAEM for the on-hand 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 Fuel 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.


 


(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.


 


8

















 


(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.


 


(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 Generating 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 Generating 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 Generating
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 Generating 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
Generating


 


9

















 


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.


DIRECT CONTRACTS


 


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
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 none.


 


(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


 


10

















 


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 of any 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.


 


ARTICLE 5.


ASSET BOOK; ADDITIONAL SERVICES


 


5.1                                 Asset
Book.  MAEM will maintain an asset
management book for Project Company and Mirant Mid-Atlantic, LLC (the “MIRMA
Asset Book”) to track and measure the financial performance of all hedges and
other transactions entered into with respect to the Generating Station and the
generating stations owed by Mirant Mid-Atlantic, 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 Mid-Atlantic, LLC, all
transactions in the MIRMA Asset Book will be allocated solely to Mirant
Mid-Atlantic, LLC.


 


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 Station.


 


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 the Generating Station is no longer owned or leased by an affiliate
of MAEM, this Agreement shall automatically terminate, without penalty and
without any further


 


11

















 


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 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).


 


12

















 


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 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.


 


13

















 


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 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.


 


14

















 


ARTICLE 8.


BILLING AND PAYMENT


 


8.1                                 Cost
Allocation.  For services rendered by
MAEM to Project Company under this Agreement and/or any Direct Contract,
Project Company shall pay MAEM, on a monthly basis, its share of allocated
costs including, but not limited to, personnel costs (the “Service Fee”).  For purposes of determining 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 Project Company acknowledges
that the monthly allocations may be adjusted from time to time.


 


8.2                                 Billing
and Payment. Each month, MAEM shall pay Project Company the positive 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 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)


 


15

















 


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 the
Generating Station in accordance with Section 3.4.


 


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 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. 
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


 


16

















 


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.


 


(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.


 


ARTICLE 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.


 


17

















 


(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”.


 


11.2                           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 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 Chalk
  Point, 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


 


18

















 


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.


 


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 Agreement 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 Chalk
  Point, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ J. William
  Holden III

  	
   

  
	
  Name:

  	
  J. William
  Holden III

  
	
  Title:

  	
  Senior
  Vice President & 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


Chalk Point Generating Station


 


	
  Unit

  	
   

  	
  Location

  	
   

  	
  Nameplate

  Capacity

  	
   

  	
  Commercial Operation

  Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EI

  	
   

  	
  Prince Georges
  County, MD

  	
   

  	
  341

  	
   

  	
  1964

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  E2

  	
   

  	
  Prince Georges
  County, MD

  	
   

  	
  342

  	
   

  	
  1965

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  E3

  	
   

  	
  Prince Georges
  County, MD

  	
   

  	
  612

  	
   

  	
  1975

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  E4

  	
   

  	
  Prince Georges
  County, MD

  	
   

  	
  612

  	
   

  	
  1981

  	
   

  



 


21