exv10w48wb






Exhibit 10.48B




EXHIBIT A




FORM OF ASSIGNMENT OF PARTNERSHIP INTEREST



     This ASSIGNMENT OF PARTNERSHIP INTEREST (this “Assignment”), effective as of                     
     , 2005, is between ORION POWER NEW YORK, L.P., a Delaware limited partnership
(“Assignor”), and ASTORIA GENERATING COMPANY ACQUISITIONS, L.L.C., a Delaware limited
liability company (“Assignee”).



RECITALS




     A. Orion Power Holdings, Inc., Reliant Energy, Inc. and Assignee entered into a Purchase and
Sale Agreement dated as of September 30, 2005 (the “PSA”).



     B. Contemporaneously with the execution of this Assignment, Orion Power New York GP, Inc., a
Delaware corporation (“OPNY GP”), has executed an assignment of the 1% general partnership
interest currently owned by OPNY GP in Astoria Generating Company, L.P. to Astoria Generating
Company GP, Inc., a Delaware corporation, pursuant to that certain Assignment of Partnership
Interest dated of even date herewith (the “GP Assignment”).



     C. To effect the sale and purchase of the Astoria LP Partnership Interest (as defined below)
and to satisfy the requirement set forth in Section 2.04(a) of the PSA, Assignor and Assignee are
executing and delivering this Assignment.



     NOW THEREFORE, in consideration of the premises, the mutual covenants and agreements contained
herein and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Assignor and Assignee hereby act and agree as follows:



AGREEMENTS




     1. Definitions. Any capitalized term not otherwise defined herein shall have the
meaning ascribed to such term in the PSA.



     2. Transfer of Astoria LP Partnership Interest. Assignor hereby sells, assigns,
transfers, conveys, and delivers unto Assignee the 99% limited partnership interest currently owned
by Assignor in Astoria Generating Company, L.P., a Delaware limited partnership, as more
particularly described in the PSA (the “Astoria LP Partnership Interest”).



     TO HAVE AND TO HOLD the Astoria LP Partnership Interest unto Assignee, its successors and
assigns, forever.



     3. Assumption of Assignee. Assignee hereby accepts the sale, assignment, transfer,
conveyance and delivery of the Astoria LP Partnership Interest.



 









 





     4. Disclaimer of Warranties. NEITHER ASSIGNEE NOR ASSIGNOR MAKES ANY WARRANTIES,
EXPRESS OR IMPLIED, OF ANY KIND OR NATURE EXCEPT AS EXPRESSLY SET FORTH IN THE PSA.



     5. Counterparts. This Assignment may be executed in any number of counterparts,
including by facsimile or electronic transmission, and each counterpart hereof shall be deemed to
be an original instrument, but all such counterparts shall constitute but one conveyance.



     6. Further Assurances. The parties hereto agree to take all such further actions and
execute, acknowledge and deliver all such further documents that are necessary or useful in
carrying out the purposes of this Assignment. Without limiting the foregoing, Assignor agrees,
without further consideration, to execute, acknowledge and deliver to Assignee all such other
additional instruments, notices, and other documents and to do all such other and further acts and
things as may be necessary to more fully and effectively sell, assign, transfer, convey and deliver
to Assignee the Astoria LP Partnership Interest.



     7. Governing Law; Choice of Forum; Waiver of Jury Trial. THIS ASSIGNMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. ANY DISPUTE OR
NEED OF INTERPRETATION ARISING OUT OF THIS ASSIGNMENT SHALL BE SETTLED SOLELY IN ACCORDANCE WITH
THE ARBITRATION AND DISPUTE RESOLUTION PROVISIONS OF SECTION 10.05 OF THE PSA.



     8. Successors and Assigns. This Assignment shall be binding upon and inure to the
benefit of Assignor and Assignee and their respective successors and permitted assigns.



     9. Consent to GP Assignment. Assignor and Assignee both hereby consent to and
authorize the assignment of the general partnership interest in Astoria Generating Company, L.P.
contemplated by the GP Assignment.



[Signatures begin next page]






 









 







This Assignment is executed as of the date first above written.








	 	 	 	 	 
	 	ASSIGNOR:

 	 
	 	ORION POWER NEW YORK, L.P.

 	 
	 	By:  	Orion Power New York GP, Inc., its general partner
 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 








	 	 	 	 	 
	 	ASSIGNEE:

 	 
	 	ASTORIA GENERATING COMPANY ACQUISITIONS, 
L.L.C.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



[Signature Page to Assignment of Partnership Interest]





 









 








EXHIBIT A




FORM OF ASSIGNMENT OF PARTNERSHIP INTEREST




     This ASSIGNMENT OF PARTNERSHIP INTEREST (this “Assignment”), effective as of
                          , 2005, is between ORION POWER NEW YORK GP, INC., a Delaware corporation
(“Assignor”), and ASTORIA GENERATING COMPANY GP, INC., a Delaware corporation
(“Assignee”).



RECITALS




     A. Orion Power Holdings, Inc., Reliant Energy, Inc., and Astoria Generating Company
Acquisitions, L.L.C. (“Buyer”) entered into a Purchase and Sale Agreement dated as of
September 30, 2005 (the “PSA”).



     B. Contemporaneously with the execution of this Assignment, Orion Power New York, L.P., a
Delaware limited partnership (“OPNY LP”) has executed an assignment of the 99% limited
partnership interest currently owned by OPNY LP in Astoria Generating Company, L.P. to Buyer
pursuant to that certain Assignment of Partnership Interest dated of even date herewith (the
“LP Assignment”).



     C. To effect the sale and purchase of the Astoria LP Partnership Interest (as defined below)
and to satisfy the requirement set forth in Section 2.04(a) of the PSA, Assignor and Assignee are
executing and delivering this Assignment.



     NOW THEREFORE, in consideration of the premises, the mutual covenants and agreements contained
herein and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Assignor and Assignee hereby act and agree as follows:



AGREEMENTS




     1. Definitions. Any capitalized term not otherwise defined herein shall have the
meaning ascribed to such term in the PSA.



     2. Transfer of Astoria GP Partnership Interest. Assignor hereby sells, assigns,
transfers, conveys, and delivers unto Assignee the 1% general partnership interest currently owned
by Assignor in Astoria Generating Company, L.P., a Delaware limited partnership, as more
particularly described in the PSA (the “Astoria GP Partnership Interest”).



     TO HAVE AND TO HOLD the Astoria GP Partnership Interest unto Assignee, its successors and
assigns, forever.



     3. Assumption of Assignee. Assignee hereby accepts the sale, assignment, transfer,
conveyance and delivery of the Astoria GP Partnership Interest.



 









 





     4. Disclaimer of Warranties. NEITHER ASSIGNEE NOR ASSIGNOR MAKES ANY WARRANTIES,
EXPRESS OR IMPLIED, OF ANY KIND OR NATURE EXCEPT AS EXPRESSLY SET FORTH IN THE PSA.



     5. Counterparts. This Assignment may be executed in any number of counterparts,
including by facsimile or electronic transmission, and each counterpart hereof shall be deemed to
be an original instrument, but all such counterparts shall constitute but one conveyance.



     6. Further Assurances. The parties hereto agree to take all such further actions and
execute, acknowledge and deliver all such further documents that are necessary or useful in
carrying out the purposes of this Assignment. Without limiting the foregoing, Assignor agrees,
without further consideration, to execute, acknowledge and deliver to Assignee all such other
additional instruments, notices, and other documents and to do all such other and further acts and
things as may be necessary to more fully and effectively sell, assign, transfer, convey and deliver
to Assignee the Astoria GP Partnership Interest.



     7. Governing Law; Choice of Forum; Waiver of Jury Trial. THIS ASSIGNMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. ANY DISPUTE OR
NEED OF INTERPRETATION ARISING OUT OF THIS ASSIGNMENT SHALL BE SETTLED SOLELY IN ACCORDANCE WITH
THE ARBITRATION AND DISPUTE RESOLUTION PROVISIONS OF SECTION 10.05 OF THE PSA.



     8. Successors and Assigns. This Assignment shall be binding upon and inure to the
benefit of Assignor and Assignee and their respective successors and permitted assigns.



     9. Consent to LP Assignment. Assignor and Assignee both hereby consent to and
authorize the assignment of the limited partnership interest in Astoria Generating Company, L.P.
contemplated by the LP Assignment.



[Signatures begin next page]









2









 







This Assignment is executed as of the date first above written.




 ASSIGNOR:




	 	 	 	 	 
	 	ORION POWER NEW YORK GP, INC.

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



 ASSIGNEE:




	 	 	 	 	 
	 	ASTORIA GENERATING COMPANY GP, INC.

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



[Signature Page to Assignment of Partnership Interest]




 









 








EXHIBIT B




FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT




     THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) dated as of                           ,
2005 between ORION POWER HOLDINGS, INC., a Delaware corporation (“Orion”), RELIANT ENERGY,
INC., a Delaware corporation (“Reliant, and together with Orion, “Assignors”) and
ASTORIA GENERATING COMPANY ACQUISITIONS, L.L.C., a Delaware limited liability company
(“Assignee”).



RECITALS:




     A. Orion, Reliant and Assignee have entered into a Purchase and Sale Agreement, dated as of
September 30, 2005 (the “Purchase Agreement”; capitalized terms used herein and not
otherwise defined herein having the respective meanings given in the Purchase Agreement), providing
for the acquisition by Assignee of the Company Interests;



     B. Pursuant to Section 2.04(c) of the Purchase Agreement, Assignors have agreed to enter into
this Agreement providing for the assignment by the Assignors of the Assigned Contracts; and



     C. Pursuant to Section 2.05(b) of the Purchase Agreement, Assignee has agreed to execute this
Agreement and assume the obligations under the Assigned Contracts.



     NOW, THEREFORE, for and in consideration of One Dollar and No/100 ($1.00) and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and pursuant
to the terms of the Purchase Agreement, the parties hereto agree as follows:




	 	1.	 	Assignment. Assignor does hereby set over, transfer and assign
to Assignee all of Assignor’s right, title and interest in, under and to the
Assigned Contracts arising after the Closing Date.
	 
	 	2.	 	Acceptance and Assumption. Assignee hereby (a) purchases and
accepts the assignment, transfer and conveyance of Assignor’s right, title and
interests in, under and to the Assigned Contracts for which the counterparties’
consent has been obtained (to the extent required); and (b) assumes, undertakes and
agrees, subject to valid claims and defenses, to pay, satisfy, perform or discharge
in accordance with the terms thereof all obligations and liabilities of any kind
arising out of, or required to be performed under, such Assigned Contracts from and
after the Closing.
	 
	 	3.	 	Representations and Warranties. Neither the Assignors nor the
Assignee are making any representations or warranties of any nature or kind with
respect to the Assigned Contracts, except as expressly made and contained in the
Purchase Agreement.




 









 






	 	4.	 	Conflicts with Purchase Agreement. In the event that any
provision of this Agreement is construed to conflict with a provision of the
Purchase Agreement, the provision in the Purchase Agreement shall be deemed
controlling.
	 
	 	5.	 	Parties in Interest. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
permitted assigns.
	 
	 	6.	 	Counterparts. This Agreement may be executed by the parties
hereto in separate counterparts, including by facsimile and by electronic
transmission, each of which when so executed and delivered shall be an original,
and all of which together shall constitute one and the same instrument.
	 
	 	7.	 	Governing Law. This Agreement shall be construed and enforced
in accordance with the laws of the State of New York without giving effect to the
choice of law principles thereof which would require the application of the laws of
a jurisdiction other than New York.





[Signatures begin next page]




2









 




Dated as of the day and year first above written.




ASSIGNORS:




	 	 	 	 	 
	 	ORION POWER HOLDINGS, INC.

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	RELIANT ENERGY, INC.

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	ASSIGNEE:       	ASTORIA GENERATING COMPANY ACQUISITIONS, L.L.C.

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



[Signature Page to Assignment and Assumption Agreement]






 









 








EXHIBIT C




FORM OF CONFIDENTIALITY ASSIGNMENT AND ASSUMPTION AGREEMENT




     THIS CONFIDENTIALITY ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) dated as
of                           , 2005 between RELIANT ENERGY, INC., a Delaware corporation (“Assignor”) and
ASTORIA GENERATING COMPANY ACQUISITIONS, L.L.C., a Delaware limited liability company
(“Assignee”).



RECITALS:




     A. Orion Power Holdings, Inc., Assignor and Assignee have entered into a Purchase and Sale
Agreement, dated as of September 30, 2005 (the “Purchase Agreement”; capitalized terms used
herein and not otherwise defined herein having the respective meanings given in the Purchase
Agreement), providing for the acquisition by Assignee of the Purchased Assets; and



     B. Pursuant to Section 2.04(g) of the Purchase Agreement, Assignor has agreed to enter into
this Agreement providing for the assignment by the Assignor of each of the confidentiality
agreements executed by or on the behalf of Assignor and/or its subsidiaries in connection with the
proposed sale of the Companies, to the extent assignable without consent of the counterparty (the
“Assigned Confidentiality Agreements”); a complete list of the Assigned Confidentiality
Agreements is set forth on Exhibit A attached hereto.



     NOW, THEREFORE, for and in consideration of One Dollar and No/100 ($1.00) and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and pursuant
to the terms of the Purchase Agreement, the parties hereto agree as follows:




	 	1.	 	Assignment. Assignor does hereby set over, transfer and assign
to Assignee, to the extent that such are assignable without the consent of the
counterparty, all of Assignor’s right, title and interest in, under and to the
Assigned Confidentiality Agreements arising after the Closing Date. Assignor is
hereby delivering to Assignee true and correct copies of the Assigned
Confidentiality Agreements.
	 
	 	2.	 	Acceptance and Assumption. Assignee hereby (a) purchases and
accepts the assignment, transfer and conveyance, to the extent that such are
assignable without the consent of the counterparty, of Assignor’s right, title and
interests in, under and to the Assigned Confidentiality Agreements; and (b)
assumes, undertakes and agrees, subject to valid claims and defenses, to pay,
satisfy, perform or discharge in accordance with the terms thereof all obligations
and liabilities of any kind arising out of, or required to be performed under, such
Assigned Confidentiality Agreements from and after the Closing.
	 
	 	3.	 	Representations and Warranties. The Assignors are not making
any representations or warranties of any nature or kind with respect to the
Assigned Confidentiality Agreements, except as expressly made and contained in the
Purchase Agreement.




 









 






	 	4.	 	Conflicts with Purchase Agreement. In the event that any
provision of this Agreement is construed to conflict with a provision of the
Purchase Agreement, the provision in the Purchase Agreement shall be deemed
controlling.
	 
	 	5.	 	Parties in Interest. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
permitted assigns.
	 
	 	6.	 	Counterparts. This Agreement may be executed by the parties
hereto in separate counterparts, including by facsimile or electronic transmission,
each of which when so executed and delivered shall be an original, and all of which
together shall constitute one and the same instrument.
	 
	 	7.	 	Governing Law. This Agreement shall be construed and enforced
in accordance with the laws of the State of New York without giving effect to the
choice of law principles thereof which would require the application of the laws of
a jurisdiction other than New York.





[Signatures begin next page]




2









 




Dated as of the day and year first above written.




	 	 	 	 	 
	ASSIGNORS:          	 RELIANT ENERGY, INC.

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	ASSIGNEE:          	ASTORIA GENERATING COMPANY ACQUISITIONS, L.L.C.

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



[Signature Page to Confidentiality Assignment and Assumption Agreement]




	 	 	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 




 











 





EXECUTION COPY




NEW YORK CITY PURCHASE AND SALE AGREEMENT SCHEDULES




          These are the Schedules (the “Schedules”) referred to in that certain Purchase and Sale
Agreement (the “Agreement”) entered into as of September 30, 2005 by and between Orion Power
Holdings, Inc., a Delaware corporation (“Seller”), Reliant Energy, Inc., a Delaware corporation
(“Seller Guarantor”), and Astoria Generating Company Acquisitions, L.L.C., a Delaware limited
liability company (“Buyer”), and they are subject to the terms and conditions set forth in the
Agreement. Capitalized terms used but not defined herein have the respective meanings assigned to
them in the Agreement.



 









 





Schedule 2.02(b)

Target Working Capital Amount



US $70,000,000






 









 








Schedule 2.04(c)

Assigned Contracts



Cartridge Filter Technology Development, License, and Assignment Agreement among Reliant Energy,
Inc. (f/k/a Reliant Resources, Inc). and by its Subsidiaries, Orion Power Holdings, Inc. and
Astoria Generating Company, L.P. and Gunderboom, Inc. dated April 21, 2003 (provided that such
contract will not be assigned at Closing if Seller is unable to obtain the consent of Gunderboom,
Inc. to such assignment).



Contract No. 4600016976 dated December 2, 2002 between Turbine Services, Limited and Reliant
Energy, Inc. for the provision of combustion turbine parts (provided that such contract will not be
assigned at Closing if Seller is unable to obtain the consent of Turbine Services, Limited to such
assignment).








 









 








Schedule 3.03(b)

Seller Consents



Consents necessary under the Cartridge Filter Technology Development, License, and Assignment
Agreement among Reliant Energy, Inc. (f/k/a Reliant Resources, Inc.) and by its Subsidiaries, Orion
Power Holdings, Inc. and Astoria Generating Company, L.P. and Gunderboom, Inc. dated April 21,
2003.



Consents necessary under the Contract No. 4600016976 dated December 2, 2002 between Turbine
Services, Limited and Reliant Energy, Inc. for the provision of combustion turbine parts.







 









 








Schedule 3.03(c)

Seller Governmental Approvals



1. New York State Department of Environmental Conservation (“NYSDEC”) Permits/Registrations — the
following permits subject to New York Codes, Rules and Regulations Title 6 (“6 NYCRR”), Part 621
Applications for Permit Transfer will require prior notification of change in upstream equity
ownership. These permits are held by Astoria Generating Company, L.P. (for a complete listing of
these permits, see Schedule 3.03(c)-Attachment):





	 	•	 	State Pollutant Discharge Elimination System (water discharge permits)
	 
	 	•	 	Title IV, Article 19 (air permits) and companion regulations at 6 NYCRR Parts 201, 203,
& 215
	 
	 	•	 	Title V (air permits)
	 
	 	•	 	Section 401 Water Quality Certification
	 
	 	•	 	Environmental Conservation Law Article 15 (stream disturbance permits)




2. New York City Fire Department (“NYCFD”) Permits/Licenses




     Notification to the NYCFD will be required prior to transfer of any permits and licenses not
held in the name of Astoria Generating Company, L.P.



3. New York State Department of Public Service Approvals




     Written notice of the indirect transfer of Certificates of Environmental Compatibility and
Public Need issued under Article X resulting from the sale of the partnership interests in Astoria
Generating Company, L.P. must be provided to the Secretary of the Department of Public Service.




     The sale to Buyer of the partnership interests in Astoria Generating Company, L.P. is subject
to the prior approval of the Public Service Commission pursuant to Public Service Law Section 70.



4. Federal Energy Regulatory Commission Approvals (“FERC”)




     Section 203 Application for transfer of ownership of the FERC jurisdictional facilities must
be approved in advance by FERC.



5. Federal Communications Commission (“FCC”)




     FCC approval required for transfer of ownership or control of radio licenses.



6. New York State Office of General Services (“OGS”)




     Corrective notice to OGS relating to assignment of the easement for lands underwater to
Astoria Generating Company, L.P. from Con Ed may be required.





 









 







7. NYSDEC Consent Orders




     The prior written approval of NYSDEC is required to replace Non-Company Affiliates that are
consent parties (see Schedule 4.12).



8. Hart-Scott-Rodino Act




     Applicable requirements under the HSR Act



9. Securities and Exchange Commission




     Applicable requirements of the Exchange Act and the rules and regulations promulgated
thereunder.





 









 








Schedule 3.03(c) — Attachment

Astoria Generating Station

ENVIRONMENTAL PERMITS, LICENSES AND REGISTRATIONS




	 	 	 	 	 	 	 	 	 	 	 
	Permitted Equipment	 	Permittee	 	 	 	 	 	 	 	Renewal/
	or Activity	 	(Owning Company)	 	Agency	 	Permit No.	 	Expiration Date
	Title V Permit

	 	Astoria Generating
Company, L.P.
	 	NYSDEC
	 	2-6301-00185/00009	 	November 12, 2006/ May 12,
2007
	Title IV Permit

	 	Astoria Generating
Company, L.P.
	 	NYSDEC
	 	2-6301-0006/00067	 	December 6, 2007/ May 6,
2008
	SPDES Permit

	 	Astoria Generating
Company, L.P.
	 	NYSDEC
	 	NY-000-5118
	 	May 1, 2006/ November 1,
2006
	Major Oil Storage
Facility License -
Generating Station and
Fuel Depot

	 	Astoria Generating
Company, L.P.
	 	NYSDEC
	 	2-1780	 	January 1, 2007/ March 31,
2007
	Hazardous Substance Bulk 

Storage Registration

	 	Astoria Generating
Company, L.P.
	 	NYSDEC
	 	2-000359	 	June 30, 2007/ July 30, 2007
	Emergency Diesel
Generator Serial No.
77B160 (No. 15)

	 	Astoria Generating
Company, L.P.
	 	NYCDEP
	 	PA049095L
	 	August 1, 2007/ October 30,
2007
	Emergency Diesel
Generator Serial No.
77B161 (No. 13)

	 	Astoria Generating
Company, L.P.
	 	NYCDEP
	 	PA049295X
	 	July 11, 2007/ November 11,
2007
	Emergency Diesel
Generator Serial No.
77B159 (No. 14)

	 	Astoria Generating
Company, L.P.
	 	NYCDEP
	 	PA049195Z
	 	August 1, 2007/ October 30,
2007
	Emergency Air Compressor

	 	Astoria Generating
Company, L.P.
	 	NYCDEP
	 	PA025597P
	 	May 1, 2006/ August 1, 2006
	Generating Station Gas
Turbine No. 1

	 	Astoria Generating
Company, L.P.
	 	NYCDEP
	 	PA1299/72Y
	 	January 20, 2007/ April 20,
2007
	A-10 Dock Emergency 

Diesel Generator

	 	Astoria Generating
Company, L.P.
	 	NYCDEP
	 	PB421003X
	 	May 16, 2007/ August 16,
2007
	Bulk Oil Storage
Generating Station and
Fuel Depot

	 	Astoria Generating
Company, L.P.
	 	NYCFD
	 	08013948	 	May 2006/ August 2006
	Three Electric Air 

Compressors

	 	Astoria Generating
Company, L.P.
	 	NYCFD
	 	06483630	 	September 2005/ December
2005
	Chem Lab Storage

	 	Reliant Energy, Inc.
	 	NYCFD
	 	90033432	 	May 2006/ August 2006
	Use of
Oxygen/Combustible Gases
in Blowpipe; Lube Oil
Storage Tanks

	 	Astoria Generating
Company, L.P.
	 	NYCFD
	 	06483648	 	September 2005/ December
2005
	Fuel Oil Depot Air 

Conditioning Permit

	 	Astoria Generating
Company, L.P.
	 	NYCFD
	 	99039380	 	September 2005/ December
2005
	Air Conditioning Permit

	 	Astoria Generating
Company, L.P.
	 	NYCFD
	 	99039364	 	September 2005/ December
2005
	Four Diesel Generators 

Permit

	 	Astoria Generating
Company, L.P.
	 	NYCFD
	 	99039398	 	September 2005/ December
2005
	Dielectric Fluid Tanks 

Permit*

	 	Astoria Generating
Company, L.P.
	 	NYCFD
	 	99038192	 	May 2005/ August 2005
	Dielectric Fluid Tanks 

Permit*

	 	Astoria Generating
Company, L.P.
	 	NYCFD
	 	99038176	 	May 2005/ August 2005
	Dielectric Fluid (Cable 

Oil) Storage Tanks 

Pumphouse #2 (1000

gallons)*

	 	Astoria Generating
Company, L.P.
	 	NYCFD
	 	99038168	 	May 2005/ August 2005
	Use of Air Compressor at
Fuel Depot

	 	Astoria Generating
Company, L.P.
	 	NYCFD
	 	99039372	 	September 2005/ December
2005
	Sulfuric Acid Storage

(tote tank)

	 	Reliant Energy, Inc.
	 	NYCFD
	 	23091440	 	June 2006/ September 2006
	Hydrogen Tank System 

Permit

	 	Astoria Generating
Company, L.P.
	 	NYCFD
	 	04115176	 	September 2005/ December
2005






 









 






	 	 	 	 	 	 	 	 	 	 	 
	Permitted Equipment	 	Permittee	 	 	 	 	 	 	 	Renewal/
	or Activity	 	(Owning Company)	 	Agency	 	Permit No.	 	Expiration Date
	EPA ID Number (Astoria)

	 	Astoria Generating
Company, L.P.
	 	EPA
	 	NYD 096472758
	 	N/A
	Hazardous Materials
Certificate of
Registration

	 	Astoria Generating
Company, L.P.
	 	USDOT
	 	070803 551 008KL
	 	June 1, 2006/ June 30, 2006
	Article X New Plant
Siting Approval

	 	Astoria Generating
Company, L.P.
	 	NYPSC
	 	Case No. 00-F-1522
	 	Approval Granted June 25,
2003
	Air and Water Permits
Supporting Article X
Siting Board Approval

	 	Astoria Generating
Company, L.P.
	 	NYSDEC
	 	Case No. 00-F-1522
	 	Issued: May 6, 2003
	Asbestos Handling License

	 	Astoria Generating
Company, L.P.
	 	NYS Dept. of Labor
Div. of Safety &
Health
	 	05-0421	 	June 1, 2006/ June 30, 2006








 




			
	*	 	Permit renewal application submitted and fees paid...awaiting issuance of permit.




Permits in the name of Guarantor are being transferred to Astoria LP prior to Closing.




ASTORIA GENERATING STATION CONSENT ORDERS





	1.	 	Consent Order issued to Astoria Generating Company, L.P. (DEC Index No. C02-19990430-28,
dated September 11, 2000).
	 
	2.	 	Modification to Consent Order issued to Astoria Generating Company, L.P. (DEC Index No.
C02-19990430-28, dated July 16, 2001).
	 
	3.	 	Modification to Consent Order issued to Astoria Generating Company, L.P. (DEC Index No.
C02-19990430-28, dated May 20, 2003).
	 
	4.	 	Modification to Consent Order issued to Astoria Generating Company, L.P. (DEC Index No.
C02-19990430-28, dated September 28, 2004).
	 
	5.	 	Modification to Consent Order issued to Astoria Generating Company, L.P. (DEC Index No.
C02-19990430-28, dated May 31, 2005).






 











 





Gowanus Gas Turbine Facility

ENVIRONMENTAL PERMITS, LICENSES AND REGISTRATIONS




	 	 	 	 	 	 	 	 	 
		 	 	 	 	 	 	 	Renewal/
	Permitted Equipment or Activity	 	Company Name	 	Agency	 	Permit No.	 	Expiration Date
	SPDES Permit

	 	Astoria Generating
Company, L.P.
	 	NYSDEC
	 	NY-0201006
	 	May 1, 2006/
November
1, 2006
	 
	 	 	 	 	 	 	 	 
	Major Onshore Storage 

Facility License

	 	Astoria Generating
Company, L.P.
	 	NYSDEC
	 	0-0538, 0-0539,
0-0540, and 0-0541
	 	January 1, 2008/
March
31, 2008
	 
	 	 	 	 	 	 	 	 
	Petroleum Bulk
Storage Registration
Certificate —
Gowanus Gas Turbines

	 	Astoria Generating
Company, L.P.
	 	NYSDEC
	 	2-603183
	 	June 27, 2009/
 July
27, 2009
	 
	 	 	 	 	 	 	 	 
	Title V Permit

	 	Astoria Generating
Company, L.P.
	 	NYSDEC
	 	2-6102-00116/00021
	 	February 28, 2007/
July
30, 2007
	 
	 	 	 	 	 	 	 	 
	Gas Turbine Barges 1-4

	 	Astoria Generating
Company, L.P.
	 	NYCDEP
	 	PA871/72N

PA872/72K

PA873/72H

PA874/72P
	 	January 26, 2007/
April
26, 2007
	 
	 	 	 	 	 	 	 	 
	Bulk Oil Storage 

Facility Permit*

	 	Astoria Generating
Company, L.P.
	 	NYCFD
	 	08014532
	 	May 2005/ August
2005
	 
	 	 	 	 	 	 	 	 
	Site Inspection 

Diesel Storage Tanks

	 	Astoria Generating
Company, L.P.
	 	NYCFD
	 	22046080
	 	January 2006/ April
2006
	 
	 	 	 	 	 	 	 	 
	CO2 System

	 	Astoria Generating
Company, L.P.
	 	NYCFD
	 	99039406
	 	January 2006/ April
2006
	 
	 	 	 	 	 	 	 	 
	Two Air Conditioning
Units:


(1) dockhouse and (1)
inside

	 	Astoria Generating
Company, L.P.
	 	NYCFD
	 	99037061
	 	January 2006/ April
2006
	 
	 	 	 	 	 	 	 	 
	One Air Compressor;
Use of Torch with
Oxygen and
Combustible Gas;
Storage and Use of
Compressed Gas
(nitrogen cylinders);
Storage and Use of
Compressed Gas
(acetylene and
oxygen)

	 	Astoria Generating
Company, L.P.
	 	NYCFD
	 	99037319
	 	January 2006/ April
2006
	 
	 	 	 	 	 	 	 	 
	EPA ID Number

	 	Astoria Generating
Company, L.P.
	 	EPA
	 	NYD981182215
	 	N/A
	 
	 	 	 	 	 	 	 	 
	Vessel Certificate of
Financial
Responsibility

	 	Astoria Generating
Company, L.P.
	 	DOT/ USCG
	 	Clean Energy No. 1

Clean Energy No. 2

Clean Energy No. 4

Gowanus Bay No. 1

Gowanus Bay No. 2

Gowanus Bay No. 3

Gowanus Bay No. 4
	 	July 26, 2008
	 
	 	 	 	 	 	 	 	 
	Asbestos Handling
License

	 	Astoria Generating
Company, L.P.
	 	NYS Dept. of Labor
Div. of Safety &
Health
	 	05-0421
	 	June 1, 2006/
 June
30, 2006








 




			
	*	 	Permit renewal application submitted, fee paid and inspection completed...awaiting issuance
of permit.




 









 









Narrows Gas Turbine Facility

ENVIRONMENTAL PERMITS, LICENSES AND REGISTRATIONS





	 	 	 	 	 	 	 	 	 
		 	 	 	 	 	 	 	Renewal/
	Permitted Equipment or Activity	 	Company Name	 	Agency	 	Permit No.	 	Expiration Date
	SPDES Permit

	 	Astoria Generating
Company, L.P.
	 	NYSDEC
	 	NY-0200808
	 	May 1, 2006/ 
November
1, 2006
	 
	 	 	 	 	 	 	 	 
	Major Oil Storage 

Facility License

	 	Astoria Generating
Company, L.P.
	 	NYSDEC
	 	2-1460
	 	January 1, 2007/ 
March
31, 2007
	 
	 	 	 	 	 	 	 	 
	Title V Permit

	 	Astoria Generating
Company, L.P.
	 	NYSDEC
	 	2-6102-00235/

00005
	 	November 15, 2006/ 
May
15, 2007
	 
	 	 	 	 	 	 	 	 
	Gas Turbine Barges 1-2

	 	Astoria Generating
Company, L.P.
	 	NYCDEP
	 	PA535/72R

PA534/72J
	 	January 26, 2007/ 
April
26, 2007
	 
	 	 	 	 	 	 	 	 
	House Boiler*

	 	Astoria Generating
Company, L.P.
	 	NYCDEP
	 	CA018998P
	 	March 17, 2005/ 
June
17, 2005
	 
	 	 	 	 	 	 	 	 
	Paint Storage: Use of
Torch with Oxygen and
Combustible Gas; Storage
and Use of Compressed Gas
(nitrogen cylinders);
Storage and Use of
Compressed Gas (acetylene
and oxygen)

	 	Astoria Generating
Company, L.P.
	 	NYCFD
	 	05141395
	 	October 2005/
 January
2006
	 
	 	 	 	 	 	 	 	 
	Storage of flammable
liquids in various
volumes

	 	Astoria Generating
Company, L.P.
	 	NYCFD
	 	99039414
	 	October 2005/ 
January
2006
	 
	 	 	 	 	 	 	 	 
	Site Inspection Diesel
Storage Tanks

	 	Astoria Generating
Company, L.P.
	 	NYCFD
	 	22046072
	 	October 2005/
January
2006
	 
	 	 	 	 	 	 	 	 
	Bulk Oil Storage Facility
Permit*

	 	Astoria Generating
Company, L.P.
	 	NYCFD
	 	08003014
	 	May 2005/
 August
2005
	 
	 	 	 	 	 	 	 	 
	Two Air Conditioning Units

	 	Astoria Generating
Company, L.P.
	 	NYCFD
	 	 05210703
	 	October 2005/
 January
2006
	 
	 	 	 	 	 	 	 	 
	Storage of mixed
flammable liquids*

	 	Astoria Generating
Company, L.P.
	 	NYCFD
	 	99038184
	 	May 2005/
August
2005
	 
	 	 	 	 	 	 	 	 
	EPA ID Number

	 	Astoria Generating
Company, L.P.
	 	EPA
	 	NYD981182207
	 	N/A
	 
	 	 	 	 	 	 	 	 
	Vessel Certificate of
Financial Responsibility

	 	Astoria Generating
Company, L.P.
	 	DOT/ USCG
	 	Narrows No. 1
Narrows No. 2
	 	July 26, 2008
	 
	 	 	 	 	 	 	 	 
	Asbestos Handling License

	 	Astoria Generating
Company, L.P.
	 	NYS Dept. of Labor
Div. of Safety &
Health
	 	05-0421
	 	June 1, 2006/ 
June
30, 2006











 




			
	*	 	Permit renewal application submitted, fee paid and inspection completed...awaiting issuance
of permit.




 









 










Schedule 3.04

Capitalization




Astoria Generating Company, L.P.




	 	 	 
	General Partner
	 	 
	 
	 	 
	Orion Power New York GP, Inc.

	 	1% general partnership interest
	 
	 	 
	Limited Partner
	 	 
	 
	 	 
	Orion Power New York, L.P.

	 	99% limited partnership interest
	 
	 	 
	Orion Power Operating Services Astoria, Inc.
	 
	 	 
	Authorized capital stock

	 	100 shares, par value $1.00
	 
	 	 
	Orion Power Operating Services, Inc.

	 	100 shares






Encumbrances




     Liens, restrictions on transfer or encumbrances securing those certain five Promissory Notes
each dated December 22, 2004 made by Orion Power New York, LP or Orion Power MidWest, LP, as the
case may be, and payable to Reliant Energy, Inc. under the “Security Documents” as defined therein
or executed pursuant thereto.



 









 





Schedule 4.02(b)

Company Consents



Consents necessary under that certain Second Amended and Restated Agreement of Limited Partnership
of Astoria Generating Company, L.P. dated December 22, 2004.







 









 








Schedule 4.03

Capitalization




     Typical rights of a Pledgee to all cash, securities, dividends and other property received or
otherwise distributed, substituted or exchanged in respect of or exchange for the Company Interests
and created under those certain five Promissory Notes each dated December 22, 2004 made by Orion
Power New York, LP or Orion Power MidWest, LP, as the case may be, and payable to Reliant Energy,
Inc. and the “Security Documents” as defined therein or executed pursuant thereto.




 











 





Schedule 4.04(a)

OPNY LP Financial Statements




ORION POWER NEW YORK, L.P. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS — AUDITED

Twelve Months Ending December 31, 2003

(Thousands of Dollars)




	 	 	 	 	 
	Assets
	 	 	 	 
	 
	 	 	 	 
	Current assets:
	 	 	 	 
	Cash and cash equivalents
	 	 	95,543	 
	Restricted cash
	 	 	19,139	 
	Accounts receivable, net of allowance for bad debts of $1,123
	 	 	49,898	 
	Materials and supplies
	 	 	11,140	 
	Fuel inventory
	 	 	13,070	 
	Derivative assets
	 	 	2,796	 
	Prepaid insurance and property taxes
	 	 	9,398	 
	Other current assets
	 	 	5,831	 
	 
	 	 	 
	Total current assets
	 	 	206,815	 
	 
	 	 	 	 
	Property, plant and equipment, net
	 	 	1,512,150	 
	 
	 	 	 	 
	Other assets:
	 	 	 	 
	Goodwill, net
	 	 	—	 
	Other intangibles, net
	 	 	148,853	 
	Derivative assets
	 	 	—	 
	Deferred financing costs, net of accumulated amortization of $3,329
	 	 	5,232	 
	Other
	 	 	—	 
	 
	 	 	 
	Total other assets
	 	 	154,085	 
	 
	 	 	 
	Total assets
	 	$	1,873,050	 
	 
	 	 	 
	 
	 	 	 	 
	Liabilities and Partners’ Capital
	 	 	 	 
	 
	 	 	 	 
	Current liabilities:
	 	 	 	 
	Current portion of long-term debt and short-term borrowings
	 	 	39,282	 
	Accounts payable
	 	 	24,679	 
	Derivative liabilities
	 	 	9,821	 
	Payable to affiliates, net
	 	 	24,073	 
	Accrued expenses
	 	 	7,975	 
	Accrued interest
	 	 	319	 
	Deferred revenue
	 	 	—	 
	 
	 	 	 
	Total current liabilities
	 	 	106,149	 
	 
	 	 	 	 
	Long-term debt-
	 	 	313,577	 
	 
	 	 	 	 
	Other liabilities:
	 	 	 	 
	Derivative liabilities
	 	 	7,711	 
	Contractual obligations
	 	 	4,247	 
	Other
	 	 	23,845	 
	 
	 	 	 
	Total other liabilities
	 	 	35,803	 
	 
	 	 	 
	Total liabilities
	 	 	455,529	 
	 
	 	 	 
	 
	 	 	 	 
	Commitments and contingencies
	 	 	 	 
	 
	 	 	 	 
	Minority interest, affiliated company
	 	 	20,370	 
	 
	 	 	 	 
	Partners’ capital:-
	 	 	 	 
	Partners’ capital before accumulated other comprehensive loss
	 	 	1,413,461	 
	Accumulated other comprehensive loss
	 	 	(16,310	)
	 
	 	 	 
	Total partners’ capital
	 	 	1,397,151	 
	 
	 	 	 
	Total liabilities and partners’ capital
	 	$	1,873,050	 
	 
	 	 	 






 









 






ORION POWER NEW YORK, L.P. AND SUBSIDIARIES

STATEMENTS OF CONSOLIDATED OPERATIONS — AUDITED

Twelve Months Ending December 31, 2003

(Thousands of Dollars)




	 	 	 	 	 
	Operating revenue
	 	$	666,659	 
	 
	 	 	 	 
	Operating expenses:
	 	 	 	 
	Fuel
	 	 	129,786	 
	Fuel — affiliates
	 	 	124,932	 
	Purchased power
	 	 	3,915	 
	Operation and maintenance
	 	 	108,599	 
	General and administrative
	 	 	8,825	 
	General and administrative recorded
as non-cash capital contribution
from partners
	 	 	31,826	 
	Goodwill impairment
	 	 	485,039	 
	Taxes other than income taxes
	 	 	59,103	 
	Depreciation and amortization
	 	 	52,045	 
	 
	 	 	 
	Total operating expenses
	 	 	1,004,070	 
	 
	 	 	 
	 
	 	 	 	 
	Operating Income (loss)
	 	 	(337,411	)
	 
	 	 	 	 
	Interest expense, net
	 	 	(26,789	)
	 
	 	 	 	 
	Minority interest, affiliated company
	 	 	(1,879	)
	 
	 	 	 
	 
	 	 	 	 
	Net income (loss)
	 	$	(366,079	)
	 
	 	 	 






 









 






ORION POWER NEW YORK, L.P. AND SUBSIDIARIES

STATEMENTS OF CONSOLIDATED PARTNERS’ CAPITAL AND

COMPREHENSIVE INCOME (LOSS) — AUDITED

Twelve Months Ending December 31, 2003

(Thousands of Dollars)




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Orion Power New	 	 	Orion Power New	 	 	Total Partners’	 	 	Comprehensive	 
	 	 	York, GP, Inc.	 	 	York, LP, LLC	 	 	Capital	 	 	Income (Loss)	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Non-cash
capital contribution of general and administrative expenses
	 	 	64	 	 	 	31,762	 	 	 	31,826	 	 	 	 	 
	Non-cash
capital contribution of deferred financing costs
	 	 	15	 	 	 	7,460	 	 	 	7,475	 	 	 	 	 
	Non-cash capital contribution relating to the conversion
of accounts payable to capital
	 	 	20	 	 	 	9,880	 	 	 	9,900	 	 	 	 	 
	Capital contributions
	 	 	52	 	 	 	25,708	 	 	 	25,760	 	 	 	 	 
	Capital distributions
	 	 	(275	)	 	 	(137,062	)	 	 	(137,337	)	 	 	 	 
	Comprehensive loss:
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Net loss
	 	 	(732	)	 	 	(365,347	)	 	 	(366,079	)	 	$	(366,079	)
	Other comprehensive income (loss):
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Deferred loss from cash flow hedges
	 	 	(9	)	 	 	(4,635	)	 	 	(4,644	)	 	 	(4,644	)
	Reclassification of net deferred loss from cash flow
hedges into net loss
	 	 	18	 	 	 	8,922	 	 	 	8,940	 	 	 	8,940	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Comprehensive loss
	 	 	 	 	 	 	 	 	 	 	 	 	 	$	(361,783	)
	 	 	 	 	 	 
	Balance at December 31, 2003
	 	$	2,796	 	 	$	1,394,355	 	 	$	1,397,151	 	 	 	 	 
	 	 	 	 	 	 	 







 











 





ORION POWER NEW YORK, L.P. AND SUBSIDIARIES

STATEMENTS OF CONSOLIDATED CASH FLOWS — AUDITED

Twelve Months Ending December 31, 2003

(Thousands of Dollars)




	 	 	 	 	 
	Cash flows from operating activities:
	 	 	 	 
	 
	 	 	 	 
	Net income (loss)
	 	$	(366,079	)
	Adjustments to reconcile net income (loss) to net cash (used in)
provided by operating activities:
	 	 	 	 
	Capital contribution of allocated general and administrative
Expenses
	 	 	31,826	 
	Goodwill impairment
	 	 	485,039	 
	Depreciation and amortization
	 	 	52,045	 
	Amortization of revaluation of interest rate swaps
	 	 	(4,815	)
	Unrealized loss (gain) on derivative assets and liabilities
	 	 	1,933	 
	Amortization of deferred financing costs
	 	 	2,862	 
	Amortization of contractual rights and obligations
	 	 	10,759	 
	Minority interest
	 	 	1,879	 
	Change in assets and liabilities:
	 	 	 	 
	Restricted cash
	 	 	(583	)
	Accounts receivable, net
	 	 	(10,349	)
	Fuel inventory, materials and supplies
	 	 	(11,350	)
	Prepaid expenses and other current assets
	 	 	4,442	 
	Accounts payable
	 	 	16,420	 
	Receivable/payable to affiliates, net
	 	 	(4,313	)
	Accrued expenses
	 	 	787	 
	Accrued interest
	 	 	105	 
	Deferred revenue
	 	 	(1,902	)
	Other long-term liabilities
	 	 	292	 
	 
	 	 	 
	Net cash (used in) provided by operating activities
	 	 	208,998	 
	 
	 	 	 
	 
	 	 	 	 
	Cash flows from investing activities:
	 	 	 	 
	Capital expenditures
	 	 	(34,945	)
	 
	 	 	 
	Net cash used in investing activities
	 	 	(34,945	)
	 
	 	 	 
	 
	 	 	 	 
	Cash flows from financing activities:
	 	 	 	 
	Contributions from partners
	 	 	25,760	 
	Distributions to partners
	 	 	(137,337	)
	Payments on debt
	 	 	(17,663	)
	Payments of deferred financing costs
	 	 	(590	)
	 
	 	 	 
	Net cash used in financing activities
	 	 	(129,830	)
	 
	 	 	 
	 
	 	 	 	 
	Net change in cash and cash equivalents
	 	 	44,223	 
	Cash and cash equivalents, beginning of period
	 	 	51,320	 
	 
	 	 	 
	Cash and cash equivalents, end of period
	 	$	95,543	 
	 
	 	 	 
	Supplemental disclosure of cash flow information:
	 	 	 	 
	Cash paid for:
	 	 	 	 
	Interest (net of amounts capitalized)
	 	$	27,599	 
	 
	 	 	 






 









 






ORION POWER NEW YORK, L.P. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS — UNAUDITED

Twelve Months Ending December 31, 2004

(Thousands of Dollars)




	 	 	 	 	 
	Assets
	 	 	 	 
	 
	 	 	 	 
	Current assets:
	 	 	 	 
	Cash and Cash Equivalents
	 	 	580	 
	Accounts Receivable, net
	 	 	45,085	 
	Materials and supplies
	 	 	10,676	 
	Fuel Inventory
	 	 	16,770	 
	Prepaid insurance and property taxes
	 	 	19,156	 
	Other current assets
	 	 	4,178	 
	 
	 	 	 
	Total current assets
	 	 	96,445	 
	 
	 	 	 	 
	Property, plant and equipment, net
	 	 	952,369	 
	 
	 	 	 	 
	Other Assets:
	 	 	 	 
	Intangibles
	 	 	70,663	 
	 
	 	 	 
	Total other assets
	 	 	70,663	 
	 
	 	 	 
	Total assets
	 	 	1,119,477	 
	 
	 	 	 
	 
	 	 	 	 
	Liabilities and Partners’ Capital
	 	 	 	 
	 
	 	 	 	 
	Current liabilities:
	 	 	 	 
	Accounts Payable
	 	 	6,798	 
	Current other taxes payable
	 	 	8,192	 
	Other current liabilities, net
	 	 	6,955	 
	 
	 	 	 
	Total current liabilities
	 	 	21,945	 
	 
	 	 	 	 
	Other liabilities:
	 	 	 	 
	Benefit obligations
	 	 	11,877	 
	Other
	 	 	7,825	 
	 
	 	 	 
	Total other liabilities
	 	 	19,702	 
	 
	 	 	 
	Total liabilities
	 	 	41,647	 
	 
	 	 	 
	 
	 	 	 	 
	Partners’ capital
	 	 	 	 
	Total partners’ capital
	 	 	1,077,830	 
	 
	 	 	 
	Total liabilities and partners’ capital
	 	 	1,119,477	 
	 
	 	 	 






 









 






ORION POWER NEW YORK, L.P. AND SUBSIDIARIES

STATEMENTS OF CONSOLIDATED OPERATIONS — UNAUDITED

Twelve Months Ending December 31, 2004

(Thousands of Dollars)




	 	 	 	 	 
	Operating revenue
	 	$	625,831	 
	 
	 	 	 	 
	Operating expenses:
	 	 	 	 
	Fuel
	 	 	315,009	 
	Purchased power
	 	 	3,502	 
	Operation and maintenance
	 	 	104,023	 
	Taxes other than income taxes
	 	 	32,989	 
	Depreciation and amortization
	 	 	42,104	 
	 
	 	 	 
	Total operating expenses
	 	 	497,627	 
	 
	 	 	 
	 
	 	 	 	 
	 
	 	 	 
	Operating Income (loss)
	 	$	128,203	 
	 
	 	 	 











 









 








Schedule 4.04(b)

Companies Financial Statements




ASTORIA GENERATING COMPANY, LP AND

ORION POWER OPERATING SERVICES ASTORIA, INC




Consolidating balance sheet — UNAUDITED

Twelve Months Ending December 31, 2004

(Thousands of Dollars)




	 	 	 	 	 
	Assets
	 	 	 	 
	 
	 	 	 	 
	Current assets:
	 	 	 	 
	Cash and cash equivalents
	 	$	1,559	 
	Accounts receivable, net
	 	 	45,085	 
	Materials and supplies
	 	 	10,676	 
	Fuel Inventory
	 	 	16,770	 
	Prepaid insurance and property taxes
	 	 	19,156	 
	Other current assets
	 	 	4,179	 
	 
	 	 	 
	Total current assets
	 	 	97,424	 
	 
	 	 	 
	 
	 	 	 	 
	Property, plant and equipment, net
	 	 	952,369	 
	 
	 	 	 	 
	Other assets:
	 	 	 	 
	Other intangibles, net
	 	 	70,941	 
	Other
	 	 	(304	)
	 
	 	 	 
	Total other assets
	 	 	70,636	 
	 
	 	 	 
	Total assets
	 	$	1,120,430	 
	 
	 	 	 
	 
	 	 	 	 
	Liabilities and Partners’ Capital
	 	 	 	 
	Current liabilities:
	 	 	 	 
	Accounts payable
	 	 	6,775	 
	Taxes Payable
	 	 	4,989	 
	Other current liabilities
	 	 	2,965	 
	 
	 	 	 
	Total current liabilities
	 	 	14,729	 
	 
	 	 	 
	 
	 	 	 	 
	Other liabilities:
	 	 	 	 
	Benefits obligations
	 	 	11,877	 
	Other
	 	 	9,201	 
	 
	 	 	 
	Total other liabilities
	 	 	21,078	 
	 
	 	 	 
	Total liabilities
	 	 	35,807	 
	 
	 	 	 	 
	Partner’s capital
	 	 	1,084,623	 
	 
	 	 	 
	Total liabilities and partners’ capital
	 	$	1,120,430	 
	 
	 	 	 






 









 






ASTORIA GENERATING COMPANY, LP AND

ORION POWER OPERATING SERVICES ASTORIA, INC




Statement of consolidating operations — UNAUDITED

Twelve Months Ending December 31, 2004

(Thousands of Dollars)




	 	 	 	 	 
	Operating revenues:
	 	 	 	 
	Revenues
	 	$	625,831	 
	 
	 	 	 	 
	Operating expenses:
	 	 	 	 
	Fuel
	 	 	315,442	 
	Purchased Power
	 	 	3,069	 
	Operations and maintenance
	 	 	65,215	 
	Taxes other than income taxes
	 	 	33,857	 
	Depreciation and amortization
	 	 	42,104	 
	 
	 	 	 
	Total operating expenses
	 	 	459,687	 
	 
	 	 	 
	 
	 	 	 	 
	Operating income
	 	 	166,144	 
	 
	 	 	 	 
	 
	 	 	 
	Income Before Income Taxes
	 	$	166,144	 
	 
	 	 	 






 









 






ASTORIA GENERATING COMPANY, LP AND

ORION POWER OPERATING SERVICES ASTORIA, INC




Consolidating balance sheet — UNAUDITED

Twelve Months Ending December 31, 2003

(Thousands of Dollars)




	 	 	 	 	 
	Assets
	 	 	 	 
	 
	 	 	 	 
	Current assets:
	 	 	 	 
	Cash and cash equivalents
	 	$	36,224	 
	Accounts receivable, net
	 	 	38,003	 
	Materials and supplies
	 	 	9,162	 
	Fuel Inventory
	 	 	12,778	 
	Derivative assets
	 	 	2,796	 
	Prepaid insurance and property taxes
	 	 	878	 
	Other current assets
	 	 	4,178	 
	 
	 	 	 
	Total current assets
	 	 	104,020	 
	 
	 	 	 
	 
	 	 	 	 
	Property, plant and equipment, net
	 	 	977,413	 
	 
	 	 	 	 
	Other assets:
	 	 	 	 
	Other intangibles, net
	 	 	79,933	 
	Other
	 	 	23	 
	 
	 	 	 
	Total other assets
	 	 	79,956	 
	 
	 	 	 
	Total assets
	 	$	1,161,388	 
	 
	 	 	 
	 
	 	 	 	 
	Liabilities and Partners’ Capital
	 	 	 	 
	Current liabilities:
	 	 	 	 
	Accounts payable
	 	 	17,547	 
	Current other taxes payable
	 	 	2,857	 
	Derivative liabilities
	 	 	1,216	 
	Other current liabilities
	 	 	3,492	 
	 
	 	 	 
	Total current liabilities
	 	 	25,113	 
	 
	 	 	 
	 
	 	 	 	 
	Other liabilities:
	 	 	 	 
	Benefits obligations
	 	 	11,141	 
	Other
	 	 	9,470	 
	 
	 	 	 
	Total other liabilities
	 	 	20,611	 
	 
	 	 	 
	Total liabilities
	 	 	45,724	 
	 
	 	 	 
	 
	 	 	 	 
	Partner’s capital
	 	 	1,115,664	 
	 
	 	 	 
	Total liabilities and partners’ capital
	 	$	1,161,388	 
	 
	 	 	 






 









 






ASTORIA GENERATING COMPANY, LP AND

ORION POWER OPERATING SERVICES ASTORIA, INC




Statement of consolidating operations — UNAUDITED

Twelve Months Ending December 31, 2003

(Thousands of Dollars)




	 	 	 	 	 
	Operating revenues:
	 	 	 	 
	Revenues
	 	$	549,140	 
	 
	 	 	 	 
	Operating expenses:
	 	 	 	 
	Fuel
	 	 	254,777	 
	Purchased Power
	 	 	2,878	 
	Operations and maintenance
	 	 	67,841	 
	Taxes other than income taxes
	 	 	35,786	 
	Depreciation and amortization
	 	 	40,380	 
	 
	 	 	 
	Total operating expenses
	 	 	401,661	 
	 
	 	 	 
	 
	 	 	 	 
	Operating income
	 	 	147,479	 
	 
	 	 	 	 
	 
	 	 	 
	Net Loss
	 	$	147,479	 
	 
	 	 	 






 









 






ASTORIA GENERATING COMPANY, LP AND

ORION POWER OPERATING SERVICES ASTORIA, INC




Consolidating balance sheet — UNAUDITED

Twelve Months Ending December 31, 2002

(Thousands of Dollars)




	 	 	 	 	 
	Assets
	 	 	 	 
	 
	 	 	 	 
	Current assets:
	 	 	 	 
	Cash and cash equivalents
	 	$	6,887	 
	Accounts receivable, net
	 	 	30,681	 
	Materials and supplies
	 	 	7,990	 
	Fuel Inventory
	 	 	3,385	 
	Derivative assets
	 	 	4,999	 
	Prepaid insurance and property taxes
	 	 	739	 
	Other current assets
	 	 	12,336	 
	 
	 	 	 
	Total current assets
	 	 	67,017	 
	 
	 	 	 
	 
	 	 	 	 
	Property, plant and equipment, net
	 	 	983,875	 
	 
	 	 	 	 
	Other assets:
	 	 	 	 
	Derivative assets -
	 	 	1,529	 
	Other intangibles, net
	 	 	89,753	 
	Other intangibles, net
	 	 	4,451	 
	 
	 	 	 
	Total other assets
	 	 	95,733	 
	 
	 	 	 
	Total assets
	 	$	1,146,625	 
	 
	 	 	 
	 
	 	 	 	 
	Liabilities and Partners’ Capital
	 	 	 	 
	Current liabilities:
	 	 	 	 
	Accounts payable
	 	 	7,184	 
	Current other taxes payable
	 	 	128	 
	Deferred federal income taxes payable
	 	 	251	 
	Derivative liabilities
	 	 	2,533	 
	Other current liabilities
	 	 	11,291	 
	 
	 	 	 
	Total current liabilities
	 	 	21,386	 
	 
	 	 	 
	Long-term debt -
	 	 	 	 
	 
	 	 	 	 
	Other liabilities:
	 	 	 	 
	Derivative liabilities -
	 	 	488	 
	Benefits obligations
	 	 	9,255	 
	Other
	 	 	7,876	 
	 
	 	 	 
	Total other liabilities
	 	 	17,619	 
	 
	 	 	 
	Total liabilities
	 	 	39,005	 
	 
	 	 	 
	 
	 	 	 	 
	Partner’s capital
	 	 	1,107,620	 
	 
	 	 	 
	Total liabilities and partners’ capital
	 	$	1,146,625	 
	 
	 	 	 






 









 






ASTORIA GENERATING COMPANY, LP AND

ORION POWER OPERATING SERVICES ASTORIA, INC




Statement of consolidating operations — UNAUDITED

For the period from February 19, 2002 ending December 31, 2002

(Thousands of Dollars)




	 	 	 	 	 
	Operating revenues:
	 	 	 	 
	Revenues
	 	$	456,154	 
	 
	 	 	 	 
	Operating expenses:
	 	 	 	 
	Fuel
	 	 	186,523	 
	Purchased Power
	 	 	452	 
	Operations and maintenance
	 	 	47,886	 
	Taxes other than income taxes
	 	 	28,425	 
	Depreciation and amortization
	 	 	35,092	 
	 
	 	 	 
	Total operating expenses
	 	 	298,377	 
	 
	 	 	 
	 
	 	 	 	 
	Operating income (loss)
	 	 	 	 
	Revenue from investments in subs -
	 	 	157,777	 
	 
	 	 	 	 
	 
	 	 	 
	Net Loss
	 	$	157,777	 
	 
	 	 	 







 











 





Schedule 4.04(c)

June 30, 2005 Balance Sheets

(unaudited)




ASTORIA GENERATING COMPANY, LP

Balance sheet — UNAUDITED

Six Months Ending June 30, 2005

(Thousands of Dollars)




	 	 	 	 	 
	Assets
	 	 	 	 
	 
	 	 	 	 
	Current assets:
	 	 	 	 
	Cash and cash equivalents
	 	 	2	 
	Accounts receivable, net
	 	 	100,041	 
	Materials and supplies
	 	 	11,989	 
	Fuel Inventory
	 	 	19,434	 
	Prepaid insurance and property taxes
	 	 	9,103	 
	Other current assets*
	 	 	3,000	 
	 
	 	 	 
	Total current assets
	 	 	143,567	 
	 
	 	 	 
	 
	 	 	 	 
	Property, plant and equipment, net
	 	 	939,974	 
	 
	 	 	 	 
	Other assets:
	 	 	 	 
	Other intangibles, net
	 	 	69,776	 
	Other deferred debits
	 	 	(159	)
	Total other assets
	 	 	69,617	 
	 
	 	 	 
	Total assets
	 	$	1,153,159	 
	 
	 	 	 
	 
	 	 	 	 
	Liabilities and Partners’ Capital
	 	 	 	 
	Current liabilities:
	 	 	 	 
	Accounts payable
	 	 	11,403	 
	Payable to affiliates
	 	 	34,507	 
	Accrued expenses
	 	 	265	 
	Other current liabilities
	 	 	2,135	 
	 
	 	 	 
	Total current liabilities
	 	 	48,311	 
	 
	 	 	 
	 
	 	 	 	 
	Other liabilities:
	 	 	 	 
	Benefits obligations
	 	 	12,520	 
	Other**
	 	 	9,510	 
	 
	 	 	 
	Total other liabilities
	 	 	22,030	 
	 
	 	 	 
	Total liabilities
	 	 	70,341	 
	 
	 	 	 
	 
	 	 	 	 
	Partner’s capital
	 	 	1,082,818	 
	 
	 	 	 
	Total liabilities and partners’ capital
	 	$	1,153,159	 
	 
	 	 	 







 




			
	*	 	As of June 30, 2005, Other current assets includes an
additional $1.2 million.
	 
	**	 	As of June 30, 2005, Other liabilities includes an additional $665,000.




 









 










ASTORIA GENERATING COMPANY, LP

Statement of Operations — UNAUDITED

Six Months Ending June 30, 2005

(Thousands of Dollars)




	 	 	 	 	 
	Operating revenues:
	 	 	 	 
	Revenues
	 	$	353,992	 
	 
	 	 	 	 
	Operating expenses:
	 	 	 	 
	Fuel
	 	 	115,561	 
	Fuel — affiliates
	 	 	81,313	 
	Purchased Power
	 	 	1,783	 
	Operations and maintenance
	 	 	50,724	 
	Taxes other than income taxes
	 	 	16,736	 
	Depreciation and amortization
	 	 	23,944	 
	 
	 	 	 
	Total operating expenses
	 	 	290,061	 
	 
	 	 	 
	 
	 	 	 	 
	Operating income)
	 	 	63,931	 
	 
	 	 	 	 
	 
	 	 	 
	Income before income taxes
	 	$	63,931	 
	 
	 	 	 






 









 






ORION POWER OPERATING SERVICES ASTORIA, INC.

Balance sheet — UNAUDITED

Six Months Ending June 30, 2005

(Thousands of Dollars)




	 	 	 	 	 
	Assets
	 	 	 	 
	 
	 	 	 	 
	Current assets:
	 	 	 	 
	Cash and cash equivalents
	 	 	14	 
	 
	 	 	 	 
	 
	 	 	 
	Total current assets
	 	 	14	 
	 
	 	 	 
	 
	 	 	 	 
	Total assets
	 	$	14	 
	 
	 	 	 
	 
	 	 	 	 
	Liabilities and Partners’ Capital
	 	 	 	 
	Current liabilities:
	 	 	 	 
	Accounts payable
	 	 	196	 
	Accrued expenses
	 	 	84	 
	Other current liabilities
	 	 	465	 
	 
	 	 	 
	Total current liabilities
	 	 	745	 
	 
	 	 	 
	 
	 	 	 	 
	Other liabilities:
	 	 	 	 
	Other
	 	 	1,300	 
	 
	 	 	 
	Total other liabilities
	 	 	1,300	 
	 
	 	 	 
	Total liabilities
	 	 	2,045	 
	 
	 	 	 
	 
	 	 	 	 
	Partner’s capital
	 	 	(2,031	)
	 
	 	 	 
	Total liabilities and partners’ capital
	 	$	14	 
	 
	 	 	 





 









 






ORION POWER OPERATING SERVICES ASTORIA, INC.

Statement of operations — UNAUDITED

Six Months Ending June 30, 2005

(Thousands of Dollars)




	 	 	 	 	 
	Operating revenues:
	 	$	—	 
	 
	 	 	 	 
	Operating expenses:
	 	 	 	 
	Operations and maintenance
	 	 	(2.1	)
	 
	 	 	 	 
	Taxes other than income taxes
	 	 	2.1	 
	 
	 	 	 
	 
	 	 	 	 
	Total operating expenses
	 	 	0.0	 
	 
	 	 	 
	 
	 	 	 	 
	Operating income (loss)
	 	 	0.0	 
	 
	 	 	 	 
	 
	 	 	 
	Net Income
	 	$	0	 
	 
	 	 	 






 









 






ASTORIA GENERATING COMPANY, LP

Balance sheet — UNAUDITED

Six Months Ending June 30, 2004

(Thousands of Dollars)




	 	 	 	 	 
	Assets
	 	 	 	 
	Current assets:
	 	 	 	 
	Cash and cash equivalents
	 	 	30,411	 
	Accounts receivable, net
	 	 	62,043	 
	Materials and supplies
	 	 	9,820	 
	Fuel Inventory
	 	 	9,363	 
	Prepaid insurance and property taxes
	 	 	1,313	 
	Other current assets
	 	 	7,493	 
	 
	 	 	 
	Total current assets
	 	 	120,445	 
	 
	 	 	 
	 
	 	 	 	 
	Property, plant and equipment, net
	 	 	964,820	 
	 
	 	 	 	 
	Other assets:
	 	 	 	 
	Other intangibles, net
	 	 	74,151	 
	Other deferred debits
	 	 	(70	)
	 
	 	 	 	 
	 
	 	 	 
	Total other assets
	 	 	74,081	 
	 
	 	 	 
	Total assets
	 	$	1,159,345	 
	 
	 	 	 
	 
	 	 	 	 
	Liabilities and Partners’ Capital
	 	 	 	 
	Current liabilities:
	 	 	 	 
	Accounts payable
	 	 	7,451	 
	Accrued expenses
	 	 	4,282	 
	Other current liabilities
	 	 	2,333	 
	 
	 	 	 
	Total current liabilities
	 	 	14,066	 
	 
	 	 	 
	 
	 	 	 	 
	Other liabilities:
	 	 	 	 
	Benefits obligations
	 	 	12,210	 
	Other
	 	 	9,770	 
	 
	 	 	 
	Total other liabilities
	 	 	21,981	 
	 
	 	 	 
	Total liabilities
	 	 	36,047	 
	 
	 	 	 
	Minority Interest -
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 
	Partner’s capital
	 	 	1,123,298	 
	 
	 	 	 
	Total liabilities and partners’ capital
	 	$	1,159,345	 
	 
	 	 	 







 












 





ASTORIA GENERATING COMPANY, LP

Statement of operations — UNAUDITED

Six Months Ending June 30, 2004

(Thousands of Dollars)




	 	 	 	 	 
	Operating revenues:
	 	 	 	 
	Revenues
	 	$	289,209	 
	 
	 	 	 	 
	Operating expenses:
	 	 	 	 
	Fuel
	 	 	79,351	 
	Fuel — affiliates
	 	 	60,136	 
	Purchased Power
	 	 	1,736	 
	Operations and maintenance
	 	 	37,270	 
	General and administrative -
Taxes other than income taxes
	 	 	18,572	 
	Depreciation and amortization
	 	 	20,281	 
	 
	 	 	 
	Total operating expenses
	 	 	217,346	 
	 
	 	 	 
	 
	 	 	 	 
	Operating income
	 	 	71,863	 
	 
	 	 	 	 
	 
	 	 	 
	Income before income taxes
	 	$	71,863	 
	 
	 	 	 






 









 






ORION POWER OPERATING SERVICES ASTORIA, INC

Balance sheet — UNAUDITED

Six Months Ending June 30, 2004

(Thousands of Dollars)




	 	 	 	 	 
	Assets
	 	 	 	 
	Current assets:
	 	 	 	 
	Cash and cash equivalents
	 	$	2,096	 
	Accounts receivable, net
	 	 	3	 
	 
	 	 	 	 
	 
	 	 	 
	Total current assets
	 	 	2,099	 
	 
	 	 	 	 
	 
	 	 	 
	Total assets
	 	$	2,099	 
	 
	 	 	 
	 
	 	 	 	 
	Liabilities and Partners’ Capital
	 	 	 	 
	Current liabilities:
	 	 	 	 
	Accounts payable
	 	 	157	 
	Accrued expenses
	 	 	10	 
	Other current liabilities
	 	 	310	 
	 
	 	 	 
	Total current liabilities
	 	 	478	 
	 
	 	 	 
	 
	 	 	 	 
	Other liabilities:
	 	 	 	 
	Other
	 	 	714	 
	 
	 	 	 
	Total other liabilities
	 	 	714	 
	 
	 	 	 
	Total liabilities
	 	 	1,192	 
	 
	 	 	 
	 
	 	 	 	 
	Partner’s capital
	 	 	907	 
	 
	 	 	 
	Total liabilities and partners’ capital
	 	$	2,099	 
	 
	 	 	 






 









 







ORION POWER OPERATING SERVICES ASTORIA, INC

Statement of operations — UNAUDITED

Six Months Ending June 30, 2004

(Thousands of Dollars)




	 	 	 	 	 
	Operating revenues:
	 	$	—	 
	 
	 	 	 	 
	Operating expenses:
	 	 	 	 
	Operations and maintenance
	 	 	(2,033	)
	Taxes other than income taxes
	 	 	1	 
	 
	 	 	 	 
	 
	 	 	 
	Total operating expenses
	 	 	(2,032	)
	 
	 	 	 
	 
	 	 	 	 
	Operating income (loss)
	 	 	(2,032	)
	 
	 	 	 
	 
	 	 	 	 
	Interest expense, net
	 	 	 	 
	 
	 	 	 
	Net Income
	 	$	(2,032	)
	 
	 	 	 






 










 






Schedule 4.05(a)

Certain Company Liabilities



Under a New York Department of Environmental Conservation order, Astoria Generating Station is
required to evaluate certain technical changes to modify its intake cooling systems. Depending on
the outcome of the discussions regarding the technical changes, if any, that are required to be
implemented, including the form of technology ultimately selected, it is estimated that it will be
required to make approximately $75 million in capital expenditures over a four-year period in order
to comply with this order. Astoria began construction of an initial pilot intake structure in April
2005 and also initiated steps to begin the determination of the extent, if any, of subsequent
intake structure modifications.





 









 








Schedule 4.05(b)

Certain Developments



None






 









 








Schedule 4.06

Litigation





	1.	 	Arra Ashjian v. Orion Power Holdings, Inc. et al.
	 
	2.	 	James D. Lee v. Astoria Generating Company, L.P. et al.
	 
	3.	 	Jamie Roldan and Elaine Roldan v. Astoria Generating Company, L.P. et al.
	 
	4.	 	Robert J. Reidt v. Astoria Generating Company, L.P. et al.
	 
	5.	 	Elsayed Eldoh v. Astoria Generating Company, L.P. et al.
	 
	6.	 	The Utility Workers Union of America, Local 1-2 (the “UWUA Local”) has informed Reliant
Energy, Inc. (“Reliant”) by letters dated February 4, 2005 and April 25, 2005, respectively,
that, as a result of Reliant’s change of the gas turbine operators’ shift schedules from a
five-week cycle to a six-week cycle at the Narrows Gas Turbine Facility without the gas
turbine operators’ consent, (1) the UWUA Local considers the shift change a violation of the
National Labor Relations Act and of the existing Collective Bargaining Contract, (2) the UWUA
Local’s General Counsel has been authorized to file an Unfair Labor Practice Charge with the
National Labor Relations Board (the “NLRB”), and (3) the UWUA Local seeks to arbitrate the
issue.
	 
	7.	 	Workers Compensation Claim No. 205287218
	 
	8.	 	Workers Compensation Claim No. 205263467
	 
	9.	 	Workers Compensation Claim No. 205298951
	 
	10.	 	Workers Compensation Claim No. 205259489
	 
	11.	 	Workers Compensation Claim No. 205267150
	 
	12.	 	Workers Compensation Claim No. 205278629
	 
	13.	 	Workers Compensation Claim No. 205277087
	 
	14.	 	Workers Compensation Claim No. 205289441




 









 











Schedule 4.07

Compliance with Laws



1. New York State Department of Environmental Conservation Modified Order on Consent DEC File
No. CO2-19990430-28



There is a Modified Order on Consent with New York State Department of Environmental Conservation
for Astoria Generating Company, LP, covering conditions at Astoria Station and Narrows. This
Consent Order has been modified four times.



The dates of 2007 and 2008 for the completion of the Repowering Project (which will end the
once-through cooling at the Astoria Station), will have to be renegotiated with the New York State
Department of Environmental Conservation (“NYSDEC”) in order to be extended. The construction of
the repowered intake test bay commenced April 30, 2005, in accordance with modified provisions of
the Astoria Consent Order and the SPDES permit. The development and submittal of a Final Action
Plan for the intake of the existing once-through cooling system has been stayed at this time.



2. New York State Department of Environmental Conservation March 30, 2005 Request for
Information



The Astoria Station received a Request for Information (RFI) dated March 30, 2005 regarding the
need for priority pollutant analyses and other information to be used to support a BTA
determination under 6NYCRR Part 704.5 and 40 CFR Part 125.95. The original due date for submission
of this material was May 30, 2005. NYSDEC approved a request to extend the submittal date to
September 30, 2005. This work has been completed and will be submitted to NYSDEC on September 30,
2005.



3. Repowering Extension of Expiration of Prevention of Significant Deterioration (“PSD”) Air
Quality Permit at Astoria Station



NYSDEC granted a request for extension of the expiration of the PSD Permit for construction of the
Repowering Project at the Astoria Station to June 9, 2006.



4. Extension of Expiration of Aeronautical Study at Astoria Station



The FAA granted a request for extension of the expiration of the aeronautical study for the
Repowering Project at the Astoria Station to December 16, 2005.



5. Astoria Mounded Tanks



A study of the viability of adding additional containment to the Astoria Mounded Tanks was
submitted to the NYSDEC and USEPA in July 2005. A study was submitted to NYSDEC and USEPA on
September 27, 2004 that addresses the adequacy of containment for the existing configuration.






 









 







6. Narrows Mounded Tanks



The current response to the Consent Order requires the retirement of mounded tanks KER-4 and KER-5
at Narrows by the end of 2005. The tanks have been cleaned and are awaiting NYSDEC approval to
complete the retirement process.



7. Astoria Hazardous Waste Drain Line



Remediation of the drain line containing traces of PCB contamination, which was discovered as
during the closure of the former Hazardous Waste Storage Area, will begin in the 4th Quarter 2005.



8. Astoria Exposure Assessment



Development of an exposure assessment that evaluates current and potential exposures to
contaminated media at the Astoria Station is required to be filed with NYSDEC. Work on an
assessment involving a possible leak discovered during the cleaning of tank FO6-5 is underway.
Submission of the findings of this assessment to NYSDEC is expected in the 4th Quarter 2005.





 












 





Schedule 4.07 — Attachment

List of Violations




	 	 	 	 	 	 	 	 	 	 	 
	Date	 	Facility	 	Agency	 	Event	 	Event Description	 	Status / Resolution / Documentation
	28-Oct-02

	 	Astoria
	 	CNY- ECB
	 	NOV
	 	Failure to take
sample of wastewater
discharge
	 	Closed — $250 fine
	 
	 	 	 	 	 	 	 	 	 	 
	12/11/2002

	 	Astoria
	 	NYDEC
	 	NOV
	 	2 NOVs for failure
to submit a
semi-annual report
and multiple
quarterly monitoring
reports
	 	Closed — Final Consent Issued; penalty of $18,500 paid.
	 
	 	 	 	 	 	 	 	 	 	 
	7/31/2002

	 	Astoria
	 	NYDEC
	 	Permit Limit

Exceedance
	 	Oil and Grease
exceedances from
Outfalls 001 and
002. Exceedances
reported to NYSDEC
on DMRs.
	 	Closed — Final Consent Issued; penalty of $18,500 paid. — the Final Consent Order and
penalty have been combined with the Title V NOVs — see item dated 12/11/02.
	 
	 	 	 	 	 	 	 	 	 	 
	4/7/2004

	 	Astoria
	 	NYDEC
	 	NOV
	 	Station received NOV
via a letter
pertaining to the
3/3/04 SPDES permit
inspection stating
the department had
not received sample
results by required
date of August 6,
2003.
	 	Closed — Station submitted sample results to the DEC on July 2, 2004; waiting confirmation of
Department’s review and acceptance of results.
	 
	 	 	 	 	 	 	 	 	 	 
	5/22/2004

	 	Astoria
	 	ECB City of NY
	 	NOV
	 	Complaint regarding
a contractors
asbestos abatement.
	 	Closed — A hearing before the New York City Department of Environmental Protection (NYCDEP)
Environmental Control Board (ECB) was held on 11/16/04. The contractor was successful having
one of the three violations dismissed (the violation regarding plastic on the walls). The
contractor paid a fine of $6,000 for the two remaining violations. Reliant had already paid
the full amount of $9,000, prior to the hearing. The contractor will reimburse Reliant the
total $9,000, but will be setting up a meeting with the ECB to try and get a “refund” for the
$3,000 on the dismissed violation.
	 
	 	 	 	 	 	 	 	 	 	 
	15-May-03

	 	Narrows
	 	NYC-DEP
	 	Notice of Violation
and Hearing
	 	Aledged failure to
file the Community
Right - to - Know
inventory report
(Tier II reports)
for year 2002 by
03/01/03.
	 	Closed — Jim Gregory appeared before the Environmental Control Board on 07/16/03. Jim
presented a copy of the inventory and transmittal letter along with a copy of the cancelled
check for Narrows. The Hearing Officer/Board dismissed the issue. No written notice of
dismissal was provided by the board. No fine issued due to dismissal.
	 
	 	 	 	 	 	 	 	 	 	 
	09/28/04

Modification #3

05/21/03

Modification #2


07/06/01

Modification #1


09/11/00 Original

	 	Astoria, Gowanus
and Narrows
	 	NYSDEC
	 	Consent Order
	 	Orion Power accepted
all responsibilities
of a
multi-disciplinary
Consent Order
requiring
remediation and
other corrective
work as part of the
divestiture
transaction with
ConEd,
	 	OPEN — Compliance activities continue with respect to remediation, opacity reduction, tank
repairs, and mitigation of cooling water intake impacts. 


Appendix 1: Intake Structures and Thermal Discharges


•   Construction of a test portion of the intake structure
began on April 30, 2005 in
accordance with modified provisions of the Astoria Consent Order and the SPDES permit.


Appendix 2: Tank Repairs/ Containment


•   Cleaned/ repaired two of four mounded tanks
(Tank FO6-6 cleaning/ inspection in-process)


•   Submitted a feasibility study to NYSDEC and USEPA
in September 2004 evaluating the
feasibility of secondary containment for the mounded tanks...awaiting comments from agency. 


Appendix 3: Opacity Reduction


•   An opacity reduction program is in place with Quarterly
reporting requirements. 


Appendix 4: Pipeline Testing






 









 






	 	 	 	 	 	 	 	 	 	 	 
	Date	 	Facility	 	Agency	 	Event	 	Event Description	 	Status / Resolution / Documentation
	 

	 	 	 	 	 	 	 	 	 	•   All required testing has been satisfactorily
completed. 


Appendix 5: Areas of Concern (AOCs)


•   Continue implementation of the Interim Corrective Measures (IRMs) in Area 3 of the Fuel Oil
Tank Farm (FOTF) and Area 9 to address the presence of free-phase product in the subsurface


•   Implement scope of work to address the presence of PCBs in the 12-inch diameter storm sewer
drain line associated with the former Astoria Hazardous Waste Storage Area (HWSA).


•   Continue planning for investigating the Tank FO6-5 releases (small holes in the bottom of
Astoria Tank FO6-5).


•   NYSDEC issued Astoria complex-wide cleanup criteria Specific Areas of Concern (AOCs) at
Astoria require corrective measures


•   In a letter dated May 28, 2004 the NYSDEC indicated their acceptance of the timeline for
implementing the Final SCR recommendations for the AGS and the methodology described for
complying with the NYSDOH July 16, 2002 guidance memorandum regarding carcinogenic polycyclic
aromatic hydrocarbons (cPAHs).


•   Continue communications and coordination with the NYSDEC and NYSDOH regarding the Final SCR
Addendum (that includes the site-specific B(a)P action level analysis and results).


•   A Work Plan to address soil impacts within Area 4 will be prepared following receipt of the
NYSDEC and NYSDOH written acceptance of a site-specific B(a)P action level presented in the
Final SCR Addendum. 

	 
	 	 	 	 	 	 	 	 	 	 
	9-Dec-04

	 	Astoria
	 	NYSDEC
	 	Permit Limit

Exceedance
	 	Grease & Oil (Weekly)
	 	Closed — Oil absorbent pads and socks were replaced at separator. Quarterly services of
separator performed in early February 2005.
	 
	 	 	 	 	 	 	 	 	 	 
	12-Dec-04

	 	Astoria
	 	NYSDEC
	 	Permit Limit

Exceedance
	 	Grease & Oil (Weekly)
	 	Open — Technical Services and Station personnel are working on the following activities to
address the exceedances. Activities should be completed in the 4th Qtr.
2005.


•   Calculate the new orifice size for the OWS, and install.


•   Remove the discs from the check valves. Doing this will allow the
floor trenches to act as
a reservoir for all units. Currently, the flow from 2,3 and 4 can back up into the floor
trenches, but 5 must flow directly into the separator.


•   Spec new sump pumps that will not emulsify an oil/water mix.


•   Determine whether the existing separator can have additional coalescing
plates installed.
If not, modify the plate frame to accept additional plates (weight of additional plates may
be an issue)


•   Investigate the installation of a secondary coalescer
(mesh pack) in the existing separator.


•   Spec a skimmer for each sump.


•   Review the sampling protocol. The sample should be taken
from the discharge chamber of the
separator rather than the discharge pipe.

	 
	 	 	 	 	 	 	 	 	 	 
	20-Dec-04

	 	Astoria
	 	NYSDEC
	 	Permit Limit

Exceedance
	 	Grease & Oil (Weekly)
	 	Open — Technical Services and Station personnel are working on the following activities to
address the exceedances. Activities should be completed in the 4th Qtr. 2005.


•   Calculate the new orifice size for the OWS, and install.


•   Remove the discs from the check valves. Doing this will allow the
floor trenches to act as
a reservoir for all units. Currently, the flow from 2,3 and 4 can back up into the floor
trenches, but 5 must flow directly into the separator.


•   Spec new sump pumps that will not emulsify an oil/water mix.


•   Determine whether the existing separator can have additional coalescing
plates installed.
If not, modify the plate frame to accept additional plates (weight of additional plates may
be an issue)


•   Investigate the installation of a secondary coalescer
(mesh pack) in the existing separator.


•   Spec a skimmer for each sump.


•   Review the sampling protocol. The sample should be taken from
the discharge chamber of the
separator rather than the discharge pipe.

	 
	 	 	 	 	 	 	 	 	 	 
	11-Jan-05

	 	Astoria
	 	OPNY
	 	Reportable Spill
	 	 	 	Closed — A gallon of dieletric fluid spilled onto a secondary containment from the C Phase of
feeder 12G03K. The spill was attributed to equipment failure.







 









 






	 	 	 	 	 	 	 	 	 	 	 
	Date	 	Facility	 	Agency	 	Event	 	Event Description	 	Status / Resolution / Documentation
	5-Mar-05

	 	Astoria
	 	USCG & NYDEC
	 	Reportable Spill
	 	 	 	Closed — 200 gallons of #6 Fuel Oil spilled on to the delivering barge, during fuel oil
transfer to the storage tanks.
	 
	 	 	 	 	 	 	 	 	 	 
	11-Apr-05

	 	Astoria
	 	USEPA
	 	Administrative
	 	Failure to implement
an SPCC Plan in
accordance with 40
CFR §112.7 and
§112.8.
	 	Closed — Written response to EPA was provided on June 14, 2005.
	 
	 	 	 	 	 	 	 	 	 	 
	1-May-05

	 	Astoria
	 	NYSDEC
	 	Permit Limit

Exceedance
	 	Grease & Oil (Daily)
— There was one
exceedance.
	 	Open — The exceedance was reported to NYSDEC in the monthly Discharge Monitoring Report
(DMR). No other correpondence.
	 
	 	 	 	 	 	 	 	 	 	 
	5-May-05

	 	Astoria
	 	USGC & NYDEC
	 	Reportable Spill
	 	A hydraulic line
leaked spattering
oil on the adjacent
barge and dock area
while system was
active,
approximately 8 oz.
of hydraulic oil
spilled. None of the
oil entered the
waterway.
	 	Closed — The hydraulic oil line was secured and the system will be drained for repair. A
courtesy notification was made to local agencies, but this was not a reportable spill per
regulation.
	 
	 	 	 	 	 	 	 	 	 	 
	18-Jun-05

	 	Narrows
	 	National Response
Center,
USCG,
NYSDEC
and NYCDEP
	 	Reportable Spill
	 	On 18 JUN 05 at
approx. 0830 hours,
Gas Turbine Operator
Robert Rotelli
noticed a petroleum
odor on the pier
near NARROWS #1 gas
turbine barge. Upon
further
investigation, he
observed a drip of
oil coming through a
dock drain line into
the water. The rate
was about one drip
every 15-30 seconds.
A sheen was
observed on the
surface of the
water. There were
no fuel oil systems
in operation at the
time and the supply
piping had been
previously isolated.
The station was
burning gas.	 	Closed — The station forces immediately deployed absorbent materials in the water adjacent to
the barge and pier. The One Hour Responder, Ken’s Marine, was called to the site and placed
additional absorbent materials near the permanent containment boom. A vacuum truck was
requested to evacuate the isolated fuel oil piping. The estimated amount of fuel oil
released was ten gallons. No evidence was found to indicate that any oil had entered the
waterway outside of the boom. The drain port in the dock where the oil drip was observed
was packed with oil absorbent material. The next step is to put a plug into the drain
opening. The next step is to drain and remove the swivel joint piping sections that connect
the dock piping to the gas turbine barges for inspection. 


Notifications:


The incident was reported IAW the USCG Facility Response Plan. The phone call list contains
the details of the calls. At 1500 hours, the NYC Department of Environmental Protection
Emergency Response Investigator, Dennis Huacon, from the Pollution Prevention Section arrived
and made a brief site investigation. He was satisfied with our efforts and said that this
did not have any effect on NYC facilities.
	 
	 	 	 	 	 	 	 	 	 	 
	24-Aug-05

	 	Gowanus
	 	National Response
Center, USCG,
NYSDEC and NYCDEP
	 	Reportable Spill
	 	Approximately one
half gallon of
turbine lube oil
sprayed onto
adjacent surfaces on
the power generation
barge and dock
surfaces. The
incident was caused
by a small leak in
the lube oil system.
Additional
absorbent material
was placed on the
surface of the water
as a contingency
measure.
	 	Open — Absorbent material was placed on the surface of the water as a contingency measure.
All areas that had any evidence of lube oil spray were cleaned. Several feet of wooden dock
stringer that had oil on the surface was removed. The failed fitting was
replaced.Notifications in accordance with the station spill response plans were made.







 











 





Schedule 4.08

Material Contracts



(i) Standby Rate Agreement between Astoria Generating Company, L.P. and Consolidated Edison Company
of New York, Inc. dated April 10, 2003




     Master Power Purchase and Sale Agreement between Astoria Generating Company, L.P. and
Constellation Power Source, Inc. and confirmation dated November 24, 2003



     Master Power Purchase and Sale Agreement between Astoria Generating Company, L.P. and Dominion
Energy Marketing, Inc. and confirmation dated December 10, 2003



     Steam Price Letter Agreement between Astoria Generating Company, L.P. and Consolidated Edison
Company of New York, Inc. dated August 20, 1999



     Service Agreement for New York ISO Market Administration and Control Area Services Tariff by
and between the New York Independent System Operator and Astoria Generating Company, L.P. dated
September 15, 1999



     Fuel Oil Contract No. S40821 between Astoria Generating Company, L.P. and Sunoco, Inc. (R&M)
dated July 1, 2004



     Spot Fuel Oil purchase under the Trafigura contract dated as of September 16, 2005, for the
purchase of approximately 75,000 barrels of No. 6 Fuel Oil with 0.3 percent Sulfur high pour for
the delivery period from October 1, 2005 through October 31, 2005


(ii) Service Agreement for Firm Point-to-Point Transmission Service by and between New York
Independent System Operator and Astoria Generating Company, L.P. dated September 15, 1999




     Service Agreement for Non-Firm Point-to-Point Transmission Service by and between New York
Independent System Operator and Astoria Generating Company, L.P. dated September 15, 1999



     Master Storage and Product Handling Agreement No. 33-04-02-997 between Sunoco, Inc. (R&M) and
Astoria Generating Company, L.P. dated February 24, 2004



     Storage and Product Handling Agreement No. 36-01-04-799 (Standard Terms and Conditions
Revision) between Sunoco, Inc. (R&M) and Astoria Generating Company, L.P. dated March 5, 2004



     Service Agreement for Non-Core Transportation Service for Electric Generation between Astoria
Generating Company, L.P. and The Brooklyn Union Gas Company d/b/a Key Span Energy Delivery New York
dated December 22, 2000



 









 





     Gas Transportation and Balancing Services Agreement between Astoria Generating Company, L.P.
and Consolidated Edison Company of New York, Inc. dated August 19, 1999, First Amendment to Gas
Transportation and Balancing Services Agreement dated August 19, 1999, Letter Agreement Amending
Gas Transportation and Balancing Services Agreement, dated May 10, 2002



     Service Agreement for Non-core Transportation Service for Electric Generation between Astoria
Generating Company, L.P. and The Brooklyn Union Gas Company (d/b/a Key Span Energy Delivery New
York) dated October 25, 2002


(iii) Astoria Continuing Site Agreement between Astoria Generating Company, L.P. and Consolidated
Edison Company of New York, Inc. dated March 2, 1999




     Gowanus Continuing Site Agreement between Astoria Generating Company, L.P. and Consolidated
Edison Company of New York, Inc. dated March 2, 1999



     Narrows Continuing Site Agreement between Astoria Generating Company, L.P. and Consolidated
Edison Company of New York, Inc. dated March 2, 1999



     Operating Agreement dated as of January 5, 1981, by and between the Power Authority of the
State of New York, a corporate municipal instrumentality of the State of New York, and ConEd



     Agreement Amending Operating Agreement dated as of August 18, 1999, by and between the Power
Authority of the State of New York, a corporate municipal instrumentality of the State of New York,
and ConEd



     Assignment and Assumption Agreement of Operating Agreement dated as of August 20, 1999, by and
between Astoria Generating Company LP and ConEd


(iv) None



(v) Cartridge Filter Technology Development, License, and Assignment Agreement among Reliant
Energy, Inc. (f/k/a Reliant Resources, Inc.) and by its Subsidiaries, Orion Power Holdings, Inc.
and Astoria Generating Company, L.P. and Gunderboom, Inc. dated April 21, 2003




     Professional Services Agreement between Astoria Generating Company, L.P. and Gunderboom, Inc.
dated April 21, 2003, as amended



     Time Charter of the Barge Hatteras between Astoria Generating Company, L.P. and Penn Maritime,
Inc. dated April 15, 2004



     Amendment to Time Charter of the Barge Hatteras between Astoria Generating Company, L.P. and
Penn Maritime, Inc. dated January 18, 2005



 









 




(vi) None



(vii) None



(viii) None



(ix) None



(x) Collective Bargaining Contract



(xi) None



(xii) None



(xiii) None



(xiv) None



(xv) Agreement of Limited Partnership of Astoria Generating Company, L.P. dated April 19, 2000




     Second Amended and Restated Agreement of Limited Partnership of Astoria Generating Company,
L.P. dated December 22, 2004



     Second Restated Certificate of Incorporation of Orion Power New York GP, Inc. dated December
22, 2004



     Second Amended and Restated Agreement of Limited Partnership of Orion Power New York, L.P.
dated December 22, 2004



     Amended and Restated Limited Liability Company Agreement of Orion Power New York LP, LLC dated
December 22, 2004



     Second Amended and Restated Certificate of Formation of Orion Power Capital, LLC


(xvi) A-10 Dock Sublicense Agreement between Astoria Gas Turbine Power, LLC and Astoria Generating
Company, L.P. dated August 25, 2005




     A-0 Dock License between Astoria Generating Company, L.P. and Consolidated Edison Company of
New York, Inc. dated August 20, 1999



     A-10 Dock License between Astoria Generating Company, L.P. and Consolidated Edison Company of
New York, Inc. dated August 20, 1999



     Astoria Declaration of Subdivision Easements Agreement by Consolidated Edison Company of New
York, Inc. dated June 16, 1999



 









 





     Amended and Restated Astoria Declaration of Easements Agreement by Consolidated Edison Company
of New York, Inc. dated June 25, 1999



     Gowanus Declaration of Easements Agreement by Consolidated Edison Company of New York dated
July 20, 1999, Amended and Restated by and between Consolidated Edison Company of New York, Inc.
and Astoria Generating Company, L.P. dated August 19, 1999



     Amended and Restated Narrows Declaration of Easements Agreement by and between Consolidated
Edison Company of New York, Inc. and Astoria Generating Company, L.P. dated August 19, 1999



     Gowanus Declaration of Subdivision Easements Agreement by Consolidated Edison Company of New
York, Inc. dated July 20, 1999



     Secondary Access Agreement by and between Consolidated Edison Company of New York, Inc. and
Astoria Generating Company, L.P. dated August 20, 1999



     Assignment and Assumption Agreement by and between Consolidated Edison Company of New York,
Inc. and Astoria Generating Company, L.P. dated August 20, 1999



     Assignment and Assumption of Narrows Easement by and between Consolidated Edison Company of
New York, Inc. and Astoria Generating Company, L.P. dated August 20, 1999



     Operating Agreement by and between Power Authority of the State of New York and Consolidated
Edison Company of New York, Inc. dated August 18, 1999, as amended



     1999 Narrows Easement Agreement by and between Consolidated Edison Company of New York and the
People of the State of New York, Inc. dated August 5, 1999



     Astoria Zoning Lot Development Agreement by and between Consolidated Edison Company of New
York, Inc. and Astoria Gas Turbine Power, LLC dated June 25, 1999



     Gowanus Zoning Lot Development Agreement by and between Consolidated Edison Company of New
York, Inc. and Astoria Gas Turbine Power, LLC dated June 25, 1999



     Gowanus Zoning Lot Development Agreement by and between Consolidated Edison Company of New
York, Inc. and Astoria Generating Company, L.P. dated August 20, 1999


(xvii) ConEd Agreement



(xviii) None



(xix) None










 









 







Matters disclosed under particular subsections shall constitute disclosures for all purposes under
this Schedule.






 









 








Schedule 4.08(c)

Indemnification Claims Under the ConEd Agreement



None






 









 








Schedule 4.09

Taxes



4.09(c)



Empire Zone Credits claimed on Astoria LP’s 2003 New York State income tax return are currently
under review by the New York State Department of Taxation and Finance. This review process is
consistent with the review being undertaken by the Department of Taxation and Finance of all
entities claiming real estate property tax credits under the Empire Zone Program.



Astoria LP New York State sales & use tax audit. Audit Period: December 1, 2002 through August
31, 2005.



Seller’s consolidated group was audited by the IRS for the short tax period from January 1, 2002 to
February 19, 2002 as the result of filing a Form 1139 net operating loss (“NOL”) carryback from
that period to its December 31, 1999 and December 31, 2000 consolidated tax years. That audit
resulted in proposed adjustments to the NOL in the aggregate amount of not less than $9,700,000,
and those adjustments have been protested by the Seller. That protest is currently awaiting action
by the IRS Appellate Conferee in Houston, TX.



Additionally, a Form 1139 NOL carryback of Seller’s portion of a CenterPoint Energy, Inc.
(“CenterPoint”) consolidated NOL for CenterPoint’s tax year ended December 31, 2002 to Seller’s
consolidated tax years December 31, 2000 and December 31, 2001 was audited by the IRS.



Guarantor is currently under audit by the IRS as the result of a Form 1139 filed to carryback an
NOL from its October 10, 2001 to December 31, 2002 short tax year to CenterPoint’s consolidated
December 31, 1998 tax year. Seller was included in Guarantor’s federal consolidated income tax
return for its October 1, 2002 to December 31, 2002 short tax year. This audit is currently in the
factual request stage, and no proposed adjustments have been issued at this time.



CenterPoint is currently under audit by the IRS for its consolidated tax year ending December 31,
2002, for parts of which Seller and Guarantor were members of that consolidated group (for the
period from February 20, 2002 to September 30, 2002 with respect to Seller, and for the period from
January 1, 2002 to September 30, 2002 with respect to Guarantor).



4.09(d)



IRS Form 872, Consent to Extend the Time to Assess Tax, executed by Orion Power Holdings, Inc. &
Subsidiaries, on July 20, 2005, to extend the statutory period of limitations for the assessment of
federal income tax for the taxable period ended February 19, 2002, until September 15, 2006.







 









 







4.09(e)



Tax Allocation Agreement By and Among Reliant Energy, Incorporated (now CenterPoint) and its
Affiliated Companies and Reliant Resources, Inc. (now Reliant Energy, Inc.) and its Affiliated
Companies effective as of December 31, 2000.



Orion Power Holdings, Inc. & Subsidiaries are subject to Treasury Regulation § 1.1502-6 or similar
provision of state Law with respect to the taxable period February 20, 2002 through September 30,
2002, during which period they were included in the consolidated federal income tax return (and the
state income Tax Returns of any state that permits consolidated, combined or unitary income Tax
Returns, if any) of CenterPoint for its taxable year ended December 31, 2002.



Tax Sharing Agreement dated effective as of October 1, 2002, by and among Reliant Energy, Inc., and
each other affiliated entity listed on Schedule A thereto











 









 








Schedule 4.10(a)

Employee Benefit Plans; ERISA



Company Plan



Astoria Generating Company, L.P. Retirement Plan (Plan #005)



Seller Plans sponsored, maintained or contributed to by a Company




401(k) Plans



Orion Power Holdings, Inc. 401(k) Savings Plan (Plan #010)




Reliant Energy, Inc. Savings Plan (Plan #001)



Severance Plans



Reliant Energy, Inc. 2003 Involuntary Severance Benefits Plan for Employees With Annual Base Pay
Less Than $150,000 As Amended and Restated Effective June 1, 2004



Reliant Energy, Inc. 2003 Involuntary Severance Benefits Plan for Employees With Annual Base Pay At
Least $150,000 But Less Than $200,000 As Amended and Restated Effective June 1, 2004




Health and Welfare Plans



Reliant Energy, Inc. Group Welfare Benefits Plan — see attached for vendors and eligible groups.




Incentive Plans



Reliant Energy, Inc. Annual Incentive Compensation Plan



Reliant Energy, Inc. 2002 Stock Plan



Reliant Energy, Inc. Employee Stock Purchase Plan



Power of One Incentive Plan



Bonus incentive plans as set forth in Collective Bargaining Agreement





 












 





Schedule 4.10(a) — Attachment




	 	 	 	 	 	 	 
	Plan/Vendor	 	Plan Type	 	Covered Employees	 	Funding
	MEDICAL
	 	 	 	 	 	 
	Aetna POS (fully insured)

	 	Medical
	 	Local 1 & 2
	 	Fully insured
	CareFirst BCBS

	 	PPO Plan 5 ($14 Co-pay)
	 	Local 1 & 2
	 	Self insured
	CareFirst BCBS

	 	Build-Your-Own EPO/PPO
	 	Non Bargaining
	 	Self insured
	 
	MENTAL HEALTH
	 	 	 	 	 	 
	Magellan

	 	Managed Mental Health
	 	Non Bargaining

Local 1 & 2

All except Aetna POS
	 	Self insured
	EAP

	 	 	 	Non Bargaining
	 	Self insured
	PRESCRIPTION
	 	 	 	 	 	 
	Caremark

	 	Prescription Drugs
	 	Non Bargaining

Local 1 & 2
	 	Self insured
	DENTAL
	 	 	 	 	 	 
	Delta Dental

	 	PPO
	 	Non Bargaining

Local 1 & 2
	 	Self insured
	VISION
	 	 	 	 	 	 
	Vision Service Plan

	 	Vision
	 	Non Bargaining

Local 1 & 2
	 	Self insured
	WELFARE
	 	 	 	 	 	 
	Prudential — Life, AD&D

	 	Life — Basic
	 	Non Bargaining — 1X up
to $300,000

Local 1 & 2 — $40,000
	 	Full insured
	 

	 	AD&D — Basic
	 	Local 1 & 2 — $40,000
	 	Full insured
	Cigna

	 	BTA (includes rider

for felonious assault

coverage)
	 	Non Bargaining — $200,000
Local 1 & 2 — 4x up to
$350,000
	 	Full insured
	UNUM

	 	State Disability
	 	Non Bargaining

Local 1 & 2
	 	Full insured
	UNUM — LTD

	 	LTD
	 	Non Bargaining

Local 1 & 2
	 	Full insured
	ADMINISTRATION
	 	 	 	 	 	 
	Hewitt

	 	Your Benefit Resources

866-520-3285
	 	Non Bargaining

Local 1 & 2	 	 
	OTHER
	 	 	 	 	 	 
	Section 125 Plan

	 	Pretax deductions.
FSA’s — dependent and
medical
	 	Non Bargaining
	 	$5,000 dependent

$5,000 health
	 

	 	 	 	Local 1 & 2
	 	$5,000 dependent

$5,000 health






 









 






Schedule 4.10(c)

Employee Benefit Matters




None







 









 








Schedule 4.10(d)

Company Plan Trigger Events




None





 









 








Schedule 4.12

Environmental Matters




     The environmental obligations disclosed in the documents listed on this Schedule 4.12 are
incorporated herein by reference.


1. Consent Order



There is a Modified Order on Consent with New York State Department of Enviornmental Conservation
for Astoria Generating Company, LP, covering conditions at Astoria Station and Narrows. This
Consent Order has been modified four times.





	 	a.	 	Consent Order issued to Astoria Generating Company, L.P. (DEC Index No.
C02-19990430-28, dated September 11, 2000).
	 
	 	b.	 	Modification to Consent Order issued to Astoria Generating Company, L.P. (DEC
Index No. C02-19990430-28, dated July 16, 2001).
	 
	 	c.	 	Modification to Consent Order issued to Astoria Generating Company, L.P. (DEC
Index No. C02-19990430-28, dated May 20, 2003).
	 
	 	d.	 	Modification to Consent Order issued to Astoria Generating Company, L.P. (DEC
Index No. C02-19990430-28, dated September 28, 2004).
	 
	 	e.	 	Modification to Consent Order issued to Astoria Generating Company, L.P. (DEC
Index No. C02-19990430-28, dated May 31, 2005).




The dates of 2007 and 2008 for the completion of the proposed Repowering Project at the Astoria
Station (which will end the once-through cooling at the Astoria Station), will have to be
renegotiated with the New York State Department of Environmental Conservation (“NYSDEC”) in order
to be extended. The construction of the repowered intake test bay commenced April 30, 2005, in
accordance with modified provisions of the Astoria Consent Order and the SPDES permit. The
development and submittal of a Final Action Plan for the intake of the existing once-through
cooling system has been stayed at this time.



2. New York State Department of Environmental Conservation March 30, 2005 Request for
Information



The Astoria Station received a Request for Information (RFI) dated March 30, 2005 regarding the
need for priority pollutant analyses and other information to be used to support a BTA
determination under 6NYCRR Part 704.5 and 40 CFR Part 125.95. The original due date for submission
of this material was May 30, 2005. NYSDEC approved a request to extend the submittal date to
September 30, 2005. This work has been completed and will be submitted to NYSDEC on September 30,
2005.



3. Extension of Expiration of Prevention of Significant Deterioration (“PSD”) Air Quality
Permit at Astoria Station



NYSDEC granted a request for extension of the expiration of the PSD Permit for construction of the
Repowering Project at the Astoria Station to June 9, 2006.





 









 







4. Extension of Expiration of Aeronautical Study at Astoria Station



The FAA granted a request for extension of the expiration of the aeronautical study for the
Repowering Project at the Astoria Station to December 16, 2005.



5. Astoria Mounded Tanks



A study of the viability of adding additional containment to the Astoria Mounded Tanks was
submitted to the NYSDEC and USEPA in July 2005. A study was submitted to NYSDEC and USEPA on
September 27, 2004 that addresses the adequacy of containment for the existing configuration.



6. Narrows Mounded Tanks



The current response to the Consent Order requires the retirement of mounded tanks KER-4 and KER-5
at Narrows by the end of 2005. The tanks have been cleaned and are awaiting NYSDEC approval to
complete the retirement process.



7. Astoria Hazardous Waste Drain Line



Remediation of the drain line containing traces of PCB contamination, which was discovered as
during the closure of the former Hazardous Waste Storage Area, will begin in the 4th Quarter 2005.



8. Astoria Exposure Assessment



Development of an exposure assessment that evaluates current and potential exposures to
contaminated media at the Astoria Station is required to be filed with NYSDEC. Work on an
assessment involving a possible leak discovered during the cleaning of tank FO6-5 is underway.
Submission of the findings of this assessment to NYSDEC is expected in the 4th Quarter 2005.



9. Independent Technical Review, Orion Power New York LP’s Acquisition of New York Thermal
Generation Assets, Stone & Webster Management Consultants, Inc., July 1999, but only to the extent
related to environmental matters.



10. Independent Technical Review, Orion Power New York, LP Thermal Assets, September 4, 2002, Stone
& Webster Consultants, Inc., but only to the extent related to environmental matters.



11. The attachment to Schedule 4.07 is incorporated herein by reference.



12. ConEd Agreement and related documents.







 









 








Schedule 4.13(a)

Intellectual Property



1. Sellers and Reliant Energy, Inc. own certain proprietary technology relating to cartridge
filtrations systems, including the technology represented in Sellers’ application for a United
States patent entitled “Cooling Water Intake Cartridge Filter for Industry” filed May 22, 2002
(U.S. Provisional Patent Application Serial No. 6-/305,542 filed July 13, 2001) which has been
licensed to Gunderboom, Inc. pursuant to the Cartridge Filter Technology Development, License, and
Assignment Agreement between Reliant Resources, Inc. and by its Subsidiaries, Orion Power Holdings,
Inc. and Astoria Generating Company, L.P. and Gunderboom, Inc. dated April 21, 2003.



2. The licenses for the following software used by Astoria L.P. are held by a Non-Company
Affiliate:




ABB Ranger

Trader.ems

Fuels Management System

Commercial Operations & Support

Air Bulk Sampling System

ATRisk

“Comprehensive Allowance Management System”

Capital Project Management System

CTAM Web

Drawings Index

EGIS

EGIS Portal

PG&S Web

Engineering Status (Project Management System)

Generation Performance and Reliability

Miss Opportunity Revenue

Outage Scheduling System

Outage Scheduling Optimization

Root Cause Analysis

SharePoint Document Management System

Station / Unit Information Database

RedTag

IFIX & PI Data Feeds (ODBC)

CT Scheduling Rate Program

Dispatch Simulator

Station Planning & Opportunity Tool

Weather Scraper

Allowance Tracking Workstation

Contractor Time and Material

Employee Training & Certification System

GenFuel Tracking

GenFuel — labvantage — interface

Mobile Maintenance Services System

PAXiT

Plantware 32

Primavera

Process Mapping Application

SCT Banner Fuels System

Tool Hound

Welders Qualification System (WQS)

NYISO Bid Tool

NYISO Settlements

SAP

MS Office





 











 





Schedule 4.16

Insurance Policies




Reliant Energy Schedule of Policies



Reliant spin off from CenterPoint Energy effective in 2002, so separate policies not written
until 2002




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	“Companies”
	 	 	 	 	 	 	 	 	 	 	 	 	Limits	 	 	 	 	 	 	 	Policy	 	Policy	 	named
	Type of Policy	 	Status	 	Coverage	 	Insurer	 	Limits	 	Deductible	 	Utilized	 	Policy Number	 	Insured Name	 	Begin	 	End	 	insured?
	Auto Liability

	 	Excluded
	 	Fronting policy — auto
liability
	 	Liberty Mutual
	 	2000000
	 	2000000
	 	N/A
	 	AS1-691004228-012
	 	Reliant Resources,
Inc.
	 	1/1/2002
	 	1/1/2003
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Auto Liability

	 	Excluded
	 	Fronting policy — auto
liability
	 	Liberty Mutual
	 	2000000
	 	2000000
	 	N/A
	 	AS1-691004228-013
	 	Reliant Resources,
Inc.
	 	1/1/2003
	 	1/1/2004	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Auto Liability

	 	Excluded
	 	Fronting policy — auto
liability
	 	Liberty Mutual
	 	2000000
	 	2000000
	 	N/A
	 	AS1-691004228-014
	 	Reliant Resources,
Inc.
	 	1/1/2004
	 	1/1/2005	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Auto Liability

	 	Excluded
	 	Fronting policy — auto
liability
	 	Liberty Mutual
	 	2000000
	 	2000000
	 	N/A
	 	AS1-691004228-015
	 	Reliant Energy, Inc.
	 	1/1/2005
	 	1/1/2006	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Commercial General 

Liability

	 	Excluded
	 	Fronting Policy -

Commercial General

Liability
	 	Liberty Mutual
	 	$2,000,000 each occurrence
for general liability and personal
and advertising, and products
liability
$2,000,000 aggregate
	 	Fronting Policy —
$2,000,000 deductible
	 	N/A
	 	TB1-691-004228-022
	 	Reliant Resources,
Inc.
	 	1/1/2002
	 	1/1/2003	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Commercial General 

Liability

	 	Excluded
	 	Fronting Policy -

Commercial General

Liability
	 	Liberty Mutual
	 	$2,000,000 each occurrence
for general liability and personal
and advertising, and products
liability
$2,000,000 aggregate
	 	Fronting Policy —
$2,000,000 deductible
	 	N/A
	 	TB1-691-004228-023
	 	Reliant Resources,
Inc.
	 	1/1/2003
	 	1/1/2004	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Workers’
Compensation

	 	Excluded
	 	Workers’ Compensation
coverage including
Employer’s Liability,
USL&H, OCS, FELA
Large Deductible
Program
	 	Liberty Mutual
	 	Workers’ Compensation — statutory
Employer’s Liability — $500,000
each accident, bodily injury by
disease; policy limit bodily
injury by disease; each person
	 	$500,000 each accident
	 	N/A
	 	WA-69D-004228-032
	 	Reliant Resources,
Inc.
	 	1/1/2002
	 	1/1/2003	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Workers’
Compensation

	 	Excluded
	 	Workers’ Compensation
coverage including
Employer’s Liability,
USL&H, OCS, FELA
Large Deductible
Program
	 	Liberty Mutual
	 	Workers’ Compensation — statutory
Employer’s Liability —
$1,000,000 each accident, bodily
injury by disease; policy limit
bodily injury by disease; each
person
Maritime Coverage — $1,000,000
each accident, bodily injury by
disease; policy limit bodily
	 	$500,000 each accident
	 	N/A
	 	WA-69D-004228-033
	 	Reliant Resources,
Inc.
	 	1/1/2003
	 	1/1/2004	 	 






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	“Companies”
	 	 	 	 	 	 	 	 	 	 	 	 	Limits	 	 	 	 	 	 	 	Policy	 	Policy	 	named
	Type of Policy	 	Status	 	Coverage	 	Insurer	 	Limits	 	Deductible	 	Utilized	 	Policy Number	 	Insured Name	 	Begin	 	End	 	insured?
	Workers’
Compensation

	 	Excluded
	 	Workers’ Compensation
coverage including
Employer’s Liability,
USL&H, OCS, FELA
Large Deductible
Program
	 	Liberty Mutual
	 	Workers’ Compensation — statutory
Employer’s Liability —
$1,000,000 each accident, bodily
injury by disease; policy limit
bodily injury by disease; each
person
Maritime Coverage — $1,000,000
each accident, bodily injury by
disease; policy limit bodily
	 	$500,000 each accident
	 	N/A
	 	WA-69D-004228-034
	 	Reliant Resources,
Inc.
	 	1/1/2004
	 	1/1/2005	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Workers’
Compensation

	 	Excluded
	 	Workers’ Compensation
coverage including
Employer’s Liability,
USL&H, OCS, FELA
Large Deductible
Program
	 	Liberty Mutual
	 	Workers’ Compensation — statutory
Employer’s Liability —
$1,000,000 each accident, bodily
injury by disease; policy limit
bodily injury by disease; each
person
Maritime Coverage — $1,000,000
each accident, bodily injury by
disease; policy limit bodily
	 	$500,000 each accident
	 	N/A
	 	WA-69D-004228-035
	 	Reliant Energy, Inc.
	 	1/1/2005
	 	1/1/2006	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Commercial Crime

	 	Excluded
	 	Form A — Employee
Dishonesty
Form B — Forgery or
Alteration
Form C — Theft,
Destruction and
Disappearance
Form D — Robbery and
Safe Burglary
Form E — Computer
Fraud & Funds Transfer
Fraud
	 	Continental

Casualty Company
	 	$25,000,000 per occurrence
	 	$100,000 per claim
	 	0
	 	169849394
	 	Reliant Resources,
Inc.
	 	3/15/2002
	 	3/15/2003	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Commercial Crime

	 	Excluded
	 	Form A — Employee
Dishonesty
Form B — Forgery or
Alteration
Form C — Theft,
Destruction and
Disappearance
Form D — Robbery and
Safe Burglary
Form E — Computer
Fraud & Funds Transfer
Fraud
	 	Continental

Casualty Company
	 	$15,000,000 per occurrence
	 	$1,000,000 each wrongful

act
	 	0
	 	267852841
	 	Reliant Resources,
Inc.
	 	3/15/2003
	 	3/15/2004	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Commercial Crime

	 	Excluded
	 	Form A — Employee
DishonestyForm B —
Forgery or
AlterationForm C —
Theft, Destruction and
DisappearanceForm D —
Robbery and Safe
BurglaryForm E —
Computer Fraud & Funds
Transfer Fraud
	 	Continental

Casualty Company
	 	$15,000,000 per occurrence
	 	$1,000,000 each wrongful

act
	 	0
	 	267852841
	 	Reliant Resources,
Inc.
	 	3/15/2004
	 	3/15/2005	 	 
	 
	Commercial Crime

	 	Excluded
	 	Insuring Agreement 1
— Employee Dishonesty
Insuring Agreement 2 —
Forgery or Alteration
Insuring Agreement 3 —
Inside Premises —
Money and Securities
Insuring Agreement 4 —
Inside Premises —
Robbery and Safe
Burglary
Insuring Agreement 5 —
Outside th
	 	American Home
Assurance Co.
	 	$15,000,000 per occurrence
	 	$1,000,000 each wrongful

act
	 	0
	 	4907553
	 	Reliant Energy, Inc.
	 	3/15/2005
	 	3/15/2006	 	 






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	“Companies”
	 	 	 	 	 	 	 	 	 	 	 	 	Limits	 	 	 	 	 	 	 	Policy	 	Policy	 	named
	Type of Policy	 	Status	 	Coverage	 	Insurer	 	Limits	 	Deductible	 	Utilized	 	Policy Number	 	Insured Name	 	Begin	 	End	 	insured?
	Directors &

Officers Liability

	 	Excluded
	 	Primary directors &
officers liability
A) Pays the loss of
directors and officers
for any actual or
alleged wrongful act.
B) Pays the loss of
company to the extent
that the company has
indemnified the
directors and
officers. In
addition, pays the
loss
	 	Various
	 	$110,000,000 per loss and in
annual aggregate for both
coverages A&B combines,
including defense costs.
	 	$0 for individuals

$1,000,000 corporate
	 	0
	 	 	D 2106A1A02	 	 	Reliant Resources,
Inc.
	 	3/15/2002
	 	3/15/2003	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Directors &

Officers Liability

	 	Excluded
	 	Primary directors &
officers liability
A) Pays the loss of
directors and officers
for any actual or
alleged wrongful act.
B) Pays the loss of
company to the extent
that the company has
indemnified the
directors and
officers. In
addition, pays the
loss
	 	Various
	 	$110,000,000 per loss and in
annual aggregate for both
coverages A&B combines,
including defense costs.
	 	$0 for individuals

$10,000,000 corporate
	 	0
	 	 	D 2106A1A02	 	 	Reliant Resources,
Inc.
	 	3/15/2003
	 	3/15/2004	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Directors &

Officers Liability

	 	Excluded
	 	Primary directors &
officers liability
A) Pays the loss of
directors and officers
for any actual or
alleged wrongful act.
B) Pays the loss of
company to the extent
that the company has
indemnified the
directors and
officers. In
addition, pays the
loss
	 	Various
	 	$110,000,000 per loss and in
annual aggregate for both
coverages A&B combines,
including defense costs.
	 	$0 for individuals

$10,000,000 corporate
	 	0
	 	 	D 2106A1A04	 	 	Reliant Resources,
Inc.
	 	3/15/2004
	 	3/15/2005	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Directors &

Officers Liability

— Side A only

	 	Excluded
	 	Classic A-Side

Management Liability
	 	XL Specialty
	 	$25,000,000 aggregate each
policy period (including defense
expenses)
This coverage sits excess of D&O
program which provides
$135,000,000 in limits
	 	N/A
	 	0
	 	ELU088418-05
	 	Reliant Energy, Inc.
	 	3/15/2005
	 	3/15/2006	 	 






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	“Companies”
	 	 	 	 	 	 	 	 	 	 	 	 	Limits	 	 	 	 	 	 	 	Policy	 	Policy	 	named
	Type of Policy	 	Status	 	Coverage	 	Insurer	 	Limits	 	Deductible	 	Utilized	 	Policy Number	 	Insured Name	 	Begin	 	End	 	insured?
	Cleanup Cost Cap 

Policy

	 	Assigned
	 	Clean up costs at
covered location
pursuant to remedial
action plan or beyond
the boundaries of a
covered location if
such cleanup costs are
incurred in the
cleanup of pollutants
which originated from
those in a cleanup at
a covered location
pursuant to the
remedial action plan.
Insured must provide
progress reports on a
quarterly basis.
	 	Commerce and
Industry Insurance
Co.
	 	$100,000,000

Retroactive Date: 7/29/99
	 	$9,956,614 self insured
retention; To be amended
by endorsement to
$8,956,614 due to
dropping School Street
	 	$3,585,182 which
included School
Street; Corrected
to $1,920,291 by
dropping School
Street
	 	CCC 808 67 03
	 	Reliant Energy, Inc.
	 	7/29/1999
	 	7/29/2009
	 	Yes
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Environmental

	 	Excluded
	 	CLAIMS MADE POLICY
	 	American Intl
Specialty Lines
Ins. Co.
	 	$25,000,000 each incident and
aggregate per coverage
	 	10% of the loss, subject
to a minimum deductible
of $5,000 and a maximum
deductible of $25,000.
Business interruption
eductible of 72 hours
plus 10% of the loss.
	 	0
	 	PLS 6191030
	 	Reliant Resources,
Inc.
	 	5/12/2000
	 	5/12/2003	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Environmental

	 	Excluded
	 	PERTAINS TO ORION

POWER NEW YORK
	 	American Intl
Specialty Lines
Ins. Co.
	 	$25,000,000 each incident and
aggregate for Coverages G & H
$25,000,000 each incident and
$50,000,000 aggregate for
Coverages A,B,C,D,E,F.I
Limits are shared for entire
policy term and are shared with
Policy # 4763667 for Orion Power
Holdings
	 	$1,000,000 each incident

for coverages A,C,D,F,G,H

$250,000 deductible for

coverages B,E,I
	 	0
	 	PLS 6191030
	 	Reliant Resources,
Inc.
	 	5/12/2003
	 	4/28/2005	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Pollution Liability

	 	Excluded
	 	CLAIMS MADE POLICY —
PERTAINS TO ORION
POWER NEW YORK
FACILITIES
	 	Commerce and
Industry Insurance
Co.
	 	$100,000,000 each incident
limit $100,000,000 aggregate for
coverages A.B.C.D.E.F
$100,000,000 aggregate for
coverages G,H,I
	 	Coverages A,B,C,D,E,F
prior to 7/29/99 —
$1,000,000
Coverages A,B,C,D,E,F
after 7/19/99 — $250,000
East Syracuse and
Hydroelectric Facilities
— $100,000
Aggregate deductible of
$5,000,000 applies to
coverages A,B,C,D,E,F
	 	0
	 	PLS 808 67 02
	 	Orion Power Holdings
	 	7/29/1999
	 	7/29/2004	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Pollution Liability

	 	Excluded
	 	Coverages A,B,C,D,E,
F,I— $100,000
—Applies to OPMW
	 	American Intl
Specialty Lines
Ins. Co.
	 	$50,000,000 each
incident$50,000,000 section
aggregate for A — F$50,000,000
section aggregate for
G-L$50,000,000 policy aggregate
	 	$250,000 for coverages

B,D,F,H,I,J,K,L$1,000,000

for coverages

A,C,E,G$3,500,000

aggregate retention
	 	100,015
	 	 	4763667	 	 	Orion Power Holdings
	 	4/28/2000
	 	4/28/2005	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Pollution Liability

	 	Excluded
	 	PERTAINS TO ORION
POWER NEW YORK — HYDRO
ASSETS
	 	American Int’l
Specialty Lines
Ins. Co.
	 	$100,000,000 each incident

limit $100,000,000 Policy limit
	 	Coverages A,B,C,D,E,
F,I— $100,000
	 	0
	 	PLS 3779539
	 	Reliant Energy,

Incorporated
	 	7/29/2004
	 	7/29/2005	 	 






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	“Companies”
	 	 	 	 	 	 	 	 	 	 	 	 	Limits	 	 	 	 	 	 	 	Policy	 	Policy	 	named
	Type of Policy	 	Status	 	Coverage	 	Insurer	 	Limits	 	Deductible	 	Utilized	 	Policy Number	 	Insured Name	 	Begin	 	End	 	insured?
	Pollution Liability

	 	Assigned
	 	Coverages A, B, C,
D,E, F,G, H, I;
Applies to Astoria,
Narrows, Gowanus, East
Syracuse and
Hydroelectric
Facilities
CLAIMS MADE POLICY —
PERTAINS TO ORION
POWER NEW YORK
FACILITIES
	 	American Int’l
Specialty Lines
Ins. Co.
	 	$100,000,000 each incident
limit $100,000,000 Policy limit
Policy limit shared with Cost
Cap policy # CCC 8086703
	 	Coverages A,B,C,D,F prior
to 7/29/99 — $1,000,000
Coverages B,C,E,F after
7/19/99 — $250,000
	 	0
	 	PLS 3779540
	 	Reliant Energy,

Incorporated
	 	7/29/2004
	 	7/29/2006
	 	Yes
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Punitive Damages 

Excess Liability

	 	Excluded
	 	Coverage for punitive
damages which have
been paid by the
insured which would
have been covered by
the Pollution Legal
Liability policy #
8086702 but were
prohibited due to
state, regulation, or
case law
PERTAINS TO ORION
POWER NEW YORK
	 	Starr Excess Int’l.
	 	$100,000,000 each claim

$100,000,000 term aggregate
	 	Deductible applies to
underlying policy #
8086702 — Pollution
Legal Liability Policy
for Orion Power Holdings
Coverages A,B,C,D,E,F
prior to 7/29/99 —
$1,000,000
Coverages A,B,C,D,E,F
after 7/19/99 — $250,000
East Syracuse and
Hydroelectric Faciliti
	 	0
	 	5553866
	 	Orion Power Holdings
	 	7/29/1999
	 	7/29/2004	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Punitive Damages 

Excess Liability

	 	Excluded
	 	Coverage for punitive
damages which have
been paid by the
insured which would
have been covered by
the Pollution Legal
Liability policy PLS
476 3667 but were
prohibited due to
state, regulation, or
case law
Applies to Astoria,
Narrows, Gowanus, East
Syra
	 	Starr Excess Int’l.
	 	$50,000,000 each claim

$50,000,000 term aggregate
	 	Deductible applies to
underlying policy # PLS
476 3667 — Pollution
Legal Liability Policy
for Orion Power Holdings
Coverages A,B,C,D,E,F
prior to 7/29/99 —
$1,000,000
Coverages A,B,C,D,E,F
after 7/19/99 — $250,000
East Syracuse and
Hydroelectric Fac
	 	0
	 	5554422
	 	Orion Power Holdings
	 	4/28/2000
	 	4/28/2005	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Punitive Damages 

Excess Liability

	 	Assigned
	 	Coverage for punitive
damages which have
been paid by the
insured which would
have been covered by
the Pollution Legal
Liability policy #
3799539 but were
prohibited due to
state, regulation, or
case law
PERTAINS TO ORION
POWER NEW YORK — NYC
ASSETS
	 	Starr Excess Int’l.
	 	$100,000,000 each claim

$100,000,000 term aggregate
	 	 	 	0
	 	5373575
	 	Reliant Energy,

Incorporated
	 	7/29/2004
	 	7/29/2006
	 	Yes






 









 







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	“Companies”
	 	 	 	 	 	 	 	 	 	 	 	 	Limits	 	 	 	 	 	 	 	Policy	 	Policy	 	named
	Type of Policy	 	Status	 	Coverage	 	Insurer	 	Limits	 	Deductible	 	Utilized	 	Policy Number	 	Insured Name	 	Begin	 	End	 	insured?
	Punitive Damages 

Excess Liability

	 	Excluded
	 	Coverage for punitive
damages which have
been paid by the
insured which would
have been covered by
the Pollution Legal
Liability policy #
3799539 but were
prohibited due to
state, regulation, or
case law
PERTAINS TO ORION
POWER NEW YORK — HYDRO
ASSETS
	 	Starr Excess Int’l.
	 	$100,000,000 each claim

$100,000,000 term aggregate
	 	 	 	0
	 	5373574
	 	Reliant Energy,

Incorporated
	 	7/29/2004
	 	7/29/2005	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Underground Storage 

Tank Liability

	 	Excluded
	 	Third party off-site
liability and cleanup
coverage for above and
under ground storage
tanks. Also has
coverage for
corrective action and
cleanup. Pertains to
one 15,000 tank at
1047 Belmont Avenue,
Niles Ohio
PERTAINS TO ORION
POWER MIDWEST
	 	Commerce and
Industry Insurance
Co.
	 	$1,000,000 each incident

$1,000,000 aggregate limit

$250,00 aggregate defense

expense limit
	 	10000
	 	0
	 	UST 8086863
	 	Orion Power Holdings
	 	4/28/2002
	 	4/28/2003	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Vessel Pollution 

Liability

	 	Excluded
	 	Vessel Owners
Pollution Liability -
Gowanus and Narrows
barges
	 	Great American
	 	$250,000 Per Occurrence for
Limited Civil Penalties
$100,000 Per Occurrence for
Public Relations
Policy Limit — Fire Fighting &
Salvage
	 	None
	 	0
	 	OMH3491197-00
	 	Reliant Resources,
Inc.
	 	6/24/2002
	 	6/24/2003	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Vessel Pollution 

Liability

	 	Excluded
	 	Vessel Owners
Pollution Liability -
Gowanus and Narrows
barges
	 	Great American
	 	$5,000,000 per vessel for
Removal costs, Spill Liability,
Defense Costs, Firefighting and
Salvage
$250,000 Per Occurrence for
Limited Civil Penalties
$100,000 Per Occurrence for
Public Relations
Policy Limit — Fire Fighting &
Salvage
	 	None
	 	0
	 	OMH3491197-01
	 	Reliant Resources,
Inc.
	 	6/24/2003
	 	6/24/2004	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Vessel Pollution 

Liability

	 	Excluded
	 	Vessel Owners
Pollution Liability -
Gowanus and Narrows
barges Includes
Terrorism Coverage
	 	Great American
	 	$5,000,000 per vessel for
Removal costs, Spill Liability,
Defense Costs, Firefighting and
Salvage $250,000 Per Occurrence
for Limited Civil
Penalties $100,000 Per Occurrence
for Public Relations Policy Limit
— Fire Fighting & Salvage
	 	None
	 	0
	 	OMH 3491197-02
	 	Reliant Resources,
Inc.
	 	6/24/2004
	 	6/24/2005	 	 






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	“Companies”
	 	 	 	 	 	 	 	 	 	 	 	 	Limits	 	 	 	 	 	 	 	Policy	 	Policy	 	named
	Type of Policy	 	Status	 	Coverage	 	Insurer	 	Limits	 	Deductible	 	Utilized	 	Policy Number	 	Insured Name	 	Begin	 	End	 	insured?
	Excess Liability

	 	Excluded
	 	Second layer of excess
liability bringing
total to $135,000,000
First layer contained
in RRI policy
	 	Energy Insurance

Mutual
	 	$100,000,000 each occurrence

$100,000,000 annual aggregate
	 	Underlying limit of
$35,000,000
	 	0
	 	501216-01CGL
	 	Orion Power Holdings
	 	8/1/2001
	 	8/1/2003	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Excess Liability

	 	Excluded
	 	Third layer of excess
liability program.
Brings total up to
$310,000,000
	 	OCIL
	 	$150,000,000.00
	 	Underlying policies

totaling $160,000,000
	 	0
	 	U91140203
	 	Reliant Resources,
Inc.
	 	3/15/2002
	 	3/15/2003	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Excess Liability

	 	Excluded
	 	Second layer of excess
liability bringing to
$160,000,000.
Follow form AEGIS
	 	Energy Insurance

Mutual
	 	$125,000,000 each occurrence

$125,000,000 annual aggregate
	 	Underlying limit of
$35,000,000
	 	0
	 	501247-02GL
	 	Reliant Resources,
Inc.
	 	3/15/2002
	 	3/15/2003	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Excess Liability

	 	Excluded
	 	Fourth and final layer
of excess liability
program bringing total
coverage to
$400,000,000
	 	Lloyds
	 	$90,000,000 any one occurrence
and in the aggregate
	 	Underlying insurance of
$310,000,000
	 	0
	 	ARS-3194
	 	Reliant Resources,
Inc.
	 	3/15/2002
	 	3/15/2003	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Excess Liability

	 	Excluded
	 	Third party liability
including bodily
injury, property
damage, or personal
injury caused by an
occurrence. CLAIMS
MADE POLICY.
	 	Various
	 	$400,000,000
	 	$2,000,000 any one
occurrence, except
$100,000 for aircraft
liability
$1,000,000 for RE
Solutions
$250,000 for RE Indian
River and various other
levels as set forth in
the declarations of the
policy
	 	0
	 	 	X2106A1A02	 	 	Reliant Resources,
Inc.
	 	3/15/2002
	 	3/15/2003	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Excess Liability

	 	Excluded
	 	Third party liability
including bodily
injury, property
damage, or personal
injury caused by an
occurrence. CLAIMS
FIRST MADE POLICY.
Includes Terrorism
Coverage ($20,000
premium included)
	 	Various
	 	$300,000,000
	 	$2,000,000 any one
occurrence, except
$100,000,000 for aircraft
liability
$1,000,000 for RE
Solutions
$250,000 for RE Indian
River, El Dorado, and
various other levels as
set forth in the
declarations of the
policy
	 	0
	 	 	X2106A1A03	 	 	Reliant Resources,
Inc.
	 	3/15/2003
	 	3/15/2004	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Excess Liability

	 	Excluded
	 	Third party liability
including bodily
injury, property
damage, or personal
injury caused by an
occurrence. CLAIMS
FIRST MADE POLICY.
Includes Terrorism
Coverage ($20,000
premium included)
	 	Various
	 	$150,000,000
	 	$2,000,000 any one
occurrence, except
$100,000,000 for aircraft
liability
$1,000,000 for RE
Solutions
$250,000 for Indian River
and El Dorado, and
various other levels as
set forth in the
declarations of the
policy
	 	0
	 	 	X2106A1A04	 	 	Reliant Energy,

Incorporated
	 	3/15/2004
	 	3/15/2005	 	 






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	“Companies”
	 	 	 	 	 	 	 	 	 	 	 	 	Limits	 	 	 	 	 	 	 	Policy	 	Policy	 	named
	Type of Policy	 	Status	 	Coverage	 	Insurer	 	Limits	 	Deductible	 	Utilized	 	Policy Number	 	Insured Name	 	Begin	 	End	 	insured?
	Excess Liability

	 	Excluded
	 	Third party liability
including bodily
injury, property
damage, or personal
injury caused by an
occurrence. CLAIMS
FIRST MADE POLICY.
Includes Terrorism
Coverage ($34,121
premium included)
	 	Various
	 	$!50,000,000
	 	$2,000,000 any one

occurrence, except

$250,000 for El Dorado,

$1,000,000 for Channelview

Some higher limits for

underlying Pollution

Legal Liability for OPNY
	 	0
	 	 	X2106A1A05	 	 	Reliant Energy,

Incorporated
	 	3/15/2005
	 	3/15/2006	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Fiduciary &

Employee Benefits 

Liability

	 	Excluded
	 	Coverage for alleged
wrongful acts, errors
and/or omissions
related to
administration or
handling of employee
benefit plans.
	 	AEGIS
	 	$25,000,000 each wrongful act
$25,000,000 aggregate limit of
liability
	 	$200,000 deductible per

claim
	 	0
	 	 	F2106A1A02	 	 	Reliant Resources,
Inc.
	 	3/15/2002
	 	3/15/2003	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Fiduciary &

Employee Benefits 

Liability

	 	Excluded
	 	Coverage for alleged
wrongful acts, errors
and/or omissions
related to
administration or
handling of employee
benefit plans.
	 	AEGIS
	 	$25,000,000 each wrongful act
$25,000,000 aggregate limit of
liability

Shared terrorism limits of
$250,000,000 with AEGIS excess
liability policy
	 	$0 for each natural
person who is an insured
$2,500,000 aggregate for
Sponsor Organization and
all Employee Benefit
Programs with respect to
each Wrongful Act
12% Coinsurance
	 	0
	 	 	F2106A1A03	 	 	Reliant Resources,
Inc.
	 	3/15/2003
	 	3/15/2004	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Fiduciary &

Employee Benefits 

Liability

	 	Excluded
	 	Coverage for alleged
wrongful acts, errors
and/or omissions
related to
administration or
handling of employee
benefit plans.
	 	AEGIS
	 	$25,000,000 each wrongful act
$25,000,000 aggregate limit of
liability
	 	$0 for each natural
person who is an insured
$2,500,000 aggregate for
Sponsor Organization and
all Employee Benefit
Programs with respect to
each Wrongful Act
12% Coinsurance
	 	0
	 	 	F2106A1A04	 	 	Reliant Resources,
Inc.
	 	3/15/2004
	 	3/15/2005	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Fiduciary &

Employee Benefits 

Liability

	 	Excluded
	 	Coverage for alleged
wrongful acts, errors
and/or omissions
related to
administration or
handling of employee
benefit plans.
	 	AEGIS
	 	$25,000,000 each wrongful
act$25,000,000 aggregate limit
of liability
	 	$0 for each natural
person who is an insured
$2,500,000 aggregate for
Sponsor Organization and
all Employee Benefit
Programs with respect to
each Wrongful Act12%
Coinsurance
	 	0
	 	 	F2106A1A05	 	 	Reliant Energy, Inc.
	 	3/15/2005
	 	3/15/2006	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Boiler & Machinery

- Jurisdictional

	 	Excluded
	 	Boiler & Machinery -

jurisdictional loss

control inspections
	 	XL Insurance
America, Inc.
	 	5000
	 	5000
	 	0
	 	CP003-78-15-05
	 	Reliant Energy, Inc.
	 	3/1/2005
	 	3/1/2006	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Property

	 	Excluded
	 	Operational Property,
Boiler & Machinery and
Business Interruption
	 	Various
	 	$300MM subject to sublimits:
$50MM CA quake, $150MM flood,
$50MM Netherlands flood, $25MM
Property in Course of
Construction, $25MM or 25% of
loss Removal of Debris, $25MM
Expediting Expenses, $25MM Newly
Acquired Locations, $25MM inland
transit
	 	$5,000,000 each
occurrence, 60 days
waiting period for
Equistar, El Dorado,
Orion otherwise, 90 days
all other units
	 	None on the assets
subject to this PSA
	 	ARS3229 — ARS 3235
	 	Reliant Resources,
Inc.
	 	5/1/2002
	 	5/1/2003	 	 






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	“Companies”
	 	 	 	 	 	 	 	 	 	 	 	 	Limits	 	 	 	 	 	 	 	Policy	 	Policy	 	named
	Type of Policy	 	Status	 	Coverage	 	Insurer	 	Limits	 	Deductible	 	Utilized	 	Policy Number	 	Insured Name	 	Begin	 	End	 	insured?
	Property

	 	Excluded
	 	Operational Property,
Boiler & Machinery and
Business Interruption
	 	Various
	 	$300MM subject to sublimits:
$50MM CA quake, $150MM flood,
$25MM Property in Course of
Construction, $5MM or 25% of
loss to a maximum of $35MM for
Removal of Debris, $25MM
Expediting Expenses, $25MM Newly
Acquired Locations, $25MM inland
transit
	 	$5,000,000 each
occurrence except
$1,000,000 each
occurrence for Liberty,
$2,500,000 for Sabine.
60 days waiting period
for Liberty, Equistar, El
Dorado, Orion Midwest and
New York, otherwise, 90
days all other units.
	 	None on the assets
subject to this PSA
	 	ARS3692 — ARS3696
	 	Reliant Resources,
Inc.
	 	5/1/2003
	 	11/1/2005	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Property

	 	Excluded
	 	Excess Property (no BI)
Drops down to $10 MM
for terrorism not
included in underlying
layers ($250 MM limit)
	 	OIL
	 	$250,000,000 each occurrence
except $1B for any one event
involving OIL members
	 	$10,000,000 each
occurrence for sabotage
and terrorism, flood and
quake.
	 	None on the assets
subject to this PSA
	 	 	2002-219	 	 	Reliant Resources,
Inc.
	 	1/1/2004
	 	1/1/2005	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Coverages A (on site
cleanup of
pre-existing
conditions), B (on
site cleanup of new
conditions), C (third
party claims for
onsite BI and PD), D
(third party claims
for offsite cleanup
resulting from
pre-existing
conditions), E (third
party claims for
offsite cleanup
resulting from new
conditions), F (third
party claims for
offsite BI and PD), G
(third party claims
for onsite cleanup
costs — nonowned
locations), H (third
party claims for
offsite BI and PD at
nonowned locations), I
(pollutions conditions
resulting from
transported cargo)
Applies to Astoria,
Narrows, Gowanus, East
Syracuse and
Hydroelectric
Facilities	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 







 











 





Schedule 4.17

Affiliate Transactions




4.17(a)



Tax Sharing Agreement dated effective as of October 1, 2002, by and among Reliant Energy, Inc., and
each other affiliated entity listed on Schedule A thereto



Tax Allocation Agreement By and Among Reliant Energy, Incorporated (now CenterPoint) and its
Affiliated Companies and Reliant Resources, Inc. (now Reliant Energy, Inc.) and its Affiliated
Companies effective as of December 31, 2000



4.17(b)



Iroquois Contract



4.17(c)




Astoria Generating Company, LP and OPOS Astoria: Non-Company Affiliate Services




	 	 	 
	Function	 	Representative Activities1
	Technical/Engineering

	 	•     Provide project specific technical support

	 

	 	•     Perform Reliant Lab testing

	 

	 	•     Provide technical expertise during major outages

	 

	 	•     Develop and implement corporate maintenance programs

	 

	 	•     Provide mobile maintenance services

	 
	 	 
	Environmental

	 	•     Oversee permitting and compliance issues

	 

	 	•     Support management of corporate emissions credit
allocations and purchases

	 
	 	 
	Purchasing

	 	•     Provide plants with access to group purchasing
programs (procurement contracting)

	 
	 	 
	Safety/Training

	 	•     Establish and implement company wide safety
standards, manage training programs

	 
	 	 
	Dispatch/Bidding/Commercial/Risk

	 	•     Bid plant into market

	Management/Trading

	 	•     Manage dispatch decisions

	 

	 	•     Identify and capitalize upon commercial
opportunities (e.g., bilateral sales)

	 
	 	 
	Origination

	 	•     Originate deals

	 
	 	 
	Analysis/Structuring

	 	•     Analyze/price commercialization opportunities

	 
	 	 
	Accounting

	 	•     Manage accounting information system

	 

	 	•     General accounting and related entries

	 

	 	•     Accounts Payable

	 

	 	•     Accounts Receivable

	 

	 	•     Account analysis and review

	 

	 	•     Fixed asset and intangible maintenance

	 

	 	•     Financial reporting

	 

	 	•     Compliance as needed

	 
	 	 
	Settlements

	 	•     Manage daily NYISO settlement process, resolve

disputes







 









 






	 	 	 
	Function	 	Representative Activities1
	Human Resources

	 	•     Manage benefits programs, payroll, employee
relations (bargaining/non-bargaining)

	 

	 	•     Compensation design and delivery

	 

	 	•     Recruiting - Processing background checks

	 

	 	•     Training — EEI testing

	 
	 	 
	Legal

	 	•     Provide legal services (support transactions,
litigation)

	 
	 	 
	Fuel Management

	 	•     Manage fuel purchases and emission allowance
transactions

	 
	 	 
	Transmission & Transportation Procurement

	 	•     Management fuel transportation/transmission
requirements

	 
	 	 
	Regulatory

	 	•     Manage regulatory relations, collect and input data
required by regulatory agencies

	 
	 	 
	IT Technical

	 	•     Support and manage information technology
infrastructure

	 
	 	 
	Administrative, Budgeting

	 	•     Perform general administrative, accounting/budgeting
support

	 
	 	 
	Insurance

	 	•     Purchase and manage insurance policies, manage
claims process

	 
	 	 
	Treasury/Financial Support/Credit

	 	•     Ensure entity has sufficient cash on hand to meet
its obligations

	 

	 	•     Manage credit support (collateral postings, letters
of credit)

	 

	 	•     Banking relationships, wire transfers

	 

	 	•     Review of pension plan portfolio and making funding
payments to the pension trust

	 

	 	•     Corporate Insurance evaluation, procurement, payment
and claims processing

	 

	 	•     Automobile liability

	 

	 	•     Worker’s Compensation

	 

	 	•     Payroll Services

	 
	 	 
	Tax

	 	•     Federal

	 

	 	•     Planning

	 

	 	•     Calculation of current and deferred tax expense

	 

	 	•     Preparation of tax returns

	 

	 	•     Respond to taxing authority inquiries and audits

	 

	 	•     State and local

	 

	 	•     Planning

	 

	 	•     Calculation of current and deferred tax expense

	 

	 	•     Preparation of tax returns

	 

	 	•     Respond to taxing authority inquiries and audits

	 

	 	•     Property







Notes




1).      Provided services include but are not limited to Representative Activities




 









 





Schedule 4.18

Permits



The attachment to Schedule 3.03(c) is incorporated herein by reference.






 









 








Schedule 4.19(a)

Sufficiency of Assets



All of the Intellectual Property listed on Schedule 4.13(a)



RES gas transportation contracts



Iroquois Contract








 









 








Schedule 4.19(b)

Estimated Allowances




Other than allowances that are required to be surrendered prior to Closing




ASTORIA




ACID RAIN AND NOx BUDGET ALLOCATIONS




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Acid Rain*	 	 	 	 	 	 	 	 	 	
NOx**	 	 	 	 	 	 	 	 	 	 
	 	 	SO2	 	 	 	 	 	 	 	 	 	 	 	 	 
	Station/Unit	 	2005 - 2035	 	 	Station	 	 	Unit	 	 	Year	 	 	Block	 
	Astoria 20
	 	 	20	 	 	 	 	 	 	Astoria	 	 	20	 	 	 	2005	 	 	 	23	 
	Astoria 30
	 	 	30	 	 	 	800	 	 	Astoria	 	 	20	 	 	 	2006	 	 	 	52	 
	Astoria 40
	 	 	40	 	 	 	1000	 	 	Astoria	 	 	20	 	 	 	2007	 	 	 	54	 
	Astoria 50
	 	 	50	 	 	 	1000	 	 	Astoria	 	 	20	 	 	 	2008	 	 	 	57	 
	 
	 	 	 	 	 	 	 	 	 	Astoria	 	 	30	 	 	 	2004	 	 	 	24	 
	 
	 	 	 	 	 	 	 	 	 	Astoria	 	 	30	 	 	 	2005	 	 	 	437	 
	 
	 	 	 	 	 	 	 	 	 	Astoria	 	 	30	 	 	 	2006	 	 	 	495	 
	 
	 	 	 	 	 	 	 	 	 	Astoria	 	 	30	 	 	 	2007	 	 	 	508	 
	 
	 	 	 	 	 	 	 	 	 	Astoria	 	 	30	 	 	 	2008	 	 	 	539	 
	 
	 	 	 	 	 	 	 	 	 	Astoria	 	 	40	 	 	 	2004	 	 	 	20	 
	 
	 	 	 	 	 	 	 	 	 	Astoria	 	 	40	 	 	 	2005	 	 	 	608	 
	 
	 	 	 	 	 	 	 	 	 	Astoria	 	 	40	 	 	 	2006	 	 	 	541	 
	 
	 	 	 	 	 	 	 	 	 	Astoria	 	 	40	 	 	 	2007	 	 	 	555	 
	 
	 	 	 	 	 	 	 	 	 	Astoria	 	 	40	 	 	 	2008	 	 	 	492	 
	 
	 	 	 	 	 	 	 	 	 	Astoria	 	 	50	 	 	 	2004	 	 	 	24	 
	 
	 	 	 	 	 	 	 	 	 	Astoria	 	 	50	 	 	 	2005	 	 	 	649	 
	 
	 	 	 	 	 	 	 	 	 	Astoria	 	 	50	 	 	 	2006	 	 	 	538	 
	 
	 	 	 	 	 	 	 	 	 	Astoria	 	 	50	 	 	 	2007	 	 	 	552	 
	 
	 	 	 	 	 	 	 	 	 	Astoria	 	 	50	 	 	 	2008	 	 	 	479	 
	 
	 	 	 	 	 	 	 	 	 	Astoria	 	 	CT1	 	 	 	2005	 	 	 	3	 
	 
	 	 	 	 	 	 	 	 	 	Astoria	 	 	CT1	 	 	 	2006	 	 	 	3	 
	 
	 	 	 	 	 	 	 	 	 	Astoria	 	 	CT1	 	 	 	2007	 	 	 	3	 
	 
	 	 	 	 	 	 	 	 	 	Astoria	 	Overdraft	 	 	2004	 	 	 	11	 
	 
	 	 	 	 	 	 	 	 	 	Astoria	 	Overdraft	 	 	2004	 	 	 	9	 








 




			
	*	 	The acid rain allowance surrender date is
March 1st.
	 
	**	 	The Federal NOx Budget allowance surrender
date is November 30th.






 











 





Narrows

NOx Budget Allocations



NOx Budget Allocations*



NOx




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Station	 	Unit	 	Year	 	Block
	Narrows
	 	 	1-1	 	 	 	2004	 	 	 	1	 
	Narrows
	 	 	1-1	 	 	 	2005	 	 	 	34	 
	Narrows
	 	 	1-1	 	 	 	2006	 	 	 	51	 
	Narrows
	 	 	1-1	 	 	 	2007	 	 	 	52	 
	Narrows
	 	 	1-1	 	 	 	2008	 	 	 	45	 
	Narrows
	 	 	1-2	 	 	 	2004	 	 	 	1	 
	Narrows
	 	 	1-2	 	 	 	2005	 	 	 	37	 
	Narrows
	 	 	1-2	 	 	 	2006	 	 	 	64	 
	Narrows
	 	 	1-2	 	 	 	2007	 	 	 	66	 
	Narrows
	 	 	1-2	 	 	 	2008	 	 	 	57	 
	Narrows
	 	 	1-3	 	 	 	2004	 	 	 	1	 
	Narrows
	 	 	1-3	 	 	 	2005	 	 	 	34	 
	Narrows
	 	 	1-3	 	 	 	2006	 	 	 	58	 
	Narrows
	 	 	1-3	 	 	 	2007	 	 	 	60	 
	Narrows
	 	 	1-3	 	 	 	2008	 	 	 	51	 
	Narrows
	 	 	1-4	 	 	 	2004	 	 	 	1	 
	Narrows
	 	 	1-4	 	 	 	2005	 	 	 	36	 
	Narrows
	 	 	1-4	 	 	 	2006	 	 	 	57	 
	Narrows
	 	 	1-4	 	 	 	2007	 	 	 	59	 
	Narrows
	 	 	1-4	 	 	 	2008	 	 	 	51	 
	Narrows
	 	 	1-5	 	 	 	2004	 	 	 	1	 
	Narrows
	 	 	1-5	 	 	 	2005	 	 	 	32	 
	Narrows
	 	 	1-5	 	 	 	2006	 	 	 	69	 
	Narrows
	 	 	1-5	 	 	 	2007	 	 	 	71	 
	Narrows
	 	 	1-5	 	 	 	2008	 	 	 	61	 
	Narrows
	 	 	1-6	 	 	 	2004	 	 	 	1	 
	Narrows
	 	 	1-6	 	 	 	2005	 	 	 	36	 
	Narrows
	 	 	1-6	 	 	 	2006	 	 	 	70	 
	Narrows
	 	 	1-6	 	 	 	2007	 	 	 	72	 
	Narrows
	 	 	1-6	 	 	 	2008	 	 	 	62	 
	Narrows
	 	 	1-7	 	 	 	2004	 	 	 	1	 
	Narrows
	 	 	1-7	 	 	 	2005	 	 	 	33	 
	Narrows
	 	 	1-7	 	 	 	2006	 	 	 	66	 
	Narrows
	 	 	1-7	 	 	 	2007	 	 	 	68	 
	Narrows
	 	 	1-7	 	 	 	2008	 	 	 	59	 
	Narrows
	 	 	1-8	 	 	 	2004	 	 	 	1	 








 




			
	*	 	The Federal NOx Budget allowance surrender
date is November 30th.




 









 










	 	 	 	 	 	 	 	 	 	 	 	 	 
	Station	 	Unit	 	Year	 	Block
	Narrows
	 	 	1-8	 	 	 	2005	 	 	 	33	 
	Narrows
	 	 	1-8	 	 	 	2006	 	 	 	51	 
	Narrows
	 	 	1-8	 	 	 	2007	 	 	 	52	 
	Narrows
	 	 	1-8	 	 	 	2008	 	 	 	45	 
	Narrows
	 	 	2-1	 	 	 	2004	 	 	 	1	 
	Narrows
	 	 	2-1	 	 	 	2005	 	 	 	28	 
	Narrows
	 	 	2-1	 	 	 	2006	 	 	 	48	 
	Narrows
	 	 	2-1	 	 	 	2007	 	 	 	49	 
	Narrows
	 	 	2-1	 	 	 	2008	 	 	 	42	 
	Narrows
	 	 	2-2	 	 	 	2004	 	 	 	1	 
	Narrows
	 	 	2-2	 	 	 	2005	 	 	 	28	 
	Narrows
	 	 	2-2	 	 	 	2006	 	 	 	38	 
	Narrows
	 	 	2-2	 	 	 	2007	 	 	 	39	 
	Narrows
	 	 	2-2	 	 	 	2008	 	 	 	34	 
	Narrows
	 	 	2-3	 	 	 	2004	 	 	 	1	 
	Narrows
	 	 	2-3	 	 	 	2005	 	 	 	23	 
	Narrows
	 	 	2-3	 	 	 	2006	 	 	 	56	 
	Narrows
	 	 	2-3	 	 	 	2007	 	 	 	57	 
	Narrows
	 	 	2-3	 	 	 	2008	 	 	 	49	 
	Narrows
	 	 	2-4	 	 	 	2004	 	 	 	1	 
	Narrows
	 	 	2-4	 	 	 	2005	 	 	 	20	 
	Narrows
	 	 	2-4	 	 	 	2006	 	 	 	40	 
	Narrows
	 	 	2-4	 	 	 	2007	 	 	 	41	 
	Narrows
	 	 	2-4	 	 	 	2008	 	 	 	36	 
	Narrows
	 	 	2-5	 	 	 	2004	 	 	 	1	 
	Narrows
	 	 	2-5	 	 	 	2005	 	 	 	28	 
	Narrows
	 	 	2-5	 	 	 	2006	 	 	 	41	 
	Narrows
	 	 	2-5	 	 	 	2007	 	 	 	42	 
	Narrows
	 	 	2-5	 	 	 	2008	 	 	 	36	 
	Narrows
	 	 	2-6	 	 	 	2004	 	 	 	1	 
	Narrows
	 	 	2-6	 	 	 	2005	 	 	 	27	 
	Narrows
	 	 	2-6	 	 	 	2006	 	 	 	49	 
	Narrows
	 	 	2-6	 	 	 	2007	 	 	 	51	 
	Narrows
	 	 	2-6	 	 	 	2008	 	 	 	44	 
	Narrows
	 	 	2-7	 	 	 	2004	 	 	 	1	 
	Narrows
	 	 	2-7	 	 	 	2005	 	 	 	27	 
	Narrows
	 	 	2-7	 	 	 	2006	 	 	 	40	 
	Narrows
	 	 	2-7	 	 	 	2007	 	 	 	41	 
	Narrows
	 	 	2-7	 	 	 	2008	 	 	 	36	 
	Narrows
	 	 	2-8	 	 	 	2004	 	 	 	1	 
	Narrows
	 	 	2-8	 	 	 	2005	 	 	 	28	 
	Narrows
	 	 	2-8	 	 	 	2006	 	 	 	51	 
	Narrows
	 	 	2-8	 	 	 	2007	 	 	 	52	 
	Narrows
	 	 	2-8	 	 	 	2008	 	 	 	45	 
	Narrows
	 	Overdraft	 	 	2004	 	 	 	2	 






 









 






Gowanus

NOx Budget Allocations



NOx Budget Allocations*



NOx




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Station	 	Unit	 	Year	 	Block
	Gowanus
	 	 	1-1	 	 	 	2005	 	 	 	14	 
	Gowanus
	 	 	1-1	 	 	 	2006	 	 	 	14	 
	Gowanus
	 	 	1-1	 	 	 	2007	 	 	 	14	 
	Gowanus
	 	 	1-1	 	 	 	2008	 	 	 	14	 
	Gowanus
	 	 	1-2	 	 	 	2005	 	 	 	16	 
	Gowanus
	 	 	1-2	 	 	 	2006	 	 	 	14	 
	Gowanus
	 	 	1-2	 	 	 	2007	 	 	 	15	 
	Gowanus
	 	 	1-2	 	 	 	2008	 	 	 	15	 
	Gowanus
	 	 	1-3	 	 	 	2005	 	 	 	15	 
	Gowanus
	 	 	1-3	 	 	 	2006	 	 	 	15	 
	Gowanus
	 	 	1-3	 	 	 	2007	 	 	 	15	 
	Gowanus
	 	 	1-3	 	 	 	2008	 	 	 	14	 
	Gowanus
	 	 	1-4	 	 	 	2005	 	 	 	14	 
	Gowanus
	 	 	1-4	 	 	 	2006	 	 	 	16	 
	Gowanus
	 	 	1-4	 	 	 	2007	 	 	 	16	 
	Gowanus
	 	 	1-4	 	 	 	2008	 	 	 	15	 
	Gowanus
	 	 	1-5	 	 	 	2005	 	 	 	15	 
	Gowanus
	 	 	1-5	 	 	 	2006	 	 	 	16	 
	Gowanus
	 	 	1-5	 	 	 	2007	 	 	 	16	 
	Gowanus
	 	 	1-5	 	 	 	2008	 	 	 	15	 
	Gowanus
	 	 	1-6	 	 	 	2005	 	 	 	17	 
	Gowanus
	 	 	1-6	 	 	 	2006	 	 	 	16	 
	Gowanus
	 	 	1-6	 	 	 	2007	 	 	 	17	 
	Gowanus
	 	 	1-6	 	 	 	2008	 	 	 	8	 
	Gowanus
	 	 	1-7	 	 	 	2005	 	 	 	13	 
	Gowanus
	 	 	1-7	 	 	 	2006	 	 	 	15	 
	Gowanus
	 	 	1-7	 	 	 	2007	 	 	 	15	 
	Gowanus
	 	 	1-7	 	 	 	2008	 	 	 	14	 
	Gowanus
	 	 	1-8	 	 	 	2005	 	 	 	15	 
	Gowanus
	 	 	1-8	 	 	 	2006	 	 	 	16	 
	Gowanus
	 	 	1-8	 	 	 	2007	 	 	 	17	 
	Gowanus
	 	 	1-8	 	 	 	2008	 	 	 	16	 
	Gowanus
	 	 	2-1	 	 	 	2004	 	 	 	1	 
	Gowanus
	 	 	2-1	 	 	 	2005	 	 	 	22	 
	Gowanus
	 	 	2-1	 	 	 	2006	 	 	 	17	 
	Gowanus
	 	 	2-1	 	 	 	2007	 	 	 	17	 
	Gowanus
	 	 	2-1	 	 	 	2008	 	 	 	26	 
	Gowanus
	 	 	2-2	 	 	 	2005	 	 	 	18	 








 




			
	*	 	The Federal NOx Budget allowance surrender
date is November 30th.




 









 










	 	 	 	 	 	 	 	 	 	 	 	 	 
	Station	 	Unit	 	Year	 	Block
	Gowanus
	 	 	2-2	 	 	 	2006	 	 	 	20	 
	Gowanus
	 	 	2-2	 	 	 	2007	 	 	 	20	 
	Gowanus
	 	 	2-2	 	 	 	2008	 	 	 	22	 
	Gowanus
	 	 	2-3	 	 	 	2005	 	 	 	22	 
	Gowanus
	 	 	2-3	 	 	 	2006	 	 	 	21	 
	Gowanus
	 	 	2-3	 	 	 	2007	 	 	 	22	 
	Gowanus
	 	 	2-3	 	 	 	2008	 	 	 	23	 
	Gowanus
	 	 	2-4	 	 	 	2004	 	 	 	1	 
	Gowanus
	 	 	2-4	 	 	 	2005	 	 	 	23	 
	Gowanus
	 	 	2-4	 	 	 	2006	 	 	 	20	 
	Gowanus
	 	 	2-4	 	 	 	2007	 	 	 	21	 
	Gowanus
	 	 	2-4	 	 	 	2008	 	 	 	33	 
	Gowanus
	 	 	2-5	 	 	 	2004	 	 	 	1	 
	Gowanus
	 	 	2-5	 	 	 	2005	 	 	 	16	 
	Gowanus
	 	 	2-5	 	 	 	2006	 	 	 	23	 
	Gowanus
	 	 	2-5	 	 	 	2007	 	 	 	23	 
	Gowanus
	 	 	2-5	 	 	 	2008	 	 	 	27	 
	Gowanus
	 	 	2-6	 	 	 	2005	 	 	 	19	 
	Gowanus
	 	 	2-6	 	 	 	2006	 	 	 	22	 
	Gowanus
	 	 	2-6	 	 	 	2007	 	 	 	23	 
	Gowanus
	 	 	2-6	 	 	 	2008	 	 	 	24	 
	Gowanus
	 	 	2-7	 	 	 	2005	 	 	 	17	 
	Gowanus
	 	 	2-7	 	 	 	2006	 	 	 	23	 
	Gowanus
	 	 	2-7	 	 	 	2007	 	 	 	23	 
	Gowanus
	 	 	2-7	 	 	 	2008	 	 	 	25	 
	Gowanus
	 	 	2-8	 	 	 	2005	 	 	 	23	 
	Gowanus
	 	 	2-8	 	 	 	2006	 	 	 	24	 
	Gowanus
	 	 	2-8	 	 	 	2007	 	 	 	24	 
	Gowanus
	 	 	2-8	 	 	 	2008	 	 	 	26	 
	Gowanus
	 	 	3-1	 	 	 	2004	 	 	 	1	 
	Gowanus
	 	 	3-1	 	 	 	2005	 	 	 	18	 
	Gowanus
	 	 	3-1	 	 	 	2006	 	 	 	22	 
	Gowanus
	 	 	3-1	 	 	 	2007	 	 	 	23	 
	Gowanus
	 	 	3-1	 	 	 	2008	 	 	 	24	 
	Gowanus
	 	 	3-2	 	 	 	2004	 	 	 	1	 
	Gowanus
	 	 	3-2	 	 	 	2005	 	 	 	18	 
	Gowanus
	 	 	3-2	 	 	 	2006	 	 	 	19	 
	Gowanus
	 	 	3-2	 	 	 	2007	 	 	 	19	 
	Gowanus
	 	 	3-2	 	 	 	2008	 	 	 	21	 
	Gowanus
	 	 	3-3	 	 	 	2005	 	 	 	14	 
	Gowanus
	 	 	3-3	 	 	 	2006	 	 	 	17	 
	Gowanus
	 	 	3-3	 	 	 	2007	 	 	 	18	 
	Gowanus
	 	 	3-3	 	 	 	2008	 	 	 	19	 
	Gowanus
	 	 	3-4	 	 	 	2004	 	 	 	1	 
	Gowanus
	 	 	3-4	 	 	 	2005	 	 	 	14	 
	Gowanus
	 	 	3-4	 	 	 	2006	 	 	 	19	 






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Station	 	Unit	 	Year	 	Block
	Gowanus
	 	 	3-4	 	 	 	2007	 	 	 	19	 
	Gowanus
	 	 	3-4	 	 	 	2008	 	 	 	20	 
	Gowanus
	 	 	3-5	 	 	 	2005	 	 	 	19	 
	Gowanus
	 	 	3-5	 	 	 	2006	 	 	 	21	 
	Gowanus
	 	 	3-5	 	 	 	2007	 	 	 	22	 
	Gowanus
	 	 	3-5	 	 	 	2008	 	 	 	23	 
	Gowanus
	 	 	3-6	 	 	 	2004	 	 	 	1	 
	Gowanus
	 	 	3-6	 	 	 	2005	 	 	 	11	 
	Gowanus
	 	 	3-6	 	 	 	2006	 	 	 	23	 
	Gowanus
	 	 	3-6	 	 	 	2007	 	 	 	24	 
	Gowanus
	 	 	3-6	 	 	 	2008	 	 	 	25	 
	Gowanus
	 	 	3-7	 	 	 	2005	 	 	 	11	 
	Gowanus
	 	 	3-7	 	 	 	2006	 	 	 	23	 
	Gowanus
	 	 	3-7	 	 	 	2007	 	 	 	23	 
	Gowanus
	 	 	3-7	 	 	 	2008	 	 	 	25	 
	Gowanus
	 	 	3-8	 	 	 	2004	 	 	 	1	 
	Gowanus
	 	 	3-8	 	 	 	2005	 	 	 	18	 
	Gowanus
	 	 	3-8	 	 	 	2006	 	 	 	21	 
	Gowanus
	 	 	3-8	 	 	 	2007	 	 	 	22	 
	Gowanus
	 	 	3-8	 	 	 	2008	 	 	 	23	 
	Gowanus
	 	 	4-1	 	 	 	2005	 	 	 	11	 
	Gowanus
	 	 	4-1	 	 	 	2006	 	 	 	13	 
	Gowanus
	 	 	4-1	 	 	 	2007	 	 	 	13	 
	Gowanus
	 	 	4-1	 	 	 	2008	 	 	 	14	 
	Gowanus
	 	 	4-2	 	 	 	2005	 	 	 	18	 
	Gowanus
	 	 	4-2	 	 	 	2006	 	 	 	12	 
	Gowanus
	 	 	4-2	 	 	 	2007	 	 	 	12	 
	Gowanus
	 	 	4-2	 	 	 	2008	 	 	 	13	 
	Gowanus
	 	 	4-3	 	 	 	2005	 	 	 	17	 
	Gowanus
	 	 	4-3	 	 	 	2006	 	 	 	11	 
	Gowanus
	 	 	4-3	 	 	 	2007	 	 	 	11	 
	Gowanus
	 	 	4-3	 	 	 	2008	 	 	 	11	 
	Gowanus
	 	 	4-4	 	 	 	2005	 	 	 	15	 
	Gowanus
	 	 	4-4	 	 	 	2006	 	 	 	10	 
	Gowanus
	 	 	4-4	 	 	 	2007	 	 	 	10	 
	Gowanus
	 	 	4-4	 	 	 	2008	 	 	 	10	 
	Gowanus
	 	 	4-5	 	 	 	2005	 	 	 	13	 
	Gowanus
	 	 	4-5	 	 	 	2006	 	 	 	13	 
	Gowanus
	 	 	4-5	 	 	 	2007	 	 	 	13	 
	Gowanus
	 	 	4-5	 	 	 	2008	 	 	 	14	 
	Gowanus
	 	 	4-6	 	 	 	2005	 	 	 	10	 
	Gowanus
	 	 	4-6	 	 	 	2006	 	 	 	12	 
	Gowanus
	 	 	4-6	 	 	 	2007	 	 	 	13	 
	Gowanus
	 	 	4-6	 	 	 	2008	 	 	 	13	 
	Gowanus
	 	 	4-7	 	 	 	2005	 	 	 	18	 
	Gowanus
	 	 	4-7	 	 	 	2006	 	 	 	12	 






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Station	 	Unit	 	Year	 	Block
	Gowanus
	 	 	4-7	 	 	 	2007	 	 	 	13	 
	Gowanus
	 	 	4-7	 	 	 	2008	 	 	 	12	 
	Gowanus
	 	 	4-8	 	 	 	2005	 	 	 	18	 
	Gowanus
	 	 	4-8	 	 	 	2006	 	 	 	11	 
	Gowanus
	 	 	4-8	 	 	 	2007	 	 	 	11	 
	Gowanus
	 	 	4-8	 	 	 	2008	 	 	 	10	 
	Gowanus
	 	Overdraft	 	 	2004	 	 	 	1	 
	Gowanus
	 	Overdraft	 	 	2004	 	 	 	11	 
	Gowanus
	 	Overdraft	 	 	2004	 	 	 	7	 
	Gowanus
	 	Overdraft	 	 	2004	 	 	 	13	 







 












 





Parts 237 and 238

New York

SO2 and NOx Allowances

Astoria Generating Co. LP




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Total NOx Part 237*	 	 	 	 
	 	 	04-05, 05-06, 06-07,07-08 NY	 	Total SO2 Part 238**	 	Total SO2 Part 238**
	 	 	Allocation	 	2005-2007	 	2008
	Station/Unit	 	(NY Non-Ozone Season)	 	Allocation	 	Allocation
	Astoria 20 (NY)
	 	 	10	 	 	 	0	 	 	 	0	 
	Astoria 30 (NY)
	 	 	737	 	 	 	1023	 	 	 	981	 
	Astoria 40 (NY)
	 	 	718	 	 	 	992	 	 	 	952	 
	Astoria 50 (NY)
	 	 	835	 	 	 	625	 	 	 	599	 
	Reliant Energy
General NOx
(2004-05) Purchase
	 	 	200	 	 	 	 	 	 	 	 	 
	TOTAL
	 	 	2,500	 	 	 	2640	 	 	 	2532	 






Note: 237 and 238 allocations do not apply to Gowanus and

Narrows.






 




			
	*	 	The state level NOx allowance surrender date
is September 30th. However, the surrender date for the 2004-2005 non-ozone
compliance season has been extended to November 29, 2005.
	 
	**	 	The state level SO2 Acid Deposition
Reduction allowance surrender date is March 1st.




 









 










Schedule 5.03(c)

Buyer Governmental Approvals



1. New York State Department of Environmental Conservation (“NYSDEC”) Permits/Registrations — the
following permits subject to New York Codes, Rules and Regulations Title 6 (“6 NYCRR”), Part 621
Applications for Permit Transfer will require notification of change in upstream equity ownership
upon closing. These permits are held by Astoria Generating Company, L.P. (for a complete listing
of these permits, see Schedule 3.03(c)-Attachment):





	 	•	 	State Pollutant Discharge Elimination System (water discharge permits)
	 
	 	•	 	Title IV, Article 19 (air permits) and companion regulations at 6 NYCRR Parts 201, 203,
& 215
	 
	 	•	 	Title V (air permits)
	 
	 	•	 	Section 401 Water Quality Certification
	 
	 	•	 	Environmental Conservation Law Article 15 (stream disturbance permits)




2. New York City Fire Department (“NYCFD”) Permits/Licenses




     Notification to the NYCFD will be required prior to transfer of any permits and licenses not
held in the name of Astoria Generating Company, L.P.


3. New York State Department of Public Service Approvals




     Written notice of the indirect transfer of Certificates of Environmental Compatibility and
Public Need issued under Article X resulting from the sale of the partnership interests in Astoria
Generating Company, L.P. must be provided to the Secretary of the Department of Public Service.



     The sale to Buyer of the partnership interests in Astoria Generating Company, L.P. is subject
to the prior approval of the Public Service Commission pursuant to Public Service Law Section 70.



     The encumbrance of the assets owned by Astoria Generating Company, L.P. pursuant to the credit
arrangements Buyer will put in place is subject to the prior approval of the Public Service
Commission pursuant to Public Service Law Section 69.


4. Federal Energy Regulatory Commission Approvals (“FERC”)




     Section 203 Application for transfer of ownership of the FERC jurisdictional facilities must
be approved in advance by FERC.


5. Federal Communications Commission (“FCC”)




     FCC approval required for transfer of ownership or control of radio licenses.



 









 




6. New York State Office of General Services (“OGS”)




     Corrective notice to OGS relating to assignment of the easement for lands underwater to
Astoria Generating Company, L.P. from Con Ed may be required.


7. NYSDEC Consent Orders




     The prior written approval of NYSDEC is required to replace Non-Company Affiliates that are
consent parties (see Schedule 4.12).


8. Hart-Scott-Rodino Act




     Applicable requirements under the HSR Act



 









 





Schedule 6.02

Certain Permitted Actions




     1. Iroquois Contract



     Astoria LP may, with the consent of Buyer, take such actions to succeed Reliant Energy
Services, Inc. in interest and become a “Replacement Shipper” under the Iroquois Contract and, if
successful in the bidding process, may enter into the following agreements:



     (a) Agreement Regarding Permanent Release of Long Term Firm Capacity.



     (b) Blanket Gas Transportation Contract for Firm Reserved Service with Replacement Shipper.



     (c) Gas Transportation Contracts for Firm Reserved Service



     (d) Pre-payment Agreement; and



     (e) Blanket Capacity Release Agreement.



     2. Blackstart



     Negotiation and execution of:



     (a) Sharing Agreement with NRG with respect to Blackstart services



     (b) Settlement Agreement for retroactive Blackstart revenues



     3. Undertaking an overhaul on Astoria LP Unit 30; including turbine instrumentation upgrade,
freshwater cooler replacement, feed water heater replacement, preheater basket change out, and ID
fan duct work replacement.



     4. Continuing compliance with NYDEC Consent Order (see Schedule 4.12)



     5. Borrowings under the intercompany revolving notes executed by OPNY LP in favor of Seller
Guarantor.



     6. Renewal and/or extension of the Repowering Federal Aviation Administration Permit (see
Schedule 4.07, item 4).



 









 





Schedule 6.02(a)(iii)

Certain Interim Period Expenditures




	1.
	 	Schedule 6.02(b)(iv) is incorporated herein by reference.
	 
	2.	 	Estimated remediation activities between October 1, 2005 and April 2006





	 	A.	 	Narrows
	 
	 	 	 	Bi-monthly Product Recovery — $15,400
	 
	 	B.	 	Astoria
	 
	 	 	 	Tank FO6-5 investigation — $68,000

Consent Order Activities — $65,100

Hazardous Waste Storage Area sewer line project — $186,000




 









 











Schedule 6.02(b)(iv)

Capital Expenditures



US $14,000,000*




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Oct	 	Nov	 	Dec	 	Q4 2005	 	Jan	 	Feb	 	Mar	 	Apr	 	Q1 2005	 	 	 	 
	Astoria
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Astoria Intake Screen-Phase 1 - Stl
	 	 	1,390	 	 	 	1,450	 	 	 	1,430	 	 	 	4,270	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	 	 
	AFB/WW Test Program
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	110	 	 	 	110	 	 	 	110	 	 	 	110	 	 	 	440	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	U3 Turbine Supervisory Instrumentation Upgrade
	 	 	—	 	 	 	30	 	 	 	30	 	 	 	60	 	 	 	—	 	 	 	—	 	 	 	90	 	 	 	90	 	 	 	180	 	 	 	 	 
	U3 Freshwater Cooler Replacement
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	210	 	 	 	210	 	 	 	 	 
	Feed Water Heater Replacement
	 	 	—	 	 	 	520	 	 	 	280	 	 	 	800	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	 	 
	U3 Air Preheater Basket Changeout
	 	 	—	 	 	 	460	 	 	 	460	 	 	 	920	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	 	 
	U3 Turbine Blade Replacement
	 	 	—	 	 	 	300	 	 	 	300	 	 	 	600	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	 	 	 	 	 	 
	Unit 3 ID Fan Duct Work Replacement
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	—	 	 	 	1,990	 	 	 	1,990	 	 	 	3,980	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Astoria Capital
	 	 	1,390	 	 	 	2,760	 	 	 	2,500	 	 	 	6650	 	 	 	110	 	 	 	110	 	 	 	2,190	 	 	 	2,400	 	 	 	4,810	 	 	 	11,460	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Replace Diesel Engine (unit 1-4)
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	—	 	 	 	90	 	 	 	—	 	 	 	90	 	 	 	 	 
	Flame Scanner Upgrades (5 units)
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	—	 	 	 	60	 	 	 	—	 	 	 	60	 	 	 	 	 
	Replace GGT1 138kv Transmission Tower
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	120	 	 	 	120	 	 	 	—	 	 	 	240	 	 	 	 	 
	NEW MVAR / FREQUENCY CONTROLS (GT2/GT3)
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	120	 	 	 	—	 	 	 	120	 	 	 	240	 	 	 	 	 
	Modular Lockout /Tag Out Facility
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	120	 	 	 	—	 	 	 	120	 	 	 	240	 	 	 	 	 
	Major Overhaul w /Mod Fit Hook Mod Unit 2-7
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	120	 	 	 	120	 	 	 	120	 	 	 	360	 	 	 	 	 
	Major Overhaul w /Mod Fit Hook Mod Unit 2-3
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	120	 	 	 	120	 	 	 	120	 	 	 	360	 	 	 	 	 
	Inlet Plenum Expansion Joint Repairs barges1,2,3
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	120	 	 	 	120	 	 	 	120	 	 	 	360	 	 	 	 	 
	REPLACE LOWER STACK ENCLUSURE / DIFFUSER
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	120	 	 	 	120	 	 	 	120	 	 	 	360	 	 	 	 	 
	REPLACE RADIATOR BANKS (8 UNITS)
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	120	 	 	 	120	 	 	 	120	 	 	 	360	 	 	 	 	 
	Gowanus Capital
	 	 	 	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	960	 	 	 	870	 	 	 	840	 	 	 	2,670	 	 	 	2,670	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Narrows — Flame Scanner Upgrades — Stl
	 	 	—	 	 	 	20	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	 	 
	Narrows — Transfer SW, HZ Contrller -Stl
	 	 	—	 	 	 	—	 	 	 	60	 	 	 	 	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	 	 








 




			
	*	 	Projects include: Astoria Unit 30 Outage and
associated projects, Astoria Pilot Intake Structure & Test Program, Gowanus
Outages and associated projects, and Narrows Outages and associated projects.




 









 










	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Oct	 	Nov	 	Dec	 	Q4 2005	 	Jan	 	Feb	 	Mar	 	Apr	 	Q1 2005	 	 	 	 
	NGT Barges Cathodic protection anodes
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	 	 
	Replace Diesel Engine (unit 2-8)
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	30	 	 	 	60	 	 	 	—	 	 	 	90	 	 	 	 	 
	Replace Diesel Engine (unit 2-5)
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	30	 	 	 	60	 	 	 	—	 	 	 	90	 	 	 	 	 
	Flame Scanner Upgrades (5 units)
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	—	 	 	 	60	 	 	 	—	 	 	 	60	 	 	 	 	 
	Replace/Repair Inlet Plenum Expansion Joints barge No.2
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	60	 	 	 	60	 	 	 	—	 	 	 	120	 	 	 	 	 
	Install new warehouse heating system (53rd street)
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	 	 
	NEW MVAR / FREQUENCY CONTROLS (GT1/GT2)
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	—	 	 	 	120	 	 	 	—	 	 	 	120	 	 	 	 	 
	Modular Lock out & Tag out facility
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	120	 	 	 	—	 	 	 	120	 	 	 	240	 	 	 	 	 
	Major Overhaul w/hook fit modification (2-7)
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	120	 	 	 	120	 	 	 	120	 	 	 	360	 	 	 	 	 
	Replace Lower Exhaust Plenum/Diffusers
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	120	 	 	 	—	 	 	 	—	 	 	 	120	 	 	 	 	 
	Replace Radiator Banks (8 units)
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	60	 	 	 	60	 	 	 	60	 	 	 	180	 	 	 	 	 
	Barge No. 1 Exhaust Stack Replacement
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	370	 	 	 	300	 	 	 	—	 	 	 	670	 	 	 	 	 
	Narrows Capital
	 	 	 	 	 	 	20	 	 	 	60	 	 	 	80	 	 	 	—	 	 	 	910	 	 	 	840	 	 	 	300	 	 	 	2,050	 	 	 	2,130	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	NYC
	 	 	1,390	 	 	 	2,780	 	 	 	2,560	 	 	 	4,350	 	 	 	110	 	 	 	1,980	 	 	 	3,900	 	 	 	3,540	 	 	 	9,530	 	 	 	16,260	 







 












 





Schedule 6.05(a)

Support Obligations




(as of 9/27/2005)



Astoria




Letters of Credit

(issued in the ordinary course of business to secure payment obligations under contracts)




	 	 	 	 	 	 	 
	Westport Petroleum
	 	$	1,000	 	 	(expires 12/30/05)(1)
	Dominion Energy Marketing
	 	$	1,500,000	 	 	(expires 6/30/06 — auto renew)
	Constellation Energy
	 	 	 	 	 	 
	Commodities, Inc.
	 	$	3,500,000	 	 	(expires 7/12/06 — auto renew)
	Vitol S.A.
	 	$	1,000	 	 	(expires 12/30/05) (1)
	Trafigura
	 	$	14,000,000	 	 	(expires 10/31/05) (1)
	 
	 	 	 	 	 	 
	Corporate Guaranties
	 
	 	 	 	 	 	 
	Glencore Ltd.(2)
	 	$	5,000,000	 	 	 
	George E. Warren(2)
	 	$	2,000,000	 	 	 






General Guaranties



Consolidated Edison Company of New York, Inc (“ConEd”) — A guarantee by Seller of the payment and
performance of Astoria LP’s covenants, agreements, obligations, liabilities, representations and
warranties under that certain Generating Plant and Turbine Asset Purchase and Sale Agreement by and
between Astoria LP and ConEd, dated as of March 2, 1999



Department of Homeland Security, United States Coast Guard — A guarantee by Seller to discharge
Astoria LP’s liability, if any, with respect to specified vessels for costs and damages arising
under certain sections of the Oil Pollution Act of 1990 and the Comprehensive Environmental
Response, Compensation, and Liability Act






			
	 
	Notes:	 	 
	 
	(1)	 	Current expiration date is shown. The credit support provided by Non-Company Affiliates
to these parties may be (a) extended and/or the dollar amount increased in the event that
Astoria LP enters into additional transactions for oil supply or (b) reduced upon the
completion of current transactions; provided that any such actions are in accordance with
the provisions of the PSA.
	 
	(2)	 	These guaranties from Non-Company Affiliates are maintained for support of potential
spot transactions with these oil suppliers. As of the date shown above, no current
transactions are in effect.




 









 










Schedule 6.06

Excluded Assets



Blackstart revenues from the NYISO attributable to the period from September 2002 to August 2005



Payments and/or reimbursements received from NRG pursuant to the A-10 Dock Sublicense Agreement
between Astoria Gas Turbine Power, LLC and Astoria Generating Company, L.P. dated August 25, 2005
attributable to pre-Closing periods



Any proceeds with respect to adjusted NYISO settlements attributable to the period from March 2000
to Closing*



Payments received pursuant to the property tax claims below:





	 	•	 	Orion Power Holdings, et al. v. New York City Tax Commission, et al., New York State
Supreme Court, Kings County, Index Nos. 41686-01, 42649-02, 41603-03
	 
	 	•	 	Orion Power Holdings, et al. v. New York City Tax Commission, et al., New York State
Supreme Court, Queens County, Index Nos. 103912-01, 103556-02, 103825-03
	 
	 	•	 	Astoria Generating Company, L.P. v. Tax Commission, 32592/2004, Kings County
	 
	 	•	 	Astoria Generating Company, L.P. v. Tax Commission, 100271-04, Queens County
	 
	 	•	 	Any tax refund payment attributable to Astoria Generating Company, L.P. property tax
controversy for tax year 2005-2006 related to plant misclassification issues, to the extent
relating to pre-Closing periods.







 




			
	*	 	PSA to be revised to include indemnity from
Seller to Buyer for payments owed, if any, to NYISO pursuant to such
settlements.




 









 










Schedule 6.07

Terminated Contracts



Tax Sharing Agreement dated effective as of October 1, 2002, by and among Reliant Energy, Inc., and
each other affiliated entity listed on Schedule A thereto






 









 








Schedule 6.09

Scheduled Insurance Policies



Pollution Legal Liability Select® Policy issued by American International Specialty Lines
Insurance Company (Policy period: July 29, 2004 through July 29, 2006)



Cleanup Cost Cap Insurance policy issued by C&I Commerce and Industry Insurance Company
(Policy period: July 29, 1999 through July 29, 2009)



Punitive Damage Liability Insurance Policy issued by Starr Excess International, Bermuda
Branch (Policy period: July 29, 2004 through July 29, 2006)






 









 








Schedule 6.14(c)

Affiliate Employees



Andrew Oliver            Senior Environmental Specialist







 









 








Schedule 6.14(i)

Certain Retirees




Inactive Astoria Participants as of September 29, 2005




	 	 	 	 	 	 	 
	Last Name	 	First Name	 	Union/Non-Union	 	 
	Allen

	 	William
	 	union
	 	life
	Baldi

	 	Joseph
	 	union
	 	life
	Benze

	 	Robert
	 	union
	 	life
	Camilleri

	 	Victor
	 	nonunion
	 	life
	Carabello

	 	Paul
	 	union
	 	life
	Cardona

	 	Benjamin
	 	union
	 	life
	Clarke

	 	Gladstone
	 	union
	 	life
	Cruz

	 	Victor
	 	union
	 	life
	Dalo

	 	Nathan
	 	union
	 	life
	Dopyera

	 	Richard
	 	union
	 	life
	Ehnes

	 	Gustave
	 	nonunion
	 	life/medical/dental
	Fleck

	 	Edward
	 	nonunion
	 	life/medical
	Fichter

	 	John
	 	union
	 	life
	Glaser

	 	Karl
	 	nonunion
	 	life
	Grant

	 	Britan
	 	union
	 	life
	Gregoretti

	 	Giuliano
	 	union
	 	life
	Gyori

	 	Willi
	 	union
	 	life
	Hachtel

	 	Henry
	 	union
	 	life
	Haley

	 	Edward
	 	union
	 	life
	Hand

	 	Patrick
	 	union
	 	life
	Hinkson

	 	Joshua
	 	union
	 	life
	Huntington

	 	Philip
	 	union
	 	life
	Kelly

	 	Walter
	 	union
	 	life
	Kravitsky

	 	Stephen
	 	union
	 	life
	Lane

	 	William
	 	union
	 	life
	Lugo

	 	Jackson
	 	union
	 	life/medical
	Mellett

	 	Thomas
	 	union
	 	life
	Mikucki

	 	Richard
	 	union
	 	life
	Miller

	 	Henry
	 	union
	 	life
	Morrison

	 	Harold
	 	nonunion
	 	life
	O’Gorman

	 	Dennis
	 	union
	 	life/dental
	Phillips

	 	Chris
	 	union
	 	life
	Polito

	 	Giuseppe
	 	union
	 	life
	Reichle

	 	John
	 	union
	 	life/medical
	Reistad

	 	Dennis
	 	union
	 	life
	Ring

	 	Denis
	 	union
	 	life
	Riordan

	 	Andrew
	 	union
	 	life
	Robano

	 	Dominick
	 	union
	 	life






 









 






	 	 	 	 	 	 	 
	Last Name	 	First Name	 	Union/Non-Union	 	 
	Roldan

	 	Jaime
	 	union
	 	life
	Romero

	 	Jacob
	 	union
	 	life
	Rossini

	 	Dennis
	 	union
	 	life
	Salak

	 	John
	 	union
	 	life
	Stinfil

	 	Pierre
	 	union
	 	life
	Taylor

	 	Robert
	 	union
	 	life
	Veiga

	 	Robert
	 	union
	 	life
	Wolkoff

	 	Dmitri
	 	nonunion
	 	life/medical






 









 






Schedule 7.01(c)

Third Party Consents



None





 









 








Schedule I-1

Sellers’ Knowledge Persons




Mark Sudbey

Dan Hannon

David Sladic

Walter Fred McGuire

Meade Collard

Matthew Greek




 









 





Schedule I-2

Buyers’ Knowledge Persons




Jacob J. Worenklein

Jeff D. Hunter

Ian Nutt

Patrick C. Eilers

Thomas S. Souleles




 









 





Schedule I-3

Equipment Excluded From Closing Date

Working Capital Amount



1 off GSU transformer — value $1,711,108



1 off ELEM/VOLCASE?CW BFP PMP 345973 — value $250,589



1 off Blade, hydrogen, set — value $186,142



2 off gear set, load pinion, high speed — value $184,282



1 off Pump/oil/emerg bearing — value $147,425



1 off gear accessory, complete — value $102,523