Exhibit 3

STATE OF CONNECTICUT

DEPARTMENT OF ENVIRONMENTAL PROTECTION

In the matter of

The State of Connecticut and

Middletown Power LLC

Trading Agreement

and Order No. 8215

~,ereas, tne Commissioner of Environmental Protection

("Co:Tlfllissioner") and Middletovrn Power LLC ("MP") agree that it is

in the public interest that they work cooperatively to improve

the air quality within the State of COTh~ecticut and that the use

of emission reduction trading will achieve this result in a

timely and cost-effective manner:

A. At the request and with the agreement of M? the

Commissioner finds the following:

1. MP is an exempt wholesale electric generating company

with its principal place of business in Sewickley,

?ep_~sylvania. On December 15, 1999 MP purchased from

The Connecticut Light and Power Company and now OwTIS

one fossil fuel-fired electric generating station,

Middletown Station, at 1866 River rtoad in MiddletoHu,

Co~~ecticut ("facilityW).

2. At the facility, NRG Middleto~~ Operations Inc.

operates Middletown Station Unit 4, Connecticut Permit

Nlli~ber 104-0003, a 400 megawatt tangentially-fired

noiler ("boiler#). The boiler has the dual capa~ity to

operate on fuel oil (No. 6 or No.2). No. 2 fuel oil

is used primarily as an ignition fuel as part of the

start-up procedure. A continuous emissions monitor

("C3..M"), certified to 40 Code of Federal ?egulations

("CFR") Part 75, measures nitrogen oxide

("NOx") emissions from the boiler:

3. During the year 1981, prior to modifications of the

boiler's burner, combustion controls and operating

conditions, and based on Department of Envirolli~ental

Protection ("Department") approved stack test data and

A?-42 emission factor data, the average annual NOx

emission rate for Middletowu Station Unit 4 was 0.278

pounds per million 3ritish thermal units ("lbslr1M3tu")

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Date:
Middletovffi Power LLC Trading Agreement

and Order No. 82is

of heat input when operating on No. 6 fuel oil and 0.17

Ibs/MMBtu of heat input when operating on No.2 fuel

oil. On and after May·3l, 1995, the Regulations of

Connecticut State .~gencies ("Regulations") require that

the boiler emit NOx at a rate no greater than 0.25

Ibs/MMBtu of heat input when operating on No.6 fuel

oil and 0.20 lbs/MMBtu of heat input when operating on

No. 2 fuel oil.

4. In January 1994, The Co~~ecticut Light and Power

Company completed modifications of the boiler's burner

and combustion controls, and began to test and adjust

operating conditions, thereby reducing the boiler's NOx

emission rates below its permitted, allowed and actual

baseline emissions rate. Such modifications enabled

MP's boiler to frequently meet and operate below the

emission limitation specified in Section 22a-174-22(el

of the Regulations.

~. After December 15, 1999, MP may obtain approval of

actual reductions in NOx emissions, generated by

operating the boiler at a rate which is below 0.25

Ibs/MM3tu of heat input when operating on No. 6 fuel

oil and 0.17 Ibs/MMBtu of heat input when operating on

No. 2 fuel oil for use as discrete emission reduction

credits ("DERCs"). If DERCs are created during the

ozone season, MP may obtain approval for such

reductions for use as Budget discrete emission

reductions credits ("BDERCs").

6. Pursuant to Section 22a-174-22(j).of the Regulations,

MP intends to acquire cu,d generate approved DERCs until

May 1, 2003 at the faciiity. Approved DERCs are

defined for purposes of this Trading Agreement and

Order as those for which the Commissioner has provided

written authorization for use in compliance with

Section 22a-174-22 of the Regulations. MP will acquire

approved DERCs monthly on an as-needed basis, as

determined by actual NOx emissions in the event that

the 24-hour average of actual NOx emissions exceeds the

NOx emission limitations of Section 22a-174-22(e) of

the Regulations.

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Middletown ?ower LLC Trading Agreement

and Order No. 8215

7. Wnen properly documented by MP; and approved by the

Co~~issioner, the reductions in NOx emissions

identi~ied above, and as computed in accordance with

the terms of this Trading Agreement and Order, will

conform to the requirements of Section 22a-174-22(j) (3)

of the Regulations. Specifically, the reductions ~lill

be:

Real because they result in a reduction of actual

emissions released into the air, net of any

co~sequential increase in actual' emissions resulting from

shifting demand. The emissio~ reductions are properly

measured, recorded and reported.

Quantifiable because they are based on continuous

emission monitoring data as applied in an aooropriate

reliable and replicable protocol, providing the rate and

total mass amount of reduction.

Surplus because they are not required by any Connecticut

statute or regulation mandated by a current State

Implementation Plan ("SIP-), and are not currently relied

upon in any applicable attaip~ent plan, any reasonable

further progress plan or milestone demonstration.

?ermanent because the advanced control system is in place

and operating, and an appropriate tracking system is in

place to monitor all data re~~ired to verify and quantify

tne creation of D3~Cs.

3nforceable because the DERCs are approved by the

Co~~issioner retrospectively after the submission by MP

of the seasonal or annual report that will docume~t. their

creation.

8. As doc~~ented in Attac~~ent 1, attacned to and

incorporated by reference into this Trading Ag=eement and

Order, 70 tons of non-ozone season NOz DERCs and 40.8

tons of ozone season NOx 3DERCs were generated by the

boiler between December 16, 1999 and June 30, 2000.

9. Ten (10) percent of these DERCs (7 tons non-ozone

season, 4,1 tons ozone season) are retired and

gerrr~~ently remo7ed from all calculations to assure a

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Middleto~m Power LLC Trading Agreement

and Order No.

8215

benefit to the environment. The total available for

use, after rounding down to the nearest whole number

for annual serial assignment purposes, is 98 DERCs (62

tons non-ozone season, 36 tons ozone season) .

3. The Co~ssioner, in accordance with the prov~sions of this

Trading Agreement and Order, pursuant to Section 22a-174-

22(d) (3) of the Regulations, will allow MP and approved

sources within Cop_~ecticut to use 62 tons of non-ozone

season NOx DERCs and 36 tons of ozone season NOx BDERCs

referenced in paragraph A.9. of this Trading Agreement and

Order for purposes of compliance under Section 22a-174-22{j)

of the Regulations to achieve a portion of the nitrogen

oxice emission reductions required by Section 22a-174-22 of

the rtegulations. DERC creation serial numbers assigned by

the Department to these approved reductions of NOx emissions

are provided in Table 1 of this Trading Ag~eement and Order:

TABLP . 1 -- 1999 I 2000

Non ozone season NOx CT99/8215 (DC)?- CTOO/8215 (DC)?-

DilRC serial nu.wers 3NOxnozi-7 3NOx..'T1oz1-55

Ozone season NOx N/.~ CTOO/8215(BDC)?-

3DilRC serial numbers 3NOxoz1-36

3.2. Ozone season 3DERCs may be generated and used in accordance

with this Trading Agreement and Order.

3.3. Upon sufficient documentation as prescribed below, the

Commissioner may provide written approval of the generation

of additional DERCs by M? retrospectively. "Approved D~rtCS

and 3DERCs generated by M? may "be held by MP or transferred

to other persons in accordance with this Trading Agreement

and Order. .

B.4. The Commissioner, in accordance with the provisions of this

Trading Agreement and Order, pursuant to Section 22a-l74-

22(d) (3) of the Regulations, hereby allows M? to comply with

Section 22a-174-22 (d) (l) of the rteg'..llations t.hrough use of

DL::RC trading.

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Middletown Power LLC Trading .!l..greem="J!t

and Order No.

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C. With the agreement of MP, the Commissioner, ac~~ng under

Sections 22a-6, 22a-171, 22a-174, 22a-176, and 22a-177 of

the Connecticut General Statutes, orders MP as follo~s:

1. DERC generation.

a. For purposes of generating DERCs from the boiler at

the facility, MP shall use 0.25 lbs/MMBtu of heat

input when operating on No.6 fuel oil and 0.17

lbs/MMBtu of heat input when operating on No. 2 fuel

oil as the baseline emission rates for the boiler,

~r the proportioned baseline emission rate set forth

in footnote 2 of paragraph C.II. of this Trading

Agreement and Order, when simultaneously operating

on more than one fuel. MP shall use the above

referenced baseline emission rate(s) when

calculating the proportioned baseline emission rate.

~~en calculating DERCs, MP shall use the lower of

daily total C~~-calculated MM3tu value or actual

fuel usage data for the boiler in ~~tu/day, when

determining heat input. Th: ten (10) percent

~~certainty discount due to not having data from an

official Method 7-2 stack test or CEM data while

operating on No, 2 fuel oil shall be incorporated

into the proportioned baseline emission rate

whenever the boiler is operating on No. 2 fuel oil

as referenced in paragraph C.ll. of this Trading

Agreement and Order and shall be retired by the

facility and permanently removed from all

calculations on a daily basis. An adqitional ten

(10) percent of all DERCs (tons) generated by th~

boiler shall be recired by the facility and

permenently removed from all calculations on a daily

basis to assure a benefit to the environment.

b. Non-ozone Season ~estrictions. Non-ozone season

NOx DERCs generated by MP shall be created and

approved in accordance with this Trading Agreement

and Order, and shall remain valid until they are

used or until May 1, 2003, whichever occurs first.

c. Ozone Season Restrictions. Tne boiler is subject

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Middletown Power LLC 'l'rading Agreement

and Order No.

8215

to Section 22a-174-22a of the aegulations ("NOx

Budget Program-) in 1999 and every year thereafter.

The boiler may generate ozone season 3DEacs to

comply with Section 22a-174-22 of the Regulations

in accordqnce with paragraph C.I.a. of this Trading

Agreement and Order and the following conditions

and restrictions: 1) BDERCs shall only be

generated by the boiler from May 1 through

September 30 of a given year, 2) 3D~RCs shall only

be used by other NOx Budget Program sources located

in COlliiecticut, 3)· BDERCs shall only be used to

offset ozone season excess emissions, and shall not

be used for compliance during the non-ozone season;

and 4) BDERCs generated during a given year shall

only be used during the following ozone season,

with the exception of 3DERCs generated during 1999,

which may be used in the 2001 ozone season. For

example, BDERCs generated "during the 1999 ozone

season may be used during the 2001 ozone season.

However, BDERCs generated during the 2000 ozone

season may only b~ used during the 2001 ozone

season. BDERCs may be generated lliitil May 1, 2003.

BDERCs are subject to all DERC requi~ements set

forth in this Trading Agreement and Order except

for those re~Jireme~ts pertaining solely to nonozone season D3RCs and as otherwise may be

provided.

2. D3~C Use. Approved DERCs shall be acquired for

compliance with the emission standards in Section 22a174-22 of the Regulations for the period beginning

December 1~, 1999 and continuing until.MP achieves

permanent compliance for the boiler with the emission

standards in section 22a-174-22(e) of the Regulations

or until May 1, 2003, whichever Qccurs first. MP shall

acquire approved D3RCs, fuid document and record the

amounts of NOx emissions and DE~Cs used by serial

number. (if assigned) by the boiler each day, and shall

maintain and provide such records in accordance with

the following and Section 22a-174-4 of the Regulations,

until May 1, 2003:

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Middleto'NTI Po~er LLC Trading Agreement

and Order No.

8215

a. Before the first day of each month, calculate

projected worst case DERCs required for that

calendar month as follows:

DERCs (tons) = {[estimated worst case NOx emission

rate in lbs/MMBtu - {(D.9S) x (NOx RACT limit or

proportioned emission rate calculated pursuant to

Section 22a-l74-22{f) (2) (A) of the Reg-Illations in

lbs/MMBtu))] x (Estimated fuel use in MMBtu)} •

2000 pounds.

b. Acquire sufficient approv~d DERCs no later than

the-first day of each month to"assure compli~~ce

with the emission standards ih Section 22a-l74-22

of the Regulations for, at a rninimlliu, that

calendar month. With the exception of 3DERCs,

excess DERCs from previous months can be applied

to subsequent ~onths. BDERCs are subject to the

limitations set forth in paragraph C.l.c. of this

Trading Agreement and Order. At a minimum, DERCs

required shall be adjusted upwards by 100% if

DE?-Cs are not in M?'s possession prior to the

first day of each month.

c. No later tha~ the twentieth day of each month,

calculate DERCs used in the preceding calendar

month, as follows:

(1) For the boiler on each day, determine whether

the 24-hour average NOx emission rate* is

less than the baseline emission rate or

greater than the NOx RACT limit.

(2) vilien the boiler has a daily NOx emission rate

(24-hour average) exceeding the NOx RACT

limit, calculate the amount of DERCs used, as

follows:

D~~Cs (tons) = {[(C~~-recorded NOx daily

average emission rate in lbs/l1M3tu*)

((0.95) x (NOx R~CT limit or proportioned

emission rate calculated pursuant to Section

22a-174-22{f) (2) (.~) of the ~egulations in

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Middletown Power LLC Trading Agresne.T1t

and Order No.

8215

lbs/MMBtu)) 1 x (actual fuel use in MMBtuJ} ...

2000 pounds.

~This rate shall be calculated pursuant to

the methodology described in 40 CF? ?art 75.

d. Maintain documentation to attest to the fact that

D2RCs used during the ozone season were generated

during the ozone season. Generator certification

of this fact shall be sufficient.

e. After full program review, and if the Commissioner

deems it appropriate, the Co~~issioner may allow

the survival and use of approved DE~Cs beyond

April 30, 2003, subject to the limitations set

forth in paragraph C.l.c. of this Trading

Agreement and Order.

f. ?ursuant to Section 22a-174-22(d) (3) of the

Regulations, MP may use NOx allowances, pursuant

to Section 22a-174-22(j) or the Regulations to

achieve all or a portion of the reductions

required by Section 22a-174-22 of the Regulations.

Any allowance used for compli~nce with Section

22a-174-22(el of the ~egulations shall be subject

to all restrictions and/or requirements applicable

to DERCs contained in this Trading Agreement and

Order.

3. M? shall maintain records for the boiler showing daily

NOx mass emissions, and actual NOx emission rates (24-

hour average). M? shall also maintain reco"rds showing

a daily total of all DErt~s generated net of the

applicable ~~certainty and enviro~~ental discounts.

4. In requesting approval of DERCs generated by the

boiler, M? shall provide documentation containing a

sfu~le spreadsheet with calculation formulas used to

determine reported numbers; monthly operating reports

of actual fuel usage including the fuel BTU content,

nurober of barrels, gallons, and cubic feet used for"

each fuel type; daily MMBtu for each fuel type and

actual heat input based upon CEM-recorded data; daily

weighted and unweighted actual NOx emission rates (24-

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Middletovm Power LLC Trading .Zi.greeme.i1,t

and Order No.

8215

hour average); and DE~Cs generated using the baselin~

e~ission rate(s), or the proportioned baseline emission

rate referenced in paragraph C.l. of this Trading

Agreement and Order, net of tne applicable uncertainty

and environmental discounts.

~. ~~en the daily C~-recorded NOx emission rate is used

to calculate DERCs generated by the boiler, MP shall

not include missing data calculated in accordance with

any missing qata substitution procedures, including

those allowed under 40 CF~ Part 75. ~~en the daily

C~~-recorded NOx emission rate is used to calculate

DERCs used by the boiler, M? shall include missing data

calculated in accordance with missing data substitution

procedures under 40 C?R Part 75.

6. No later than March 1 of every year after issuance of

this Trading Agreement and Order, MP shall include with

the ~xmual Emission Statement provided to the

COM~issioner, a record of each sale or other transfer,

~Jd use of any and all of the DERCs approved within and

subsequent to issuance of this Trading Agreement and

Order until all such D~RCs have been used. MP shall

also include actual NOx emissions from the boiler, and

the amount of all DERCs used (including serial numbers

(if assigned) and approved DERCs generated and/or

purchased from other facilities), generated and/or

approved for the previous calendar year. These reports

shall be on a form prescribed by the Commissioner.

This reporting may cease if a central registry is

approved by the Commissione~_ Should M? choose to

discontinue the generation of DERCs, MP shall notify

the Commissioner in writing upon discontinuance.

7. In order to consider C~~-recorded NOx emission rates

valid for DERC approval, all NOx and C02/02 C@1s must

comply with 40 Code of ?ederal Regulations Part 75.

8. MP shall retain records and supporting documentation as

described in this Trading Agreement and Order for a

mini~~ of five years, commencing on the date such

records were created. MP shall provide the records

specified above to the Commissioner within thirty (30)

days OI receipt of a written request from the

Initials: 9 Date:
Middletown Power LLC

Commissioner.

Trading Agresnent

and Order No.

8215

9. Upon sufficient documentation, as determined by the

Co~~ssioner, that MP has met the requi~ements of

paragraphs C.1., C. 2., C. 3, C. 4., C. 5., C. 7., C.10. ,

a~d C.II., of this T~ading Agreement and Order, the

Commissioner may provide written approval of DERCs

generated by MP retrospectively, in addition to those

approved in paragraph 3. of this Trading Agree~ent ~,d

Order. Requests for approval of all subsequent DERCs

generated shall be submitted in writing to the

Commissioner. Approved DE~Cs created by M? may b~ held

or transferred to other persons. Such DERCs shall

remain valid until they are used or until May 1, 2003,

whichever occurs first.

10. Should MP choose to generate additional DERCs, reports

documenting these DERCs shall be submitted to the

COIT@issioner on an ozone season, non-ozone season

(January through April and/or October through

December), or annual basis. such reports shall be

compiled on a monthly basis and shall be submitted at

least on an annual basis.

11. ~nen the boiler has daily NOx emissions below the

applicable baseline emission rate(s), or the

proportioned baseline emission rate, MP shall calculate

the amount of DERCs generated 3S follows:

DE~Cs (tons) = {[Total heat inout1 of all fuels in

MMBtu x ((proportioned baseline e~ission rate2 ) - (the

C~~-recorded NOx emission rate3 }) J 2000 lbsiton} Y.

(0.901.'

",There:

1 Heat input shall be calculated using the lower of

CEM-recorded data or actual fuel usage data in MMBtu

per unit of fuel co~busted.

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Middletown Power LLC Trading _h.greement

and Order No.

8215

2 This rate shall be calculated by 1) multiplying the

heat input of each fuel co~busted by the baseline

emission rate(s) for such fuel; 2) su~~ing those

products; and 3) dividing the sum by the total heat

input. If the boiler is operating exclusively on one

fuel, MP may replace the proportioned baseline emission

rate with the applicable baseline emission rate, for

that fuel. The ten (10) percent uncertainty discount

due to not having data from an official Method 7-3

stack test or C~1 data while operating on No. 2 fuel

oil shall be incorporated into the proportioned

baseline ~mission rate whenever the boiler is operating

on No.2 fuel oil.

3 This rate shall be calculated pursuant to the

methodology described in 40 Code of Federal Regulations

Part 75 and weighted pursuant to the Department of

Environmental Protection's policy statement entitled

-Guidance for Calculation of ~~ission Reduction Credits

and Determination of Compliance with NOx ~~CT for

Sources Subject to 40 C?R (Acid Rain Sources)" dated

12/18/98 which is attached to and incorporated by

reference into this Trading Agreement and Order as part

of Attachment 1.

4 ~~ additional ten (10) percent of all D3RCs (tons)

generated by the boiler shall also be retired by the

facility and permanently removed from all calculations

on a daily basis to assure a benefit to the

environment.

12. Bacn allowance used for compliance with Section 22a174-22 of the Regulations shall be equivalent to one

discrete emission reduction credit and shall be

deducted from MP's NOx Budget Program compliance

account upon such use. Allowances shall be considered

used for compliance with Section 22a-174-22 of the

~egu1ations when they are transferred from the

facility's compliance ac~ount or overdraft account to a

State of Connecticut NOx allowance retirement account.

13. Aourovals. MP shall use best efforts to submit to the cO~~~ssloner all documents required by this Trading

Agreement and Order in a complete and approvable form.

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Middletown Power LLC Trading Agreement

and Order No.

e2lS

If the Commissioner notifies MP that any document or

other action is deficient, and does not approve it with

conditions or modifications, it is deemed disaoproved, and MP shall correct the deficiencies and resubmit it

within the time specified by the Commissioner or, if no

time is specified by the Commissioner, within 30 days of the Commissioner's notice of deficiencies. In

approving any docurn~nt or other action under this

Trading Agreement and Order, the Commissioner may

approve the document or other action as submitted or

nerformed or with such conditions or modifications as

che Commissioner deems necessary to carry out the

purposes of this Trading Agreement and Order. Nothing in this paragraph shall excuse noncompliance or delay.

14. Definitions. As used in this Tradin~ A~reernent and

Order, "coITLTIlissioner" means the COITrrm.SS10ner or a

representative of the Commissioner; -Ozone seasonmeans the period from May 1 through September 30 in any given calendar year; ~NOx R~CT" means NOx Reasonably .~vailable Control Technology. The date of "issuance"

of this Trading Agreement and Order is the date the

Trading Agreement and Order is deposited in the u.s.

mail or personally delivered, whichever is earlier.

15. Dates. The date of submission to the Commissioner of

any aOClli~ent required by this Trading Agreement and

Order shall be the date such document is received by the Commissioner. The date of any notice by the Co~~issioner under this Trading Agreement and Order,

including but not limited to notice 'of aooroval or

disapproval of any doclli~ent or other action, shall be

the date such notice is deoosited in the U.S. mail or

is personally delivered, whichever is earlier. Except

as otherwise specified'in this Trading Agreement and

Order, the word ndayn as used in this T~ading Agreement and Order means calendar day. ~~y document or action

which is required by this Trading Agreement and Order

to be submitted qr performed by a date which falls on a

Saturday, Sunday or a Connecticut or" federal holiday shall be submitted or performed by the next day which

is not a Saturday, Sunday or Co~~ecticut or federal

holiday.

16. Certification of dbc~~ents. _~y doclli~ent, including out

not I1ffi1ted to any nOt1Ce, which is required to be

submitted to the Commissioner under this Trading Agreement and Order shall be signed by MP or, if MP is

not an individual, by MP's chief executive officer or a

duly authorized representative of such officer, as

those terms are defined in §22a-430-3(b) (2) of the

Regulations of COfu,ecticut State Agencies, and by the

individual (5) responsible for actually preparing such

document, and MP or MP's chief executive officer and

Initials: 12 Date:
Middleto~m Power LLC Trading Agreement

and Order No.

8215

17.

18.

19.

20.

each such indiv~dual shall certify in writing as

follows:' "I have personally exa.mined and am familiar

with the information submitted in this document and all

attachments thereto, and I certify, based on reasonable

investigation, including my inquiry of those

individuals responsible" for obtaining the information,

that the submitted information is true, accurate and

complete to the best of my knowledge and belief. I

understand that an¥ false statement made in the

submitted informatlon is o~~ishable as a criminal

offense under §53a-157b o~ the Connecticut General

Statutes and any other applicable law. n

Noncompliance. This Trading Agreement and Order is a

rlnal order o~ the Commissioner 'with respect to the

matters addressed herein, and is nonappealable and

immediately enforceable. Failure to comply with this

Trading Agreement and Order may subject MP to an

injunction and penalties.

False statements. ~~y false statement in any lnrormaClon SUbmitted pursuant to this Trading A:reement and Order is punishable as a criminal orrense

under §53a-1570 of the Co~~ecticut General Statutes and

any other applicable law.

Notice of transfer; liabilit~ of M? Until MP has

rUl!y comp~leo Wlcn cnlS Tra 1ng Agreement and Order,

MP shall notify the Commissioner in writing no later

than 15 days after transferring all or any oortion of

the facility, the operations, the site or the business

which is the subject of this Trading Agreement and

Order or after obtaining a new mailing or location

address. M?'s obligations under this Trading Agreement and Order shall not be affected by the passage of title

to any property to any other person or ~4nicipality_

Co~~issioner's powers. Nothing in this Trading Agreement and Order snaIl affect the Commissioner's

authority'to institute any proceeding or take any other

action to prevent or abate violations of law, prevent

or abate Dollution, recover costs and natural resource

damages, and to impose penalties for past, oresent, or

future violations of law. If at any time tne Co~~issioner determines that tne actions taken by M?

purSufult to this Trading Agreement and Order have not

successfully corrected all violations, fully characterized the extent or degree of any pollution, or

successfully abated or prevented pollution, the

Commissioner may institute any p~oceeding to require MP

to undertake furt~er investigation or further action to

prevent or abate violations or pollution.

2l. MP's obligations under law. Nothing in this Trading

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Middletot~ Power LLC Trading Agreerrent

and Order No.

8215

Agreement and Order shall relieve MP of other

obligations under applicable federal, state and local

law.

22. No assurance b Commissioner. No provision of this lrad~ng .greement an r er and no action or inaction

by the Comuissioner shall be construed to constitute an

assurance by the Corr~ssioner that the actions taken by

M? pursuant to this Trading Agreement and Order will

result in compliance or prevent or abate pollution.

23. Access to facility. Any reoresentative of the Deparcmen~ OL Env~ro~uental-Protectionmay enter the

facility without prior notice for the purposes of

monitoring and enforcing the actions required or

allowed by this· Trading Agreement and Order.

24. No effect on ri hts of other oersons. This Trading ..\?reemen and rC1er ne~t:ner creat:es nor affects any r~ghts of persons or municipalities that are not

parties to this Trading Agreement and Order.

25. No Creation of ?rope~ty Rights. This Trading Agreement and Order aoes noc creace any p~operty rights ~ith

respect to these DERCs.

26. Notice to Commissione~ of changes. Within 15 days of

cne dace MP oecomes aware Ot a cnange in any information submitted to the COill~issioner under this

Trading Agreement and Order, or that any such

information was inaccurate or misleading or that any relevant information was omitted, MP shall submit tne

correct or omitted information to the Commissioner.

27. Notification of noncomoliance. In the event that M?

oecomes awa~e Lrtac ~c O~d noc or may not comply, or did

not or mar not comply on time, with any requirement of

this Trad~ng Agreement and Order or of any document

required hereunder, MP shall im~ediately notify by telephone the individual identified in the next

paragraph and shall take all reasonable steps to ensure

that any noncompliance or delay is avoided or, if

unavoidable, is minimized to tne greatest extent

possible. Within five (5) days of the initial notice,

M? shall submit in writing the date, time, and duration

of the noncompliance and the reasons for the

noncompliance or delay and propose, for the review and

written approval of the Commissioner, dates by which

compliance will be achieved, and MP shall comply with

any dates which may be aoproved in writing by the

Commissioner. NotificatIon by ME shall not excuse

n<?ncompliance or delay, and the Commissioner's approva.l

or any compliance dates proposed shall not excuse

noncompliance or delay unless specifically so stated by

Initials: 14 Date:
Middletown ?ower LLC

the Commissioner in writing.

Trading Agreement

and Order No.

8215

28. Submission of documents. ~~y document required to be subm~ccea to cne Comm~ssioner under this Trading Agreement and Order shall, unless otherwise specified in this Trading Agreement and Order or in writing ~y

the Commissioner, be directed to:

Wendy Jacobs

Deoartrnent of Environ~ental Protection

Bureau of Air Mana~ement

2missions and Cred~t Trading Section

79 31m Street

Hartford, Connecticut 06106-5127

Initials: 15 Date:
Middletown Power LLC Trading Agreement

and Order No. 8215

MP consents to the issuance of this Trading Agreement and Order

without further notice. The undersigned certifies that he/she is

fully authorized to enter into this Trading Agreement and Order

and to legally bind MP to the terms and conditions of the Trading

Agreement and Order.

Middletown Power LLC

Signature:

Type Name:

Type Title:

Date:

Issued as a final order of the

Envirow~ental Protection on

TOWN OF MIDDLETOWN L~~D ~ECORDS

~~ILED C2~TIFIED ~~IL, aETU?~ RECZI?T REQu~STED

Certified Document No.

16

Jr.