Exhibit3 

# STATE OF CONNECTICUT
DEPARTMENT OFENVIRONMENTAL PROTECTION

In the matter of

The StateofConnecticut and

Middletown Power LLC Trading Agreement and Order No. 8215**~,ereas,** tne 

### Commissionerof 

### 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-effectivemanner:

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

### Commissioner finds the following:

1. MP is an exemptwholesale electric generating company with its 

### principal place ofbusiness in Sewickley,**?ep_~sylvania.** 

### OnDecember 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 primarilyas an ignition fuel as part of the start-up procedure. Acontinuous emissions monitor ("C3..M"), certifiedto 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 forMiddletowu Station Unit 

### 4 was 

### 0.278 pounds permillion 3ritish thermal units ("lbslr1M3tu")

Initial., 

# JE-b"-R-=-

_ (Printed on Recycled Paper) 79 Elm Slreet • Hanford. CT 06106·5127**http://d~p.sla:e.cI.US** All**~""""** ......... . 

### Date:Middletovffi PowerLLC Trading Agreement and Order No. 82is

of heat input when operating on No. 6 fuel oil and 0.17 Ibs/MMBtu ofheat 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 emitNOx at a rate no greater than 0.25 Ibs/MMBtu ofheat input when operating on No.6 fuel oil and 0.20 lbs/MMBtu ofheat input when operating on No. 2 fuel oil.

4. In January 1994, The**Co~~ecticut** Light and Power Company completedmodifications 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, MPmay obtain approval of actual reductions in

### NOx emissions, generated by operating the boiler at a rate which is below 0.25 Ibs/MM3tu ofheat input when operating on No. 

### 6 fuel oil and 0.17 Ibs/MMBtu ofheat input when operating on No. 2 fuel oil for use as discrete emission reduction credits ("DERCs"). IfDERCs are created during the

ozone season, 

### MPmay obtain approval for such reductions foruse 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 approvedDERCs 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.

Initials: 2 Date:

### Middletown ?ower LLC Trading Agreement and Order No. 8215



### 7. WnenproperlydocumentedbyMP; 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 ofactual 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, andan 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 byMP 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

Initials: 3 Date:**Middleto~m** Power LLC TradingAgreement 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 ofnon-ozone
season NOx DERCs and 36 tons of ozone seasonNOx BDERCs referenced in paragraph A.9. of this Trading Agreement and Order for purposes ofcompliance under Section 22a-174-22{j) of the Regulations to achieve 

### a portion of the nitrogen oxice emission reductions requiredby Section 22a-174-22 of the rtegulations. DERC creation serial numbers assignedby the Department to these approved reductions ofNOx 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 Commissionermay 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 otherpersons 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.

Initials: 4 Date:Middletown Power LLC Trading .!l..greem="J!t and Order No. 8215

C. With the agreement ofMP, 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 ofheat input when operating on No.6 fuel oil and 0.17 lbs/MMBtu ofheat 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 ofparagraph C.II. of this Trading Agreement andOrder, when simultaneously operating

on more than one fuel. MP shall use the above referenced baseline emission rate(s) when calculating the proportionedbaseline 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 ofall DERCs (tons) generatedby**th~** boiler shall berecired 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

Initials: Date:

## _~

### Middletown Power LLC 'l'radingAgreement and Order No. 8215



### to Section 22a-174-22a of the aegulations ("NOx Budget Program-) in 1999 and 

### every year thereafter. The boilermay generate ozone season 3DEacs to comply with Section 22a-174-22 of the Regulations in accordqnce withparagraph C.I.a. of this Trading Agreement andOrder and the following conditions and restrictions: 1) 

### BDERCs shall only be generatedby the boiler fromMay 1 

### through September 30 ofa given year, 2)**3D~RCs** 

### shall only be used by otherNOx 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 usedduring the following ozone season, with the exception of3DERCs 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
seasonmay only**b~** 

### used during the 2001 ozone
season. BDERCs maybe generatedlliitil May 

### 1, 2003. BDERCs are subject to all DERC**requi~ements** 

### set forth in this TradingAgreement and Order except for those**re~Jireme~ts** 

### pertaining solely to nonozone season D3RCs and as otherwise may be provided.

2.**D3~C** 

### Use. ApprovedDERCs shall be acquired for compliance with the emission standards in Section 22a174-22 of the 

### Regulations for theperiodbeginning 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 ofNOx emissions and**DE~Cs** 

### used by serial number. (ifassigned) by the boiler each day, and shall maintain and provide suchrecords in accordancewith the following and Section 22a-174-4 of 

### the Regulations, until May 1, 

### 2003:

Initials: 6 

### Date:

### Middleto'NTI**Po~er** 

### LLC TradingAgreement and Order No. 8215

a. Before the first day of each month, calculate projectedworst case DERCs required for that calendarmonth as follows:

DERCs (tons) 

## ={[estimatedworst case NOx emission

rate 

### in lbs/MMBtu

- {(D.9S) 

### x (NOx RACT 

### limitor proportioned emission rate calculatedpursuant 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 calendarmonth. With the exception of 3DERCs,

excess DERCs fromprevious months canbe 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 ofeach month.

c. No later**tha~** 

### the twentieth day of each month, calculate DERCs used in the preceding calendar month, as follows:

(1) For theboiler on each day, determine whether the 24-hour average 

### NOx emission rate* is less than the baseline emission rate or greaterthan the 

### NOx RACT limit.

(2) 

### vilien theboilerhas a daily 

### NOx emission rate (24-houraverage) 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 orproportioned emissionrate calculatedpursuant to Section 22a-174-22{f)(2)**(.~)** 

### of the**~egulations** in



### Initials: 7 

### Date:Middletown Power LLC TradingAgresne.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-

Initials: 8 Date: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) andapproved DERCs generated and/or purchased from other facilities), generated and/or approved for the previous calendar year. These reports shall be on a formprescribed by the Commissioner. This reporting may cease if a central registry is approved by the**Commissione~_** ShouldM? 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. TradingAgresnent and Order No. 8215

9. Upon sufficient documentation, as determined by the**Co~~ssioner,** thatMP 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.**

Initials: 10Middletown Power LLC Trading_h.greement and Order No. 8215

2This 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 sumby 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.

3This 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 suchuse. 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.

Initials: 11 Date:

### 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 ormodifications, it is deemed disaoproved, and MP shall correct the deficiencies and resubmit it within the time specifiedby the Commissioner or, ifno time is specifiedby the Commissioner, within 30 days of the Commissioner's notice ofdeficiencies. In approving any**docurn~nt** 

### or other action under this Trading Agreement and Order, the Commissionermay approve the document or other action as submitted or nerformed orwith such conditions ormodifications as che Commissionerdeems 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 fromMay 1 

### through September 30 in any given calendar year;**~NOx R~CT"**  

### means NOx Reasonably**.~vailable** 

### Control Technology. The date of "issuance" of this TradingAgreement andOrder is the date the Trading Agreement and Order is deposited in the 

### u.s. mail orpersonally delivered, whichever is earlier.



### 15. Dates. The date of submission to the Commissioner of any**aOClli~ent** 

### requiredby this Trading Agreement and Order shall be the date such document is receivedby the Commissioner. The date ofanynotice by the**Co~~issioner** 

### under this Trading Agreement and Order, includingbutnot limited to notice'of aooroval or disapproval ofany**doclli~ent** 

### or other action, shall be the date suchnotice is deoosited in the U.S. mail or is personally delivered, whichever is earlier. Except
as otherwise specified'in this TradingAgreement and Order, the word ndayn as used in this**T~ading** 

### Agreement and Ordermeans calendar day.**~~y** 

### document or action which is required by 

### this Trading Agreement and Order to be submitted

### qrperformedby a date which falls on

### a Saturday, Sunday or a Connecticut or"federal holiday shall be submitted orperformed by 

### thenext 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 anynOt1Ce, which is 

### required to be submitted to the Commissioner under this Trading Agreement and Order shall be signedby MP 

### or, ifMP is 

### not an 

### individual, byMP'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 ofCOfu,ecticut State Agencies, and by the individual(5) 

### responsible for actuallypreparing such document, andMP orMP's chief executive officer and

Initials: 12 

### Date:**Middleto~m** 

### Power LLC TradingAgreement and Order No. 8215

17.



### 18.

19.

20. 

### each such**indiv~dual** 

### shall certify in writing as follows:' "I 

### havepersonally 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 thebest ofmy knowledge andbelief. I understand thatan¥ 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 andOrder is a rlnal order**o~** 

### the Commissioner'withrespect 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 andpenalties.

False statements.**~~y** 

### false statement in any lnrormaClon SUbmittedpursuant to this Trading A:reement and Order is punishable as a criminal orrense under §53a-1570of the**Co~~ecticut** 

### General Statutes and any other applicable law.

Notice of transfer;**liabilit~** 

### ofM? 

### 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 TradingAgreement and Order or after obtaining a newmailing 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 otherperson 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 preventor abate violations of law, prevent
or abate Dollution, recover costs andnatural 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 Orderhave not successfully corrected all violations, fully characterized the extent or degree of anypollution, or successfully abated orpreventedpollution, the Commissionermay 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

Initials: 

# gr£ 13 

### Date:

# ~k**Middletot~** 

### Power LLC 

### TradingAgreerrent 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 andno action or inaction by the Comuissioner shall be construed to constitutean assurance by the**Corr~ssioner** 

### that the actions takenby M? 

### pursuant to this Trading Agreement and Orderwill result in compliance orprevent or abate pollution.

23. 

### Access to facility. Any 

### reoresentative of the**Deparcmen~** OL**Env~ro~uental-Protection**may 

### enter the facility withoutpriornotice for the purposes of monitoring and enforcing the actions required or allowedby this·TradingAgreement and Order.

24. 

### No effect on

### ri hts of otheroersons. This Trading

..\?reemen and 

### rC1er**ne~t:ner** 

### creat:es nor affects any**r~ghts** 

### ofpersons ormunicipalities 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 ormisleading or that any relevant information was omitted, MP 

### shall submit tne correct or omitted information to the Commissioner.

27. 

### Notification ofnoncomoliance. In 

### the event that M?


### oecomes**awa~e** 

### Lrtac**~c O~d**  

### noc or may 

### not comply, ordid not ormarnot 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 ordelay is avoided or, if unavoidable, is minimized to tne greatest extent possible. Within five (5) 

### days of the initial notice, M? 

### shall submit inwriting 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 complywith any dates which may 

### be aoproved in writing by the Commissioner. NotificatIon by

### ME shall not excuse n<?ncompliance ordelay, and the Commissioner's approva.l


### or any compliance dates proposed shall not excuse noncompliance or delay unless specifically so statedby

Initials: 14 

### Date:

### Middletown ?ower LLC



### the Commissioner in writing. TradingAgreement and Order No. 8215

28. 

### Submission ofdocuments.**~~y** 

### document required to be**subm~ccea** to 

### cne**Comm~ssioner** 

### under this Trading Agreement and Order shall, unless otherwise specified in this TradingAgreement and Order or in writing**~y** 

### the Commissioner, be 

### directed to: Wendy Jacobs Deoartrnent of**Environ~ental** 

### Protection Bureau ofAir**Mana~ement** 

### 2missions and**Cred~t** 

### Trading Section 79 31m Street Hartford, Connecticut 06106-5127

Initials: 

### 15 Date:

### Middletown Power LLC Trading Agreement andOrder No. 8215

MP consents to the issuance of this Trading Agreement and Order without further notice. The undersigned certifies thathe/she is fully authorized to enter into this Trading Agreement and Order and to legally bindMP to the terms and conditions of the Trading Agreement and Order.

Middletown Power LLC


### Signature:

Type 

### Name:

Type 

### Title:

Date:

Issued as a 

### final orderof the**Envirow~ental** 

### Protection on

TOWN OF MIDDLETOWN**L~~D ~ECORDS** **~~ILED C2~TIFIED** **~~IL, aETU?~**  RECZI?T**REQu~STED** 

### CertifiedDocumentNo.

16 Jr.