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                                                                 Exhibit 10.64








                            INTERCONNECTION AGREEMENT

                                     BETWEEN

                        NIAGARA MOHAWK POWER CORPORATION

                                       AND

                                DUNKIRK POWER LLC



                              Date: April 14, 1999


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                    This INTERCONNECTION AGREEMENT (hereinafter referred to as
the "AGREEMENT") is made as of __________, 1999, between NIAGARA MOHAWK POWER
CORPORATION (hereinafter referred to as "NIAGARA MOHAWK") and DUNKIRK POWER LLC,
(hereinafter referred to as the "PRODUCER").

                    WHEREAS, PRODUCER'S ability to deliver and sell ELECTRICITY
to NIAGARA MOHAWK and/or other purchasers from the PRODUCTION FACILITY is
contingent on the PRODUCTION FACILITY remaining interconnected to the
TRANSMISSION SYSTEM through the INTERCONNECTION FACILITY.

                    NOW THEREFORE, in consideration of the mutual obligations
and undertakings set forth herein, the parties to this AGREEMENT covenant and
agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

       The terms listed below shall have the following meanings when used in
this INTERCONNECTION AGREEMENT.

       1.1          This AGREEMENT shall become effective as of the date first
above written (the "EFFECTIVE DATE").

       1.2          "INTERCONNECTION POINT' is the point at which the PRODUCTION
FACILITY is connected to the INTERCONNECTION FACILITY as indicated on a one-line
diagram included as part of Exhibit A.

       1.3          "DELIVERY POINT" is the point at which the INTERCONNECTION
FACILITY is connected to the TRANSMISSION SYSTEM as indicated on a one-line
diagram included as part of Exhibit A.

       1.4          "ELECTRICITY" shall mean electric capacity and/or energy
produced by the PRODUCTION FACILITY.

       1.5          "FERC" shall mean the Federal Energy Regulatory Commission
or successor organization.

       1.6          "GOOD UTILITY PRACTICE" shall mean any of the practices,
methods and acts engaged in or approved by a significant portion of the electric
utility industry during the relevant time period, or any of the practices,
methods and acts which, in the exercise of reasonable judgment in light of the
facts known at the time the decision was made, could have been expected to
accomplish the desired result at the lowest reasonable cost consistent with good
business practices, reliability, safety and expedition. Good Utility Practice is
not intended to be


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limited to the optimum practice, method, or act, to the exclusion of all
others, but rather to be acceptable practices, methods, or acts generally
accepted in the region and consistently adhered to by NIAGARA MOHAWK. GOOD
UTILITY PRACTICE shall include, but not be limited to North American Electric
Reliability Council ("NERC") Criteria & Guidelines, Northeast Power Coordinating
Council ("NPCC") Criteria & Guidelines, New York State Reliability Council
("NYSRC") if any, and New York Power Pool ("NYPP") criteria, rules and
standards, as they may be amended from time to time including the rules,
guidelines and criteria of any successor organization to the foregoing entities.

       1.7          "HAZARDOUS SUBSTANCE(S)" shall mean those substances,
materials, products or wastes which are classified as hazardous or toxic under
any applicable federal, state or local law, or any regulations promulgated
thereunder, effective the date of execution of this AGREEMENT, and the presence
of which requires redemption, removal or cleanup under this AGREEMENT.

       1.8          "INTERCONNECTION FACILITY" shall include all those
facilities and NIAGARA MOHAWK PROPERTIES on which such facilities are located
between the INTERCONNECTION POINT and the DELIVERY POINT, necessary to effect
the transfer of ELECTRICITY, produced at the PRODUCTION FACILITY into NIAGARA
MOHAWK'S TRANSMISSION SYSTEM, including those facilities identified in more
particularity in Exhibit A to this AGREEMENT.

       1.9          "NIAGARA MOHAWK PROPERTIES" shall mean those parcels of real
property and/or easements that NIAGARA MOHAWK uses for its transmission
facilities upon which portions of the INTERCONNECTION FACILITY have been
constructed and which property PRODUCER exclusively uses under this AGREEMENT,
which parcels of real property and/or easements and facilities are described in
more particularity in Exhibit A hereto.

       1.10         "PRODUCTION FACILITY" shall mean PRODUCER'S Dunkirk
generating facility with a maximum output of 600 MW located in the City of
Dunkirk, County of Chautauqua, New York.

       1.11         "TRANSMISSION SYSTEM" shall mean NIAGARA MOHAWK'S
TRANSMISSION SYSTEM, including any modifications subsequent to the date of this
AGREEMENT.

       1.12         "ELECTRIC SYSTEM BULLETIN No. 756" shall mean NIAGARA
MOHAWK'S Electric System Bulletin 756, dated December, 1997, and all subsequent
revisions, as it may be amended from time to time.

       1.13         "INDEPENDENT SYSTEM OPERATOR" ("ISO") shall mean an
organization formed in accordance with FERC order(s) to administer the operation
of the transmission system,




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provide equal access to the transmission system of New York State, and to
maintain system reliability.

       1.14         "ISLANDING" shall mean the separation of PRODUCER'S
generation from NIAGARA MOHAWK'S electric system while continuing to serve
NIAGARA MOHAWK'S isolated load.

       1.15         "INTERCONNECTION STUDIES" shall mean the necessary studies,
identified in Paragraph 8.2.2, in the event it becomes necessary to modify the
INTERCONNECTION FACILITY or to construct new or additional facilities, NIAGARA
MOHAWK shall perform those studies that, in the judgement of NIAGARA MOHAWK, are
necessary to determine (a) an appropriate INTERCONNECTION POINT (b) the
equipment and facilities necessary and desirable for the construction and
operation of new or additional or modified facilities (c) the interconnection
voltage (d) the estimated costs of facilities and/or the costs for NIAGARA
MOHAWK'S design, review, assistance and inspection of facilities to be designed
and constructed by PRODUCER (e) the costs of any new reinforcements to or
additions of new facilities to NIAGARA MOHAWK'S TRANSMISSION SYSTEM required or
recommended to be made in order for NIAGARA MOHAWK to interconnect with
PRODUCER'S PRODUCTION FACILITY.

       1.16         "SERVICE POINT" is the point at which the PRODUCTION
FACILITY is connected to the TRANSMISSION SYSTEM for retail delivery of
ELECTRICITY by NIAGARA MOHAWK to the PRODUCTION FACILITY as indicated on a
one-line diagram included as part of Exhibit A.


                                   ARTICLE II
                            AGREEMENT TO INTERCONNECT
                     DESCRIPTION OF INTERCONNECTION FACILITY

       2.1          NIAGARA MOHAWK and PRODUCER agree to remain interconnected
in accordance with the terms agreed to herein.

       2.2          NIAGARA MOHAWK and PRODUCER shall be interconnected by means
of the INTERCONNECTION FACILITY, which NIAGARA MOHAWK shall operate, own and
maintain, at the PRODUCER's expense.

       2.3          The PRODUCTION FACILITY shall include all facilities and
equipment on the PRODUCER's side of the INTERCONNECTION POINT as indicated on
Exhibit A. PRODUCER agrees that the installation of the electrical equipment and
the operation of the PRODUCTION FACILITY must meet or exceed the requirements of
NIAGARA MOHAWK'S ELECTRIC SYSTEM BULLETIN No. 756. Notwithstanding the
foregoing, NIAGARA MOHAWK acknowledges and agrees to the following limitations
for the existing


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PRODUCTION FACILITY as it pertains to NIAGARA MOHAWK'S ELECTRIC
SYSTEM BULLETIN No. 756:

       2.3.1        If at the date of this AGREEMENT the PRODUCTION FACILITY
does not conform to NIAGARA MOHAWK'S ELECTRIC SYSTEM BULLETIN No. 756, but was
built in accordance with GOOD UTILITY PRACTICE and does not present any adverse
impact on NIAGARA MOHAWK'S TRANSMISSION SYSTEM as determined by NIAGARA MOHAWK
in its reasonable discretion, then it is not the intent of this AGREEMENT to
cause the PRODUCER'S PRODUCTION FACILITY to immediately upgrade to full
compliance with ELECTRIC SYSTEM BULLETIN No. 756. Any upgrades required to
protect NIAGARA MOHAWK'S TRANSMISSION SYSTEM from adverse impacts will be listed
in Exhibit B and must be completed within ninety (90) days of signing this
AGREEMENT unless otherwise mutually agreed upon by both parties.

       2.3.2        The parties agree that it is the intent of this AGREEMENT to
require the PRODUCER'S PRODUCTION FACILITY to conform to ELECTRIC SYSTEM
BULLETIN No. 756 and therefore, agree that as additions, modifications and
replacements to PRODUCER'S PRODUCTION FACILITY are implemented, the additions,
modifications and replacements will conform to ELECTRIC SYSTEM BULLE1'IN No.
756. If the PRODUCER upgrades the system protection or upgrades technology
employed at the PRODUCTION FACILITY (for example, but not limited to,
repowering), if in NIAGARA MOHAWK'S reasonable discretion, it is necessary for
safety, such portion of the PRODUCER'S PRODUCTION FACILITY, as is necessary,
will be brought into full compliance with the requirements of ELECTRIC SYSTEM
BULLETIN No. 756, at that time.

       2.3.3        If PRODUCER relies on NIAGARA MOHAWK'S system protection
equipment and practices for protection of PRODUCTION FACILITY equipment,
PRODUCER agrees to indemnify, defend, and save NIAGARA MOHAWK, its agents and
employees, harmless from, and against any loss, damage, liability (civil or
criminal), cost, suit, charge, expense (including reasonable attorneys fees) or
cause of action, arising from any damage to the PRODUCTION FACILITY resulting
from such reliance, except if such loss, damage, liability, cost, suit, charge,
expense or cause of action is the result of NIAGARA MOHAWK's willful misconduct
or gross negligence.

       2.3.4        NIAGARA MOHAWK reserves the right to operate the first means
of disconnect on the PRODUCER'S side of the INTERCONNECTION POINT in accordance
with GOOD UTILITY PRACTICE.

       2.3.5        Upon implementation of an ISO and at NIAGARA MOHAWK'S sole
discretion, the requirements, rules and regulations of the ISO may govern
requirements of ELECTRIC SYSTEM BULLETIN No. 756.


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       2.4         PRODUCER recognizes that neither this AGREEMENT nor the
PRODUCER'S financial support of the INTERCONNECTION FACILITIES confers upon it
any right to transmit electricity over NIAGARA MOHAWK'S TRANSMISSION SYSTEM
other than through the INTERCONNECTION FACILITIES.

       2.5          NIAGARA MOHAWK shall use due diligence, in accordance with
GOOD UTILITY PRACTICE, to operate and maintain the INTERCONNECTION FACILITIES
and to have them available for the transmission of electricity. NIAGARA MOHAWK
shall consult with PRODUCER regarding the timing of scheduled maintenance of the
INTERCONNECTION FACILITY, which might reasonably be expected to affect
PRODUCER'S PRODUCTION FACILITY. NIAGARA MOHAWK shall, to the extent practicable,
schedule any maintenance to coincide with PRODUCER'S scheduled outage. NIAGARA
MOHAWK does not, however, guarantee or warrant uninterrupted availability of the
INTERCONNECTION FACILITIES or TRANSMISSION SYSTEM. Curtailment of deliveries
over the INTERCONNECTION FACILITIES or TRANSMISSION SYSTEM shall be governed by
the transmission agreement or agreements between NIAGARA MOHAWK and the
PRODUCER.

       2.6          PRODUCER hereby grants NIAGARA MOHAWK all necessary rights
of way, easements, and licenses as NIAGARA MOHAWK may reasonably require to
install, operate, maintain, replace and remove NIAGARA MOHAWK'S facilities,
including adequate and continuing rights of access to PRODUCER'S property for
any purpose reasonably related to this AGREEMENT. PRODUCER hereby agrees to
execute such grants, deeds, licenses, instruments or other documents as NIAGARA
MOHAWK may require to enable it to record such rights of way, easements and
licenses.

       2.7          NIAGARA MOHAWK hereby grants PRODUCER all necessary rights
of way, easements, and licenses as PRODUCER may reasonably require to install,
operate, maintain, replace and remove PRODUCER'S facilities, including adequate
and continuing rights of access to NIAGARA MOHAWK'S property for any purpose
reasonably related to this AGREEMENT. NIAGARA MOHAWK hereby agrees to execute
such grants, deeds, licenses, instruments or other documents as PRODUCER may
require to enable it to record such rights of way, easements and licenses.


                                   ARTICLE III
                    REPRESENTATIONS AND WARRANTIES OF PARTIES


       3.1          PRODUCER is a limited liability company duly organized and
validly existing under the laws of the State of Delaware. PRODUCER is qualified
to do business under the laws of the State of New York, is in good standing
under the laws of the State of New York, has the power and authority to own its
properties, to carry on its business as now being conducted, and to enter into
this AGREEMENT and the transactions contemplated herein and perform and carry
out all covenants and obligations on its part to be performed under and pursuant
to this



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AGREEMENT, and is duly authorized to execute and deliver "this AGREEMENT" and
consummate the transactions contemplated herein.

       3.2          PRODUCER is not prohibited from entering into this AGREEMENT
and discharging and performing all covenants and obligations on its part to be
performed under and pursuant to this AGREEMENT. The execution and delivery of
this AGREEMENT, the consummation of the transactions contemplated herein and
the fulfillment of and compliance with the provisions of this AGREEMENT will
not conflict with or constitute a breach of or a default under any of the
terms, conditions or provisions of any law, rule or regulation, any order,
judgment, writ, injunction, decree, determination, award or other instrument or
legal requirement of any court or other agency of government, the agreement of
limited partnership of PRODUCER or any contractual limitation, corporate
restriction or outstanding trust indenture, deed of trust, mortgage, loan
agreement, lease, other evidence of indebtedness or any other agreement or
instrument to which PRODUCER is a party or by which it or any of its property
is bound and will not result in a breach of or a default under any of the
foregoing. This AGREEMENT is the legal, valid and binding obligation of
PRODUCER enforceable in accordance with its terms, except as limited by
applicable reorganization, insolvency, liquidation, readjustment of debt,
moratorium, or other similar laws affecting the enforcement of rights of
creditors generally as such laws may be applied in the event of a
reorganization, insolvency, liquidation, readjustment of debt or other similar
proceeding of or moratorium applicable to PRODUCER and by general principles of
equity (regardless of whether such enforceability is considered in a proceeding
in equity or at law.)

       3.3          NIAGARA MOHAWK is a corporation duly organized, validly
existing and qualified to do business under the laws of the State of New York,
is in good standing under its certificate of incorporation and the laws of the
State of New York, has the corporate authority to own its properties, to carry
on its business as now being conducted, and to enter into this AGREEMENT and the
transactions contemplated herein and perform and carry out all covenants and
obligations on its part to be performed under and pursuant to this AGREEMENT,
and is duly authorized to execute and deliver this AGREEMENT and consummate the
transactions contemplated herein.

       3.4          NIAGARA MOHAWK is not prohibited from entering into this
AGREEMENT and discharging and performing all covenants and obligations on its
part to be performed under and pursuant to this AGREEMENT pending review and
acceptance of the terms of this AGREEMENT by the FERC or successor organization.
The execution and delivery of this AGREEMENT and upon its acceptance for filing
by the FERC, the consummation of the transactions contemplated herein and the
fulfillment of and compliance with the provisions of this AGREEMENT will not
conflict with or constitute a breach of or a default under any of the terms,
conditions or provisions of any law, rule or regulation, any order, judgment,
writ, injunction, decree, determination, award or other instrument or legal
requirement of any court or other agency of government, the certificate of
incorporation or bylaws of NIAGARA MOHAWK or any contractual limitation,
corporate restriction or outstanding trust indenture, deed of trust,


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mortgage, loan agreement, lease, other evidence of indebtedness or any other
agreement or instrument to which NIAGARA MOHAWK is a party or by which it or
any of its property is bound and will not result in a breach of or a default
under any of the foregoing. This AGREEMENT is the legal, valid and binding
obligation of NIAGARA MOHAWK upon its acceptance for filing by the FERC becomes
enforceable in accordance with its terms, except as limited by later order of
the FERC, applicable reorganization, insolvency, liquidation, readjustment of
debt, moratorium, or other similar laws affecting the enforcement of rights of
creditors generally as such laws may be applied in the event of a
reorganization, insolvency, liquidation, readjustment of debt or other similar
proceeding of or moratorium applicable to PRODUCER and by general principles of
equity (regardless of whether such enforceability is considered in a proceeding
in equity or at law).


                                   ARTICLE IV
                  MODIFICATION TO THE INTERCONNECTION FACILITY

       4.1          NIAGARA MOHAWK shall retain the discretion to determine
whether, when, and in what manner replacements or upgrades to the
INTERCONNECTION FACILITIES shall be installed. NIAGARA MOHAWK shall exercise
that discretion in accordance with GOOD UTILITY PRACTICE. NIAGARA MOHAWK shall
use reasonable efforts to schedule and coordinate with PRODUCER to minimize
disruption of PRODUCER'S planned operations of its PRODUCTION FACILITY. Any such
replacements or upgrades that are installed shall be deemed to be
INTERCONNECTION FACILITIES for purposes of this AGREEMENT.

       4.2          NIAGARA MOHAWK shall notify the PRODUCER if it determines
that a replacement or upgrade to any portion of the INTERCONNECTION FACILITIES
is necessary or advisable. The actual cost of designing, permitting, installing
and operating the replacement or upgrade shall be included in the charges
calculated in accordance with Article VIII. PRODUCER shall also be responsible
for all costs related to the PRODUCTION FACILITY, if any, caused by said
replacement and/or upgrade.

       4.3          If PRODUCER plans any additions, modifications or
replacements to the PRODUCTION FACILITY, PRODUCER shall use reasonable efforts
to give NIAGARA MOHAWK not less than one (1) year prior written notice thereof
accompanied by appropriate plans, specifications, information and operating
instructions impacting NIAGARA MOHAWK'S electric operations, of any such
addition, modification or replacement. All such additions, modifications or
replacements shall meet NIAGARA MOHAWK'S ELECTRIC SYSTEM BULLETIN No. 756, NERC,
NPCC, NYPP, NYSRC, or its respective successors, the standards of GOOD UTILITY
PRACTICE and shall be subject to the approval of NIAGARA MOHAWK, which approval
shall not unreasonably be withheld.


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       4.4          PRODUCER shall be responsible for the costs of any
modifications to the INTERCONNECTION FACILITIES that arise from changes to the
PRODUCTION FACILITY in accordance with this AGREEMENT.

       4.5          If, during the term of this AGREEMENT, NIAGARA MOHAWK
determines that it is necessary to relocate, rearrange, abandon, or retire its
TRANSMISSION SYSTEM, so that a change is required to a section of the
INTERCONNECTION FACILITY, NIAGARA MOHAWK shall put forth its best efforts to
give the PRODUCER no less than one (1) year's written notice of such relocation
or rearrangement and shall use all reasonable efforts to defer such relocation
or rearrangement until the INTERCONNECTION FACILITY can be reconfigured so that
service may continue without interruption.

       4.6          If NIAGARA MOHAWK is required or ordered by governmental
authority to relocate, rearrange, abandon, or retire its TRANSMISSION SYSTEM
requiring modification to the INTERCONNECTION FACILITY, NIAGARA MOHAWK shall put
forth its best efforts to promptly so notify PRODUCER.

       4.7          If relocation, rearrangement, abandonment, or retirement is
required (as referred to in paragraphs 4.5 and 4.6), NIAGARA MOHAWK shall
perform or have performed, at PRODUCER'S expense, the studies necessary to
identify modifications to the INTERCONNECTION FACILITY and shall inform the
PRODUCER of its estimate of the costs of the construction of the modified
INTERCONNECTION FACILITY, and PRODUCER shall at its option either (i) reimburse
NIAGARA MOHAWK for the actual costs of the construction of such modification in
accordance with Article VIII of this AGREEMENT; (ii) construct, at its own
expense, a new INTERCONNECTION FACILITY subject to the terms of this AGREEMENT;
or (iii) terminate this AGREEMENT, upon no less than thirty (30) days written
notice to NIAGARA MOHAWK.

       4.8          If the relocation, rearrangement, abandonment, or retirement
is ordered or required by governmental authority, NIAGARA MOHAWK shall use best
efforts to obtain compensation on behalf of PRODUCER from such governmental
authority for its mutually agreed upon share of the costs of such relocation or
rearrangement, but in no event shall NIAGARA MOHAWK be responsible on its own
account for reimbursing PRODUCER for any costs associated with such relocation
or rearrangement.

       4.9         If the PRODUCER elects to construct, at its own expense, a
new section of the INTERCONNECTION FACILITY subject to the terms of this
AGREEMENT, then the PRODUCER shall assign all rights, title and interest in such
new section of the INTERCONNECTION FACILITY to NIAGARA MOHAWK upon completion of
construction and shall execute all necessary documents to effectuate transfer of
ownership thereof to NIAGARA MOHAWK. PRODUCER shall obtain any necessary
permits, authorizations and rights-of-way for the new section of the
INTERCONNECTION FACILITY, in accordance with this AGREEMENT, the costs thereof
to be borne by the PRODUCER. If the PRODUCER elects



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to construct a new section of the INTERCONNECTION FACILITY, NIAGARA MOHAWK
shall own, operate and maintain, at PRODUCER's expense, any such new section as
part of the INTERCONNECTION FACILITY, and PRODUCER shall reimburse NIAGARA
MOHAWK for all costs of operating and maintenance expenses for any new section
of the INTERCONNECTION FACILITY in accordance with Article VIII.

       4.10         PRODUCER acknowledges and agrees that NIAGARA MOHAWK
reserves the rights and ability to deliver ELECTRICITY to all customers. If,
during the term of this AGREEMENT, NIAGARA MOHAWK determines that it is
necessary to relocate or rearrange the INTERCONNECTION POINT, in order to permit
NIAGARA MOHAWK access or to deliver electricity to its customers or new
customers, so that a change is required to a section of the INTERCONNECTION
FACILITY, NIAGARA MOHAWK shall put forth its best efforts to give the PRODUCER
no less than one (1) year's written notice of such relocation or rearrangement
and shall use all reasonable efforts to defer such relocation or rearrangement
until the INTERCONNECTION FACILITY can be reconfigured so that service to
PRODUCER may continue without interruption. Such relocation or rearrangement as
referenced in this paragraph 4.10 shall be at NIAGARA MOHAWK's or the
customer(s)' expense.

       4.11         If PRODUCER plans any unit retirements to the PRODUCTION
FACILITY, PRODUCER shall put forth its best efforts to give NIAGARA MOHAWK
reasonable notice. NIAGARA MOHAWK and PRODUCER shall amend this AGREEMENT to
reflect such unit retirements including but not limited to adjustments to
Article VIII of this AGREEMENT.


                                    ARTICLE V
                                POWER DELIVERIES

  5.1  METERING

       5.1.1        NIAGARA MOHAWK shall, at PRODUCER'S expense, provide, own,
and maintain compatible metering equipment. PRODUCER shall provide suitable
space within its facilities for installation of the metering equipment..

       5.1.2        PRODUCER shall be responsible for providing all necessary
communication equipment and transmission mediums, such as telephone lines and
any necessary protection for such communication equipment and shall furthermore
be responsible for all communication required by NIAGARA MOHAWK or NYPP or its
successor.

       5.1.3        All metering equipment installed pursuant to this AGREEMENT
and associated with the PRODUCTION FACILITY may be routinely tested by NIAGARA
MOHAWK, in accordance with applicable NIAGARA MOHAWK, NYPP, NERC and GOOD
UTILITY PRACTICE. PRODUCER may be present at such testing;


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       5.1.4        If, at any time, any metering equipment is found to be
inaccurate by more than the limits defined in 16 NYCRR Part 92 as may be amended
from time to time, NIAGARA MOHAWK shall cause such metering equipment to be made
accurate or replaced at PRODUCER'S expense. Meter readings for the period of
inaccuracy shall be adjusted so far as the same can be reasonably ascertained;
provided, however, no adjustment prior to the beginning of the preceding month
shall be made except by agreement of the parties. Each party shall comply with
any reasonable request of the other concerning the sealing of meters, the
presence of a representative of the other party when the seals are broken and
the tests are made, and other matters affecting the accuracy of the measurement
of ELECTRICITY delivered from the PRODUCTION FACILITY. If either party believes
that there has been a meter failure or stoppage, it shall immediately notify the
other.

       5.1.5        PRODUCER shall be responsible for purchasing and installing
software, hardware and/or other technology that may be required to read output
billing meters.

       5.1.6        Within sixty (60) days of the closing of the sale of the
PRODUCTION FACILITY by NIAGARA MOHAWK, NIAGARA MOHAWK will take all necessary
actions to bring the PRODUCTION FACILITY and the INTERCONNECTION FACILITY into
full compliance with the requirements and specifications set forth in Sections
5.1.1 through 5.1.5. Upon written certification by NIAGARA MOHAWK that the
PRODUCTION FACILITY and INTERCONNECTION FACILITY are in compliance with Sections
5.1.1 through 5.1.5 then all subsequent compliance shall be PRODUCER'S
responsibility.

  5.2  LOSSES

       5.2.1        If the metering equipment and the DELIVERY POINT are not at
the same location, the metering equipment shall record delivery of electricity
in a manner that accounts for losses occurring between the metering point and
the DELIVERY POINT. If the metering equipment does not have the capability of
accounting for said losses, then either party may install metering equipment to
account for said losses or the meter readings shall be multiplied by a loss
factor to be mutually agreed to between NIAGARA MOHAWK and PRODUCER on the
EFFECTIVE DATE to account for said losses between the metering point and the
DELIVERY~ POINT. The metering point, DELIVERY POINT, associated equipment and
distance between the metering point and the DELIVERY POINT shall be specified in
Exhibit A.

  5.3    REACTIVE POWER SUPPORT

       5.3.1        PRODUCER is required to provide reactive capability to
regulate and maintain system voltage at the DELIVERY POINT in conformance with
ELECTRIC SYSTEM BULLETIN No. 756. NIAGARA MOHAWK or NYPP or its successor shall
establish a scheduled range of voltages or reactive power deliveries to be
maintained by the generator.


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  5.4    OPERATING FREQUENCY

       5.4.1        PRODUCER is responsible for the proper coordination of any
applied under/over frequency generator tripping as per 756, Appendix C, Section
II; A, 2.7. If the PRODUCTION FACILITY elects to employ under frequency
generator tripping protection, then the under frequency relay set point MUST be
on or below the under frequency curve referred to in 756, Appendix C, Section
IV, A., 3.0, Exhibit C-1. Similarly, if the PRODUCTION FACILITY elects to employ
over frequency generator tripping protection, then the over frequency relay set
point MUST be on or above the over frequency curve referred to in 756, Appendix
C, Section IV, A., 3.0, Exhibit C-1. If the PRODUCTION FACILITY decides that,
after consultation with NIAGARA MOHAWK, it cannot meet the under frequency
tripping set point limitation referred to in Exhibit C-1, then PRODUCER shall
agree to fund the cost incurred by NIAGARA MOHAWK to install and maintain
compensatory load shedding equipment required by the NYSRC. If the PRODUCER
decides that it cannot meet the over frequency tripping set point limitation
referred to in Exhibit C-1, PRODUCER shall consult with NIAGARA MOHAWK and
NIAGARA MOHAWK will notify PRODUCER of any consequences associated with that
decision.

  5.5  OPERATING VOLTAGE

       5.5.1        PRODUCER is expected to adhere to the operating voltage
performance referred to in 756 Appendix C, Section II, B, 2.2 and 756 Appendix
C, Section IV, B. PRODUCER is responsible for the proper coordination of any
applied under/over voltage generator tripping as per 756, Appendix C, Section
II, A, 2.7. If the PRODUCER elects to employ over voltage or under voltage
protection, then the over voltage and under voltage relay settings shall be
reviewed and approved by NIAGARA MOHAWK.

  5.6  ISLANDING

       5.6.1         With reference to 756, Appendix C, Section II, A, 2.4 ,
NIAGARA MOHAWK reserves the right to require, allow or prevent the ISLANDING of
PRODUCER'S generation depending upon the prevailing NIAGARA MOHAWK electrical
system operational needs at the time to the extent that PRODUCER'S PRODUCTION
FACILITY was capable of same just prior to the date of this AGREEMENT.

  5.7    PROTECTIVE DEVICE

       5.7.1        PRODUCER shall cooperate with NIAGARA MOHAWK on protective
device settings and verification in accordance with 756, Appendix B, Section II,
C and 756, Appendix C, Section V, B.



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                                   ARTICLE VI
                              INSURANCE PROVISIONS

       6.1          PRODUCER and NIAGARA MOHAWK shall obtain the insurance
provided for in the Site Agreement between the two dated ________.


                                   ARTICLE VII
                              COMPLIANCE WITH LAWS

       7.1          Each Party agrees to comply in all material respects with
all applicable federal, state and local laws, ordinances, rules, regulations,
permits, licenses, approvals, certificates, and requirements thereunder in
connection with all its activities performed pursuant to this AGREEMENT,
including, but not limited to all design, environmental, regulatory,
engineering, construction, and property acquisition activities.

       7.2          Each Party agrees to indemnify, defend, and save the other
Party its agents and employees, harmless from, and against any loss, damage,
liability (civil or criminal), cost, suit, charge, expense (including reasonable
attorneys fees) or cause of action, arising from violations by the indemnifying
Party of said laws, ordinances, rules, regulations, permits, licenses,
approvals, certificates and requirements thereunder. Each Party agrees to bear
fully all civil and criminal penalties that may arise from its activities or
from its violations of or its failure to comply with the aforementioned laws and
requirements, whether such penalties are assessed against PRODUCER or NIAGARA
MOHAWK.

       7.3          If either Party observes that any requirement specified in
this AGREEMENT is at variance with any governing laws, ordinances,..rules,
regulations, permits, licenses, approvals, certificates and requirements
thereunder, each Party shall promptly notify the other Party in writing before
incurring any further liability, expense or obligation. NIAGARA MOHAWK and
PRODUCER shall in good faith attempt to reform this AGREEMENT to comply with the
aforementioned laws, ordinances, rules, regulations, permits, approvals, or
certificates. If NIAGARA MOHAWK and PRODUCER, are unable to do so, either party
may terminate this AGREEMENT.


                                  ARTICLE VIII
                                  COST PAYMENTS

       8.1          NIAGARA MOHAWK shall invoice PRODUCER at the start of each
calendar quarter in an amount equal to NIAGARA MOHAWK'S estimate for that
quarter's costs and expenses for which NIAGARA MOHAWK is to be reimbursed under
this AGREEMENT (excluding the charges referenced in paragraph 8.2.6, 8:2.6.1 and
8.2.6.2), adjusted for the


                                       12
<PAGE>   14

previous quarter's differential, if any, between NIAGARA MOHAWK'S estimated and
actual costs.

  8.2          PRODUCER shall reimburse NIAGARA MOHAWK for all of the
following costs incurred by NIAGARA MOHAWK with respect to the INTERCONNECTION
FACILITY and Interconnection upgrade facilities:

       8.2.1          All reasonable NIAGARA MOHAWK costs and expenses
associated with the acquisition, ownership, operation, administration,
inspection, design review, engineering, surveying, project management and
coordination, testing of electrical equipment and installation of EMS-RTU and
metering equipment, construction, financing, maintenance, environmental and
regulatory permitting and licensing of, taxes and transfer of title and
interest to, the INTERCONNECTION FACILITY, and any modified facility.

       8.2.2          All reasonable NIAGARA MOHAWK costs and expenses in
connection with INTERCONNECTION STUDIES, if such INTERCONNECTION STUDIES are
requested by PRODUCER, related to this INTERCONNECTION FACILITY.

       8.2.3          All reasonable NIAGARA MOHAWK costs and expenses of
acquiring, owning, designing, engineering, constructing, financing, taxes,
environmental permitting, and licensing, or any new or modified facilities.

       8.2.4          [Reserved.]

       8.2.5          Any capital costs associated with modifications performed
in accordance with this AGREEMENT.

       8.2.6          The PRODUCER shall reimburse NIAGARA MOHAWK for any and
all reasonable costs or expenses that are incurred by NIAGARA MOHAWK pursuant
to this AGREEMENT for the operation, maintenance and repair of the
INTERCONNECTION FACILITY.

               8.2.6.1      If requested by NIAGARA MOHAWK, such reimbursement
shall be made sufficiently in advance of NIAGARA MOHAWK incurring the
aforementioned costs or expense based on NIAGARA MOHAWK's good faith estimate of
such costs or expense that may be paid promptly by NIAGARA MOHAWK when due. Upon
completion of the work contemplated hereunder, NIAGARA MOHAWK will present
PRODUCER with a summary of the actual costs and expense incurred, together with
supporting documentation. In the event PRODUCER's advance reimbursement
hereunder exceeds NIAGARA MOHAWK's actual costs, NIAGARA MOHAWK will refund
PRODUCER's excess payment to PRODUCER within ten (10) days of the date the
actual costs and expense summary was presented to PRODUCER. In the event
PRODUCER's advance reimbursement hereunder is less than NIAGARA MOHAWK's actual
costs, PRODUCER will remit payment for the outstanding balance to NIAGARA


                                       13
<PAGE>   15


MOHAWK within ten (10) days of the date the actual costs and expenses summary
was presented to PRODUCER.

               8.2.6.2      Operation, maintenance and repair costs and expenses
shall include all reasonable costs and expenses associated with operation,
inspection, engineering and legal services, contract administration,
rights-of-way acquisition, administrative and general, working capital
(including material adders, overhead charges, and transportation charges), and
allowed earnings and/or rates of return approved by a regulatory body having
jurisdiction, incurred with respect to the INTERCONNECTION FACILITY, including
but not limited to, the following:

               (i)    Delivery

                      Inspections: Monthly substation inspections by a traveling
               operator to inspect the INTERCONNECTION FACILITY for physical
               indications of potential problems. This inspection will not be
               charged if NIAGARA MOHAWK has employees working at the substation
               in the course of a month able to conduct such inspection in the
               normal course of their duties.

                        Switching: Periodic switching to remove or install
               electrical equipment in service for scheduled work activities or
               during emergency conditions for equipment restoration activities.

                        Disconnects: Maintenance activities associated with
               disconnects based on work request generated by a traveling
                 operator or as part of equipment maintenance requirements.

                        Breakers: Preventive and corrective maintenance
               conducted on high voltage circuit breakers based on field
               observations, problems or per established maintenance
               procedures intervals.

                        Relay PM: Preventive and corrective maintenance
               conducted on relay related problems or per established relay
               maintenance procedure intervals.

               8.2.6.3      Notwithstanding the foregoing, operation and
maintenance on NIAGARA MOHAWK'S revenue metering for the PRODUCTION FACILITY'S
station service shall be in accordance with the rates, term and conditions
established in NIAGARA MOHAWK'S Retail Tariff, Public Service Commission No. 207
- Electricity ("the Retail Tariff"), as the same may be modified by the New York
State Public Service Commission.


                                       14
<PAGE>   16

               8.2.6.4      PRODUCER, upon thirty (30) days written notice to
NIAGARA MOHAWK, shall have the right to audit NIAGARA MOHAWK'S O&M records for
the INTERCONNECTION FACILITY on an annual basis.

       8.2.7   Any and all federal, state or local taxes levied or assessed
on NIAGARA MOHAWK, with respect to the ownership of the INTERCONNECTION FACILITY
(other than income or excess profits tax); provided, however, that NIAGARA
MOHAWK and PRODUCER shall agree upon an equitable allocation of any such taxes
between the parties. If any form of tax, other than income or excess profits
tax, under any present or future federal, state or other law different from or
in addition to the taxes for which participation in or payment by PRODUCER is
provided herein or elsewhere in this AGREEMENT, should be levied or assessed
against or incurred by NIAGARA MOHAWK with respect to any property or property
right arising from NIAGARA MOHAWK'S ownership of the INTERCONNECTION FACILITY
which different or additional tax would not be required to be paid by NIAGARA
MOHAWK in the absence of this AGREEMENT and, with respect to such different or
additional tax, no obligation of PRODUCER to participate or pay would have
attached under the provisions of this AGREEMENT elsewhere than in this
paragraph, then in such event PRODUCER and NIAGARA MOHAWK shall agree upon an
equitable allocation of such different or additional tax.

       8.2.8    NIAGARA MOHAWK agrees to cooperate with PRODUCER in attempting
to minimize costs under this Article, provided PRODUCER reimburses NIAGARA
MOHAWK for all costs incurred by NIAGARA MOHAWK in connection with such
cooperation, including reasonable attorneys fees, and provided further that
PRODUCER shall indemnify, defend, and save harmless NIAGARA MOHAWK its agents
and employees, against any and all penalties, judgments, fines civil or
criminal, or other costs that may be imposed by any governmental authority as a
result of actions undertaken at the specific request or concurrence of the
PRODUCER.

       8.3          PRODUCER agrees to pay all invoices within thirty (30) days
from date of the invoice. If any invoice remains unpaid thirty (30) days from
the invoice date, NIAGARA MOHAWK shall apply to the unpaid balance, and PRODUCER
shall pay, a finance charge at the rate of interest equal to the Prime Rate as
may from time to time be published in The Wall Street Journal under "Money
Rates" ("INTEREST RATE"), plus 2% per month, but in no event more than the
maximum allowed by law.

       8.4          Billing Disputes. If PRODUCER, in good faith, disputes an
invoice, PRODUCER shall immediately notify NIAGARA MOHAWK of the basis for the
dispute and pay the portion of such statement conceded to be correct no later
than the due date. Consistent with Section 10.4 herein, if any amount withheld
under dispute by PRODUCER is ultimately determined (under terms herein) to be
due to NIAGARA MOHAWK, said funds held in escrow shall be paid to NIAGARA MOHAWK
within one (1) Business Day of such determination along with interest accrued at
the INTEREST RATE until date paid. Inadvertent overpayments shall


                                       15
<PAGE>   17

be returned by NIAGARA MOHAWK upon request or deducted by NIAGARA MOHAWK from
subsequent payments, with interest accrued at the INTEREST RATE from the date
originally paid until the date paid or deducted.

       8.5          In the event that NIAGARA MOHAWK is the purchaser of power
from the PRODUCTION FACILITY, any outstanding invoices which the PRODUCER has
not paid to NIAGARA MOHAWK shall be deducted from the payments due PRODUCER by
NIAGARA MOHAWK.


                                   ARTICLE IX
                                     NOTICES

       9.1     All notices required or permitted under this AGREEMENT shall be
in writing and shall be personally delivered or sent by certified or registered
first class mail, postage prepaid, telex, facsimile transmission, or overnight
express mail or courier service addressed as follows:

               To PRODUCER:

                  DUNKIRK POWER LLC
                  c/o NRG ENERGY, INC.
                  1221 Nicollet Mall
                  Minneapolis, MN 55403
                  Attn: Vice President & General Counsel
                  (612)373-5392

                  To NIAGARA MOHAWK POWER CORPORATION:

                  MANAGER - TRANSMISSION & DELIVERY SERVICES
                  300 Erie Boulevard West
                  Syracuse, New York 13202
                  (315) 460-2575

       9.2          Either party may change its address for notices by notice to
the other in the manner provided above.

       9.3          Notwithstanding paragraph 9.1, any notice hereunder, with
respect to a system emergency or other occurrence requiring prompt attention,
may be made by telephone provided that such notice is confirmed in writing
promptly thereafter.

       9.4          These representatives as noted in paragraph 9.1 or their
designees shall be authorized to act on behalf of the parties, and their
instructions, requests, and decisions will be



                                       16
<PAGE>   18

binding upon the parties as to all matters pertaining to this AGREEMENT and the
performance of the parties hereunder. Only these representatives shall have the
authority to commit funds or make binding obligations on behalf of the parties.
These representatives shall be responsible far tracking work, costs, schedules
and all other matters related to this AGREEMENT, and to the performance of any
third parties.


                                    ARTICLE X
                              TERM AND TERMINATION

       10.1         This AGREEMENT shall become effective as of the date first
above written (the "EFFECTIVE DATE"), subject to its approval or acceptance for
filing by the FERC, and shall continue in effect for ten (20) years.

       10.2         This AGREEMENT shall not merge with or be terminated or
superseded by any future agreement between the parties that does not
specifically so provide.

       10.3         In the event PRODUCER abandons the PRODUCTION FACILITY;
becomes insolvent; or assigns or sublets this AGREEMENT in a manner inconsistent
with this AGREEMENT, or is violating any of the material conditions, terms,
obligations, or covenants of this AGREEMENT, NIAGARA MOHAWK may terminate this
AGREEMENT. Before instituting proceedings before FERC to terminate the
AGREEMENT, NIAGARA MOHAWK must give PRODUCER written notice of the reasons for
termination. If within a period of thirty (30) days of such notice PRODUCER
cures the default or breach cited by NIAGARA MOHAWK in such notice, to the
reasonable satisfaction of NIAGARA MOHAWK, and shall have complied with the
provisions of this AGREEMENT, such notice shall become null and void and of no
effect. Notwithstanding the foregoing, NIAGARA MOHAWK and PRODUCER may
terminate this AGREEMENT upon mutual agreement set forth in writing; provided,
however that the requesting party provides at least sixty (60) days written
notice of intent to terminate.

       10.4         In the event of a billing dispute as set forth in Section
8.4 of this AGREEMENT between NIAGARA MOHAWK and the PRODUCER, NIAGARA MOHAWK
will not apply to remove the INTERCONNECTION FACILITIES from service or to
terminate transmission service thereon as long as the PRODUCER: (i) continues to
make all payments not in dispute and (ii) pays into an independent escrow
account the portion of the invoice in dispute, pending resolution of such
dispute. If the PRODUCER fails to meet these two requirements, then a default
shall be deemed to exist, to which the procedures set forth in this section for
the disconnection of the INTERCONNECTION FACILITIES from service shall apply.

       10.5         Termination of this AGREEMENT shall not relieve PRODUCER of
any of its liabilities and obligations arising hereunder prior to the date
termination becomes effective, and NIAGARA MOHAWK may take whatever judicial or
administrative actions as appear necessary or desirable to enforce its rights
hereunder. The rights specified herein are not exclusive and




                                       17
<PAGE>   19

shall be in addition to all other remedies available to NIAGARA MOHAWK, either
at law or in equity, for default or breach of any provision of this AGREEMENT.

       10.6         In the event of termination of this AGREEMENT in accordance
with Article X, NIAGARA MOHAWK will physically disconnect the PRODUCTION
FACILITY from the TRANSMISSION SYSTEM and at NIAGARA MOHAWK'S sole determination
remove any or all of NIAGARA MOHAWK'S INTERCONNECTION FACILITY equipment.


                                   ARTICLE XI
                                  FORCE MAJEURE

       11.1         Neither party shall be considered to be in default or breach
hereunder, and shall be excused from performance hereunder, if and to the extent
that it shall be delayed in or prevented from performing or carrying out any
provisions of this AGREEMENT by reason of storm, flood, lightning strikes,
earthquake, fire, ice, snow, epidemic, war, invasion, riot, civil disturbance,
sabotage, explosion, insurrection, military or usurped power, strikes, stoppage
of labor, labor dispute, failure of contractors or suppliers of material, action
of any court or governmental authority, or any civil or military authority de
facto or de jure, change in law, act of God or the public enemy, or any other
cause beyond either party's control, including, without limitation,
disconnection or limited operation of NIAGARA MOHAWK'S electric system,
unscheduled repairs or maintenance, fuel or energy shortages, or equipment
breakdown.

       11.2         The party claiming force majeure shall use due diligence to
resume performance or the provision of service hereunder as soon as practicable.

       11.3         Neither party shall be liable to the other party for or on
account of any loss, damage, injury or expense, including, but not limited to,
special, indirect and consequential damages, resulting from or arising out of
such delay or inability to perform.


                                   ARTICLE XII
                           RELATIONSHIP OF THE PARTIES

       12.1         Nothing contained in this AGREEMENT shall be construed or
deemed to cause, create, constitute, give effect to, or otherwise recognize
PRODUCER and NIAGARA MOHAWK to be partners, joint venturers, employer and
employee, principal agent, or any other business association, with respect to
any matter.

       12.2         Unless otherwise agreed to in writing signed by both
parties, neither party shall have any authority to create or assume in the other
party's name or on its behalf any obligation, express or implied or to act or
purport to act as the other party's agent or legal empowered representative for
any purpose whatsoever.

                                       18
<PAGE>   20
       12.3         Neither party shall be liable to any third party in any way
for any engagement, obligation, commitment, contract, representation or for any
negligent act or omission to act of the other party, except as expressly
provided for herein.

       12.4         The rights and obligations of the parties shall be limited
to those expressly set forth herein.


                                  ARTICLE XIII
                       THIRD PARTY BENEFICIARY/ASSIGNMENT

       13.1         No person or party shall have any rights or interests,
direct or indirect, in this AGREEMENT or the services or facilities to be
provided hereunder, or both, except the parties, their successors, and
authorized assigns.

       13.2         The parties specifically disclaim any intent to create any
rights in any person or party as a third-party beneficiary to this AGREEMENT or
to the services or facilities to be provided hereunder, or both.


       13.3         PRODUCER may assign or collaterally assign this AGREEMENT to
lenders, or any financial institution participating in financing PRODUCER's
INTERCONNECTION FACILITY or property acquisition, or to any partnerships created
to operate PRODUCER's facilities, or to any other parties, including affiliates
or partnerships, upon prior written notification to NIAGARA MOHAWK

       13.4         PRODUCER agrees to reimburse NIAGARA MOHAWK for costs and
expenses (including reasonable fees and expenses of NIAGARA MOHAWK'S counsel)
incurred in connection with NIAGARA MOHAWK'S review, execution and delivery of
instruments, agreements or documents necessary in connection with the PRODUCER'S
assignment, transfer, sale or other disposition of this AGREEMENT or any
interest in the INTERCONNECTION FACILITY.

       13.5         Any assignment in violation of Article XIII shall be
considered null and void from its inception.

       13.6         Any NIAGARA MOHAWK authorized assignment shall not relieve
PRODUCER of the responsibility of full compliance with the requirements of this
AGREEMENT.

       13.7         PRODUCER shall not make any assignment unless and until its
successor in interest has agreed to undertake the obligations accepted by
PRODUCER herein, and has provided written assurances to NIAGARA MOHAWK of
continued performance and protection against liability upon assignment.


                                       19
<PAGE>   21

       13.8         Assignment contrary to the provisions of this AGREEMENT
shall make PRODUCER the indemnitor of NIAGARA MOHAWK and its successors, against
any liabilities and costs, including reasonable attorneys fees as to which
PRODUCER'S transferee fails to indemnify, defend, and hold harmless NIAGARA
MOHAWK, its agents, employees and its successors, from and against any loss,
damage, liability (civil or criminal), cost, suit, charge, expense (including
reasonable attorneys fees) or cause of action, whether unconditionally certain
or otherwise, incurred by NIAGARA MOHAWK as a result of said assignment or as a
result of any dispute between PRODUCER and its transferees, or between any
subsequent transferees, that arises from or relates to any assignment by
PRODUCER.

       13.9         This AGREEMENT shall bind and inure to the benefit of the
parties to this AGREEMENT, their successors and permitted assigns.


                                   ARTICLE XIV
                                    APPROVAL

       14.1         NIAGARA MOHAWK shall file this AGREEMENT with the
appropriate regulatory authorities. If such regulatory body substantially
modifies the terms and conditions of this AGREEMENT, either party shall have the
right to unilaterally terminate this AGREEMENT.

       14.2         This AGREEMENT is entered into subject to authorization by,
or requirements of regulatory authorities having jurisdiction in respect to this
AGREEMENT.

       14.3         Nothing contained in this AGREEMENT shall be construed as
affecting in any way the right of NIAGARA MOHAWK to unilaterally make
application to the FERC for a change in rates, terms and conditions under
Section 205 of the Federal Power Act and pursuant to the Commission's rules and
regulations.


                                   ARTICLE XV
                                     WAIVER

       15.1         No provision of this AGREEMENT may be waived except by
mutual agreement of the parties as expressed in writing and signed by both
parties.

       15.2         Any waiver that is not in writing and signed by both parties
shall be null and void from its inception.


                                       20
<PAGE>   22
       15.3         No express waiver in any specific instance as provided in a
required writing shall be construed as a waiver of future instances unless
specifically so provided in the required writing.

       15.4         No express waiver of any specific default shall be deemed a
waiver of any other default whether or not similar to the default waived, or a
continuing waiver of any other right or default by a party.

       15.5         The failure of either party to insist in any one or more
instances upon the strict performance of any of the provisions of this
AGREEMENT, or to exercise any right herein, shall not be construed as a waiver
or relinquishment for the future of such strict performance of such provision or
the exercise of such right.


                                   ARTICLE XVI
                           AMENDMENT AND MODIFICATION

       16.1         This AGREEMENT may be amended or modified only if the
amendment or modification is in writing and executed by both parties. Any
amendment or modification that is not in writing and signed by both parties
shall be null and void from its inception.

       16.2         No express amendment or modification in any specific
instance as provided herein shall be construed as an amendment or modification
of future instances, unless specifically so provided in the required writing.

       16.3         Nothing in this AGREEMENT shall be construed as affecting in
any way the ability of the PRODUCER to exercise its rights under the Federal
Power Act and pursuant to FERC's rules and regulations promulgated thereunder.


                                  ARTICLE XVII
                                  GOVERNING LAW

       17.1         This AGREEMENT and the rights and obligations of the parties
to this AGREEMENT shall be governed by and construed in accordance with the laws
of the State of New York.

       17.2         PRODUCER and NIAGARA MOHAWK agree to submit to the
jurisdiction of the courts in the State of New York for the purposes of
interpretation and enforcement of this AGREEMENT.

       17.3         PRODUCER and NIAGARA MOHAWK may waive personal service by
manual delivery and agree that service of process on PRODUCER and NIAGARA MOHAWK
in any


                                       21
<PAGE>   23
action concerning or arising out of this AGREEMENT may be made by
registered or certified mail, return receipt requested, delivered to PRODUCER
and NIAGARA MOHAWK at its address set forth in Article IX.


                                  ARTICLE XVIII
                               DISPUTE RESOLUTION

       18.1         Any claim or dispute, which either party may have against
the other, arising out of the AGREEMENT shall be submitted in writing to the
other party not later than sixty (60) days after the circumstances which gave
rise to the claim or dispute have taken place. The submission of any claim or
dispute shall include a concise statement of the question or issue in dispute,
together with relevant facts and documentation to fully support the claim.

       18.2         If any such claim or dispute arises, the parties shall use
their best efforts to resolve the claim or dispute, initially through good faith
negotiations or upon the failure of such negotiations, through Alternative
Dispute Resolution ("ADR") techniques in accordance with the Model Procedure for
Mediation of Business Disputes as published by the Center for Public Resources;
however, either party may terminate its participation in ADR during any stage of
ADR and proceed under paragraph 18.3.

       18.3         If any claim or dispute arising hereunder is not resolved
pursuant to paragraph 18.2, either party may, upon giving the other party at
least ten (10) days prior written notice, initiate litigation to submit such
claim or dispute for decision by a court of competent jurisdiction.

       18.4         Nothing in this Article XVIII shall restrict the rights of
any party to file a complaint with FERC under relevant provisions of the Federal
Power Act.


                                   ARTICLE XIX
                                  SEVERABILITY

       19.1         If any term of this AGREEMENT, or the interpretation or
application of any term or provision to any prior circumstance, is held to be
unenforceable, illegal, or invalid by any governmental agency or court of
competent jurisdiction, the remainder of this AGREEMENT, or the interpretation
or application of all other terms or provisions to persons or circumstances
other than those that are unenforceable, illegal, or invalid, shall not be
affected thereby and each term and provision shall be valid and be enforced to
the fullest extent permitted by law.


                                       22

<PAGE>   24
                                   ARTICLE XX
                                    HEADINGS

       20.1         The headings in this AGREEMENT are included herein for
convenience of reference only and shall not constitute a part of this AGREEMENT
for any other purpose, or limit or be used as an aid in construing the
provisions of this AGREEMENT.


                                   ARTICLE XXI
                        INTEGRATION/MERGER/SURVIVABILITY

       21.1         This AGREEMENT sets forth the entire understanding and
agreement of the parties as to the subject matter of this AGREEMENT and merges
and supersedes all prior agreements, commitments, representations, writings and
discussions between the parties with respect to the INTERCONNECTION FACILITY.

       21.2    The obligations of the PRODUCER shall survive the completion,
termination, or abandonment of this AGREEMENT and of the PRODUCER'S facilities
and work.


                                  ARTICLE XXII
                            COMPLIANCE WITH THE NERC

       22.1         Both parties agree to comply with any existing or future
criteria, guides, and procedures established by the NERC or any successor
organization to ensure the continued reliability of North America's
interconnected bulk electric systems.



                                  ARTICLE XXIII
                                  COUNTERPARTS

                    This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original but all of which together shall
constitute one and the same instrument.

                    IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed as of the day and year first above written.



                                       23

<PAGE>   25

DUNKIRK POWER LLC                 NIAGARA MOHAWK POWER
                                  CORPORATION



By: /s/ Craig A. Mataczynski      By: /s/ Clement Nadeau
  ---------------------------        -------------------------------------------
Title: President and CEO         Title:  Vice President, Customer Delivery
       NRG North America                   & Asset Management
     ------------------------
Date:  4/15/99
     ------------------------      Date:  April 20, 1999
                                        ----------------------------------------





                                       24