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Exhibil3

STATE OF CONNECTICUT

DEPARTMENT OF ENVIRONMENTAL PROTECTfON

In the matt€r of )

)

The State of Connecticut and )

)

Middletown ?ower LLC )

Trading Agreement

and Order No. 8213

Whereas, the Commissioner of Environmental Protection

("Commissioner") and Middleto-w"Tl PO..ler LLC ("M?-) agree that it is

in the public interest that they ,,'ork cooperatively to improve

the air quality within the State of Connecticut and that the use

of emission reduction trading will achieve this result in a

timely and cost-effective manner:

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

Co~~issioner finds the following:

1. M? iS'an exempt wholesale electric genera~1ng company

with its principal place of business. in Sewickley,

Pe~~sylvania. On Dece~ber 15, 1999 MP purchased from

The Connecticut Light and ?ower Company and now owns

one fossil £u~l-fired electric generating station,

Middletowu Station, at 1866 ~iver Road in Middleto~m,

COlli"1ecticut ("facility").

2. At the faciliby, NRG Middletown Operations Inc.

operates Middleto~~ Station Unit 2, Connecticut

Registration Number 104-0098, a 120 megawatt rrontfired boiler ("boiler"). The boiler has the dual

capacity to operate on fuel oil (No. 6 or No.2) and/or

natural gas. No.2 fuel oil is used primarily as an

ignition fuel as part of th~ start-up procedure. A

continuous emissions monitor ("CEM"), certified to 40

Code of Federal Regulations ("C?~") ?art 75, measures

nitrogen oxide ("NOx") emissions from the boiler.

3. ~Jring the year 1981, prior to modifications of the

boiler's burner, combustion controls and operating

conditions, and prior to the installation of natural

gas operating capabilities, and based on Depart~ent of

Environ~ental Protection (nDepartment") approved stack

test data and A?-42 emission factor data, the average

Initials:

(Prinled CIn R~cycJed Paper)

;9 F.Jm Slreel • Hmford. CT 06106·5127 hlln·{"'~.. " .. ,., •••

Date:
Middletown Power LLC Trading Agreement

and Order No. 8213

annual NOx emission rate for Middleto~~ Station Unit 2

was 0.283 pounds per million British thermal units

("lbs/MMBtu") of heat input when operating on No.6 fuel

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

No.2 fuel oil. On and after May 31, 1995, the

Regulations of Connecticut State Agencies

("Regulations") require that the boiler emit NOx at a

rate no greater than 0.25 Ibs/MMBtu of heat input when

operating on No. 6 fuel oil and 0.20 lbs'l:MMBtu of heat

input when operating on No. 2 fuel oil or natural gas.

4. In January 1994, The Connecticut Light and ?ower

Company completed modifications of the boiler's burner

and combustion controls, and began to te·st and adjust

operating conditions, thereby reducing the boiler's NOx

emission rates below its allowed and actual baseline

emission rates. Natural gas operating capabilities

were installed at the facility by July, 1997 to pro~ide

further reductions of NOx emissions. Such modifications

and installation capabilities enable,d MP's boiler to

frequently meet and operate below the emission

limitation specified in Section 22a-174-22(e) of the

~egulations.

5. On and after December 15, 1999, MP may obtain approval

of actual reductions in NOx emissions, generated by

operating the boiler at a rate which is below 0.25

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

oil, 0.17 lbs/MMBtu of heat input when operating on No.

2 fuel oil and 0.20 lbs/MMBtu of heat input when

operating on natural gas for use as discrete emission

"

II II

re uee _.. _L.~ .r...: _l.~ • .:> Cl L.

during the ozone season, MP may obtain aooroval for

such reductions for use as Budget discrete emission

reduction credi ts ("BDERCs").

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

MP intends to acquire and generate approved DERCs until

May 1, 2003 at the facility. Approved DERCs are

defined for purposes of this Trading Agreement and

Order as those for which the Co~~issioner has provided

written authorization for use in compliance with

Initials: 2 Date:
Middletown ?ower LLC Trading Agreement

and Order No. 8213

Section 22a-l74-22 of the Regulations. MP will acquire

approved D~acs 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 th~

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

tne Regulations.

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

Com~issioner, the reductions in NOx emissions

identified above, and as computed in accordance with

the terms of this Trading Agreement and Order, ~ill

conform to the ~equirements of Section 22a-174-22{j) (3)

of the Regulations. Specifically, the reductions vlill

b Q •

Real because they result in a reduction of actual

emissions released into the air, net of any

consequential increase in actual emissions resulting

from shifting demand. The emission reductions are

properly measured, recorded and reported.

Quantifiable because they are based on continuous

emission monitoring data as applied in an appropriate

reliable and replicable protocol, providing the rate

and total mass amount of reduction.

Surplus because they are not ~equired by any

Co~~ecticut statute or regulation mandated by a current

State Implementation Plan ("SI?n), ·and are not currently

relied upon in any applicable attainment plan, any

reasonable further progress plan or milestone

demonstration.

?e~anent because the'advanced control system and

installation capabilities are in place and operating,

and an appropriate tracking syst~~ is in place to

monitor all data required to verify and quantify the

creation of DEacs.

Enforceable because the DERCs are approved by the

Commissioner retrospectively after the submission by MP

of the seasonal or annual reports that will document

Initials: 3 Date:
Middletovm Power LLC

their creation.

Trading Agreement

and Order No.

8213

8. As doc~~ented in Attacp~ent 1, attached to and

incorporated by reference into this Trading Agre~~ent

and Order, 9.9 tons of ozone season NOx BDERCs and 66.1

tons of non-ozone season NOx DERCs were gen~rated by

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

9. Ten (10) percent of these DERCs (1 ton ozone season,

6.6 tons non-ozone season) are retired and permanently

removed from all calculations to assure a benefit to

the environment. The total available for use, after

rounding.down to the nearest whole number for annual

serial assigr~~ent purposes, is 67 DERCs (8 tons ozone

season, 59 tons non-ozone season).

3.1. The Commissioner, in accordance with the provisions of this

Trading Agreement ~~d Order, pursuant to Section 22a-174-

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

sources within Connecticut to use 8 tons of ozone season NOx

3DERCs and 59' tons of non-ozone season NOx DERCs referenced

in paragraph A.9. of this Trading Agreement and Order for

purposes of compliance under Section 22a-174-22(j) of the

Regulations to achieve a portion of the nitrogen oxide

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

Re~ulations. D3RC creation serial n~~ers assigned by the

Department to these approved reductions of NOx emissions are

provided in Table! of this Trading Agreement and Order:

TABLE 1

I 1999 I 2000

Ozone season NOx N/." I CTOO/8213 (BDC)R3DERC serial numbers 98NOxQzl-8

Non-ozone season NOx CT99/8213 (DC)R· CTOO/8213 (DC)R

DERC serial numbers 98NOxnozl-B 98NO~'"1oz1-51

3.2. Ozone season BD3~Cs may be generated and used in accordance

with this Trading Agreement and Order.

3.3. Upon sufficient documentation as prescribed below, the

Ini tia1s: £K"'R>- _ Date:
Middl~town Power LLC Trading Agreement

and Order No.

8213

Commissioner may provide written approval of the generation

of additional DERCs by MP retrospectively. Approved DERCs

and BD3RCs generated by MP may be held by MP or transferred

to other persons in accordance with this Trading Agreement

and Order.

3.4. The Comuissioner, in accordance with the provisions of this

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

22(d) (3) of the Regulations, hereby allows M? to comply W~Ln

Section 22a-174-22(d){1) of the Regulations through use of

D:=:~C trading.

c. With the agreement of M?, the Commissioner, acting under

Sections 22a-6, 22a-17l, 22a-l74, 22a-176, and 22a-177 of

the Connecticut General Statutes, orders M? as follows:

1. DE2C generation.

a. For purposes of generating DERCs from the boiler at

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

input when operating·on No. 6 fuel oil, 0.17

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

oil and 0.20 Ibs/MMBtu of heat input when operating

on natural gas as the baseline emission rates for the

boiler, or the proportioned baseline emission rate

set forth in footnote 2 of paragraph C.lI. of this

Trading Agreement and Order, when simultaneously

operating on more than. one fuel. MP shall use the

above referenced baseline emission rate{s) when

calculating the proportioned baseline emission rate.

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

d?ily total C~~-calculated MM3tu value.or actual fuel

usage data for the boiler in MMBtu/day, when

determining heat input. The ten (10) percent

uncertainty discount due to not having data from an

official Method 7-E stack test or C~~ 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 aJ the

Initials: 5 Date:
Middletown Power LLC Trading Agreement

and Order No.

8213

facility and permanently removed from all

calculations on a daily basis. An additional ten

(10) percent of all DERCs (tons) generated by the

boiler shall be retired by the facility and

permanently removed from all calculations on a daily

basis to' assure a benefit to the environment.

b.Non-ozone Season Restrictions. Non-ozone season NOx

D3RCs 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. The Doiler is subject to

Section 22a-174-22a of the Regulations ("NOx Budget

?rogramH ) in 1999 and every year thereafter. The

boiler may generate ozon~ season BDERCs to comply with

Section 22a-174-22 of the Regulations in accordance

with paragraph C.I.a.. of this Trading Agreement and

Order and the following conditions and restrictions:

1) BD3RCs shall only' be generated by the boiler from

May 1 through September 30 of a given year, 2) 3D3RCs

shall only be used by other NOx Budget Program sources

located in Connecticut, 3) 3D2RCs shall only be used to

offset ozone season excess emissions, and shall not be

used for compliance during the pon-ozone seasoni and 4)

3DERCs gen~rated during a given year shall only be used

during the following ozone season, with the exception

of BD3RCs generated during 1999, which may be ~sed in

the 2001 ozone season. For example, 3DERCs generated

during the 1999 ozone season may be used during the

2001 ozone· season. HOHever, BDERCs generated during

the 2000 ozone season may only be used during the 2001

ozone season. 3D3RCs may be generated until May 1,

2003. 3DERCs are subject to all DERC requirements set

forth in this Trading Agreement and Order except for

those requirements pertaining solely to non-ozone

season DERCs and as otherwise may be provided.

6 Date:

D~RC Use. Approved DERCs shall be acquired for

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

.itc?-

2.

Initials:
Middleto~m Power LLC Trading Agreement

and Order No.

8213

December 15, 1999 and continuing until M? achieves

permanent compliance for the boiler with the emission

standards in Section 22a-174-22(e) of the ~egulations

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

acquire approved DE~Cs, and document and record the

~~o~,ts of NOx e~issions and DE~Cs used by serial

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

maintain and provide such records in accordance with

the following and Section 22a-174-4 of the ~egulations,

until May 1, 2003:

a. 3efore the first day of each month, calculate

projected worst case DERCs required for that

calendar month as follows:

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

rate in lbs/MMBtu - ((0.95) x (NOx R~CT limit or

proportioned· emission rate calculated pursuant to

Section 22a-174-22 (f) (2) (A) of the rtegulations in

Ibs/MMBtu»)] x (Estimated fuel use in MMBtu)}

2000 pounds.

o. Acquire sufficient approved DERCs no later than

the first· day of each month to assure compliance

with the emission standards in Section 22a-174-22

of the Regulations for, at a miniw~~, that

calendar month. With the exception of BDERCs,

excess DE~Cs from previous months can be applied

to subsequent ~onths. BDERCs are subject to the

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

Trading Agreement and Order. At a minimum, DERes

required shall be adjusted up~ards·by 100% if

D3~Cs are not in MP's possession prior to the first

day of each month.

c. No later than the twentieth day of each month,

calculate DERCs used in the preceding calendar

month, as follows:

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

the 24-nour average NOx emission rate* is

Initials: 7 Date:
Middletown ?ower LLC Trading .l:\.greemo=>-l1t

and Order No.

8213

less than the baseline emission rate or

greater than the NOx RACT limit.

(2) ~ben the boiler has a daily NOx emission rate

(24-hour average) exceeding the NOx RACT

limit, calculate the amount of DERCs used, as

follo'ws:

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

average emission rate in lbs/MMBtu*) -

«0.95) x (NOy. ~l:\.CT li~it or propo~tioned

emission rate calculated pursuant to Section

22a-174-22(f) (2) (A) of the Regulations in

Ibs/MMBtu))] x (actual fuel use in MM3tu)} +

2000 pounds.

*This rate shall be calculated pursuant to

the methodolo~y described in 40 C?K ?art 75.

d. Maintain doclli~entation to attest to the fact that

DERCs used during the ozone season ·vlere 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 Commissioner may allow

the survival and use of approved DERes beyond

April 30, 2003, subject to the limitations set

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

Agreement and Order.

r:. ?ursuant ~o Section 22a-174-22{d) (3) of the

Regulations, MP may use NOx allowances, pursuant

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

achieve all or a portio~ of the reductions

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

Any allowance used for compliance with Section

22a-174-22(e) of the Regulations shall be subject

to all restrictions and/or requirements applicable

to DERCs contained in this Trading Agreement and

Initials:

Order.

8 Date:
Middletown ?ower LLC Trading Agreem~lt

and Order No.

8213

3. MP shall maintain records for the boiler showing daily

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

hour average). MP shall also maintain records showing

a daily total of all D~RCs generated net of the

applicable uncertainty and environmental discounts.

4. In requesting approval of DERCs generated by the

boiler, M? shall provide doclli~entation containing a

sample spreadsheet with calculation formulas used to

determine reported nu~bers; monthly operating reports

of actual fuel usage including the fu~l 3TU content,

number of barrels, gallons, and cubic feet used for

each fuel type; daily MMGtu for each fuel type and

actual heat input based upon CEM-recorded data; daily

weighted and unweighted actual NOx emission rates (24-

hour average); and DERCs generated using the baseline

emission rate(s), or the proportiqned baseli~e ~!cission

rate referenced in paragraph C.l. or this Trading

Agreement and Order, net of the applicable uncertainty

and enviro~~ent=l disco~~ts.

s. When the daily CLM-recorded NOx emission rate is used

to calculate DERCs generated by the boiler, K? shall

not include missing data calculated in accorcfuice with

any missing data substitution procedures, including

those allowed under 40 eFR Part 75. w~en the daily

CEM-recorded NOx emission rate is used to calculate

DERCs used by the boiler, MP shall include missing data

calculated in accordance with missing data substi=ution

procedures under 40 C?R Part 75.

~C.D-R__ 9 Date:

No later than March 1 of every year after issufuice of

this Trading Agreement and Order, MP shall include with

the ~~nual Emission Statement provided to the

Co~missioner, a record of each sale or other transfer,

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

subsequent to issuance of this Trading Agreement and

Order until all such DERCs have been used. MP shall

also include actual NOx emissions from the boiler, and

the amount of all DERCs used (including serial nu~bers

.i/;~r2

6.

Initials:
Middletow~ Power LLC Trading Agreement

and Order No.

8213

(if assigned) and approved DERCs generated and/or

purchased from other facilities), generated and/or

approved for the previous calendar year. These reports

shall be on a form prescribed by the Commissioner.

This reporting may cease if a central registry is

approved by the Commissioner. Should MP choose to

discontinue the generation of DERCs, MP shall notify

the Co~~issioner in writing upon discontinuance.

7. I~ order to consider CEM-recorded NOx emission rates

valid for DERC approval, all NOx and C02/02 CEMs must

comply with 40 Code of Federal Regulations ?art 75.

8. MP shall retain records and supporting doclli~entation as

described in this Trading Agreement and Order for a

rnini~~ of five years, co~mencing on the date such

records were created. shall provide the records

specified above to the Commissioner within thirty (30)

days of receipt of a writte~ request from the

COITh~issioner.

9. Upon sufficient doc~~entation, as determined by the

Com~issioner, that MP has met the requirements of

paragraphs C.1., C.2., C.3, C.4., C.S., C.7., C.10, and

C.11., of this Trading Agreement and Order, the"

Co~~issioner may provide written approval of DERCs

generated by MP retrospectively, in addition to those

approved in paragraph 3. of this Trading Agreement and

Order. Requests for approval of all subsequent DE~C3

generated shall be submitted in ~riting to the

Commissioner. Approved DE~Cs generated by M? may be

held or transferred to other persons. Such DE~Cs 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

Commissioner on an ozone season, non-ozone season

(January through April and/or October through

Dec~ber), or annual basis. Such reports shall be

compiled on a monthly basis and shall be submitted at

Initials: 10 Date:
Middletown Power LLC

least on an annual basis.

Trading Agreement

and Order No.

8213

11. ~,en the boiler has daily NOx emissions below ~he

applicable baseline emission rate(s), or the

proportioned baseline emission rate, MP shall calculate

the amount of DERCs generated as follo~s:

DERCs (tons) = {[Total heat input1 of all fuels in MMBtu

x {(proportioned baseline emission rate 2 ) - (the C3Mrecorded NOx emission rateJ

)) J + 2000 Ibs/ton} x (0.90).4

1 Heat input shall be calculated using the lower of CEMrecorded data or actual fuel usage duta in MMBtu per

unit of fuel cowbusted.

2 This rate shall be calculated by l)multiplying the

heat input of each fuel co~busted by the baseline

emission rate(s) for sucn fuel; 2) slliT.ming those

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

input. If the boiler is operating exclusively on one

fuel, MP may replace the proportioned baseline emission

rate with the aoplicable baseline emission rate, for - . that fuel. The ten (10) percent uncertainty discount

due to not having data from an official Method 7-E stack

test or C&~ data while operating on No. 2 fuel oil shall

be incorporqted into the proportioned baseline emission

rate whenever the boiler is operating on No.2 fuel oil.

J This rate shall be calculated pursuant to the

methodology described in 40 Code of Federal Regulations

?art 75 and weighted pursuant to the Department's policy

statement entitled "Guidance for Calculation of Emission

rteduction Credits and Determination of Compliance with

NOx R~CT for Sources Subject to 40 CFR (Acid Rain

Sources)~ dated 12/18/98 which is attached to fu,d

incorporated by reference into this Trading Agreement

and" Order as part of Attac~uent 1.

4 _~~ additional ten (10) percent of all DERCs (tons)

generated by the boiler shall also be retired by the

facility and permanently removed from all calculations

Initials: 11 Date:
Middletown Power LLC Trading Agreement

and Order No.

8213

on a daily basis to assure a b~nefit to the environment.

12. 3ach allowance used for compliance with Section 22a-174-

22 of the Regulations shall be equivalent to one

discrete emission reduction credit and shall be deducted

from MP's NOx Budget Progra~ compli~~ce account upon

such use. Allowances shall be considered used for

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

when they are transferred from the facility's compliance

account or overdraft account to a State of Connecticut

NOx allowance retirement account.

13. ADDrovals. MP shall use best efforts to submit to the Co~ss10ner all documents required by this Trading A~reement and Order in a complete and approvable form.

I! the Commissioner notifies MP that any doc~~ent or

other action is deficient, and does not approve it with

conditions or modifications, it is deemed disapproved, ~~d MP shall correct the deficiencies and resubmit it "i~'nin w_~ __ "he "im~ soec~~~ed ~L~ by .~._

"h~ Commissioner 1 or, __ir !.~o

time is specified by the Commissioner, within 30 days of

the Commissioner's notice of deficiencies. In approving

any doclliuent or other action under this Trading Agreement and Order, the Commissioner may approve the

document or other action as submitted or performed or

with such conditions or modifications as the Com~issioner deems necessary to carry out the Durposes of this Trading Agreeme~t and Order. Nothing 1n this

paragraph shall excuse noncornplia~ce or delay.

14. Definitions. As used in this Tradin9 A9reement and

OYQer, "Commissioner- means the Comm1SS10ner or a

reoresentative of the Commissioner; -Ozone season- means

the period from May 1 through September 30 in any given calendar year, and "NOx R~CTM means NOy. Reasonably Available Control Technolo~y. The date of -issuanc:Mof

this Trading Agreement and Order is the date the Trading Agreement and Order is deposited in the u.s. mail or

personally delivered, whichever is earlier.

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

any document required by this Trading Agreement and

Order shall be the date such document is received by the

Commissioner. The date of any notice by the Co~~issioner under this Trading Agreement and Order,

including but not limited to notice of aooroval or

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

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

personally delivered, Whichever is earlier. Except as

otherwise specified in this Trading Agree~ent and Order,

Initials: 12 Date:
Middletovm ?ower LLC Trading Agreement

and Order No.

8213

the word "day" as used in this Trading Agreement and

Order means calendar day. .~y document or action which

is required by this Trading Agreement and Order to be

submitted or performed by a date which falls on a

Saturday, Sunday or a Connecticut or federal holiday shall be submitted or performed b¥ the next day which is

not a Saturday, Sunday or Connect~cut or federal

holiday.

16. Certification of documents. ~~y document, including but

noc 11mlced co a~y nOClce, which is required to be

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

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

duly authorized representative of such officer, as those

terms are defined in §22a-430-3 (b) (2) of the Regulations of Cop_~ecticut State Agencies, and by the·individual(s) responsible for actually preparing such document, and M?

or MP's chief executive officer and each such individual

shall certify in '..,riting as follows: "I have personally examined and Q~ familiar with the information submitted

in this document and all attac~~ents thereto, and I

certify, based on reasonable investi~atidn, inclUding my inqui~ of those individuals respons1ble fo= obtaining the information, that the submitted information is true,

accurate and complete to the best of my knowledge and

belief. I understand that any false ~tatement made in

the submitted information is punishable as a criminal

offense under §53a-l57b of the Connecticut General

Statutes and any other applicable law."

17. NonCOmpliance. !?is Tra?in~ Agree~=~t and O:d~= ip a ~1nal oreer OL ~ne COmffilSS10ner Wl~n reSDec~ to tne

matters addressed herein, and is nonappealable and

immediately enforceable. Failure to comply with this

Trading Agreement and Order may subject M? to an

injunction and penalties.

18. ?alse statements. ~~y false statement in any information SUD~ttea Dursuant to this Trading Agreement and Order tS punisha~~e:s a criminal~o~fense under ~?3a-157b of ~he ConneC~1CU~ General Sta~u~es and any o~ner

applicable law.

19. Notice of transfer; liabilit of M? Until M? has fully Co."pl.lea Wlt.n t.illS lraOlng .greemenc and Order, M? shall

notify the Commissioner in writing no later than 15 days after transferring all or any portion of the facility, the operations, the site or the business which is the

subject of this Trading Agreement and Order or after

obtaining a new mailing or location address. MP's

obligations under this Trading A~reement and Order shall

not be affected by the passage or title to any property

Initials: 13 Date:
Middlet~wn Power LLC

to any other person or municipality.

Trading Agreement

and Order No.

8213

20. Commissioner's powers. Nothing in this Trading A~reement

and Order snall arrect the Commissioner's authorlty to

institute any proceeding or take any other action to

prevent or abate violations of law, prevent or abate

pollution, recover costs and natural resource damages, and to impose penalties for past, present, or future

violations of law. If at any time the Co~~issioner

determines that the actions taken by MP pursuant to this

Trading Agreement and Order have not successfully corrected all violations, fully characterized the extent

or degree of any pollution, or successfull¥ abated or

prevented pollution, the Co~~issioner may lnstitute any oroceeding to reauire M? to undertake further

Investigation or-further action to prevent or abate

violations or pollution.

21. MP's obligations under law. ~othing i~ this Trading Agreement and Order snal! relleve M? or other

obligations under applicable federal, state and local

law.

22. No assurance b Commissioner. No provision of this

ira lng .greemenc an roer and no action or inactio~ by the Commissioner shall be construed to constitute an

assurance by the Commissioner that the actions taken by M? pursuant to this Trading Agreement and Order will

result in compliance or prevent or abate pollution.

23. Access to facility. ~~y representative of the Depar~ment OI EnVlrOTh~ental ?rotection may enter the

facility without Drior notice for the Durooses of

monitoring and enrorcing the actions requIred or allowed

by this Trading Agreement and Order.

24. No effect on ri nts of other nersons. This Trading

.greemen and r e~ ne2~ner crea es nor affects any rights of persons or m~Dicipalities that are not parties

to this Trading Agreement and Order.

25. No Creation of Property Rights. This Trading A~reement and Order does noc creace any property rights wlth

respect to these DERCs.

26. Notice to Co~~issioner of changes. Within 15 days of

cne dace MP Decomes aware or a cnange in any information

submitted to the Commissioner under this Trading

Agreement and Order, or that any such information was

inaccurate or misleading or that any relevant

information was omitted, MP shall submit the correct or

omitted information to the Co~~issioner.

Initials: 14 Date:
Middletown Power LLC Trading Agreement

and Order No.

8213

27. Notification of noncompliance. In the event that MP

oecomes aware chac lC old not or may not comply, or did

not or rna¥ not co~ply on time, with any requirement of

this Tradlng Agre~~ent and Order or of any doc~~ent

required hereunder, MP shall immediately notify by teleohone the individual identified in the next

paragraph and snaIl take all reasonable steps to ensure

that any noncompliance or delay is avoided or, it

unavoidable, is minimized to the qreatest extent

possiole. Within five (5) days o~ the initial notice,

MP shall submit in writing the date, time, ~id duration

of the noncomDliance and the reasons for the

noncompliance-or delay and propose, for the review and v~itten approval of tne Commissioner, dates by which

compliance will be achieved, and M? shall comply with

any ?at~s which.m~¥~~e ~~proyed in writing~by tne

Comm2sS10ner. NO~l!lCa~lOn Dy MP shall no~ excuse noncompli~ice or d9lay, and the Commissioner's approval of any compliance dates proposed shall not excuse

noncompliance or delay unless specifically so stated by the Commissioner in writing.

28. Submission of documents. _~y doclli~ent required to be sUDml~ced ~o Lne cOffiffi2ssioner under this Trading Agreement and Order shall, unless otherwise specified in

this Trading Agreement and Order or in writing by the Com~issioner, be directed to:

Wendy Jacobs

Department of 3nviroTh~ental ?rotection

3ureau of Air Mana¥ement

Emissions and Credlt Trading Section

79 Elm Street

Hartford, Connecticut 06106-3127

Initials: 15 Date:
Middletown Power LLC Trading Agreement

and Order No. 8213

MP consents to the issuance of this Trading Agreement and Order

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

fully authorized to enter into this Trading Agreement and Order

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

Agreement and Order.

Protection on

Jr.

LLC

o

or the

Middletown Power

6~~t,QL

order

Date:

Type Name:

Signature:

'Type Title:

Issued as a final

Environmental

TO~TN O? MIDDLETO~W L.~~TD RECORDS

~~.ILED CERTIFIED ~~IL, RETU~~ RECEIPT REQUESTED

Certified Document No.

16