Exhibit 10.23


 


REDACTED


 


SECOND AMENDMENT TO
ENERGY MANAGEMENT AGREEMENT


 


This Second Amendment to Energy Management Agreement is entered into by
and between KGen Hinds LLC (“Owner”) and Fortis Energy Marketing & Trading GP, successor in interest to
The Cincinnati Gas &  Electric
Company (“Energy Manager”).


 


WHEREAS, by amendment dated July 25, 2007, Owner and Energy Manager
extended the term of the Agreement and revised the Monthly Management Fee under
the Agreement; and


 


WHEREAS, Owner and Energy Manager’s agreement to the above revised
Management Fees was, in part, in consideration of the anticipated execution of
Energy Management Agreements between Energy Manager and affiliates of Owner (“Owner
Affiliates”) providing for services to be performed by Energy Manager with
respect to generation facilities that were expected to be acquired by such
Owner Affiliates; and


 


WHEREAS, the acquisition of such generation facilities by the respective
Owner Affiliates was not consummated as contemplated by Owner and Energy
Manager; and


 


WHEREAS, the parties hereto desire to further amend the Agreement to
revise the Management Fee as provided herein;


 


NOW THEREFORE, for and in consideration of the agreements herein made
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree to amend the Agreement as
follows:


 


1.                         Section
6.1, Management Fees, is deleted in its entirety and replaced by the
following:


 


“Commencing with the
Effective Date and continuing until August 31, 2007, Energy Manager shall be
entitled to a monthly fee equal to the greater of (i) [***] (“Fixed Dollar Portion”) or (ii) [***] of the monthly
Generation Margin (the “Monthly Management Fee”). Effective as of September 1,
2007 and continuing until October 31, 2007, the Monthly Management Fee shall be
equal to the greater of (i) [***] (“Fixed Dollar Portion”) or (ii) [***] of the
monthly Generation Margin. Effective as of November 1, 2007 and continuing for
the remainder of the term of this Agreement, the Monthly Management Fee shall
be equal to the greater of (i) [***] (“Fixed Dollar Portion”) or (ii) [***] of
the monthly Generation Margin. Payment of the amounts specified in this Section
6.1 shall be made in accordance with Section 6.3 below.”


 


2.                         Except as
amended hereby, all terms and conditions of the Agreement shall remain in full
force and effect.


 


 






*** Certain information on this
page has been omitted and filed separately with the SEC.  Confidential treatment has been requested
with respect to the omitted portions.


 


1

















 


IN WITNESS
WHEREOF, the parties hereto have executed this Second Amendment to Energy
Management Agreement in multiple originals, effective as of November 1, 2007.


 


 


	
  KGen Hinds
  LLC

  	
  Fortis
  Energy Marketing & Trading

  GP

  
	
   

  	
   

  
	
  By:

  	
  /s/ James H. Sweeney

  	
   

  	
  By:

  	
  /s/ Jack L. Farley

  	
   

  
	
  Name:

  	
  James H. Sweeney

  	
   

  	
  Name:

  	
  Jack L. Farley

  	
   

  
	
  Title:

  	
  SR VICE PRESIDENT

  	
   

  	
  Title:

  	
  Managing Director

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Frank Vickers

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Frank Vickers

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  	
   

  



 


2