Exhibit 10.19


 


REDACTED


 


SECOND AMENDMENT TO
ENERGY MANAGEMENT AGREEMENT


 


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


 


WHEREAS, Owner and Energy Manager are parties to that certain Energy
Management Agreement dated August 17, 2004, as amended (the “Agreement”);


 


WHEREAS, by amendment dated July 25, 2007, Owner and Energy Manager
extended the term of the Agreement and revised the Murray I Monthly Management
Fee and the Murray II 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 Murray I Monthly Management Fee and the Murray II 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:


 


2.                         Section
6.1 Management Fees, Subsection (a) (ii), is deleted in its entirety and
replaced by the following:


 


“(ii) for each month
commencing with June 2005, and continuing until August 31, 2007, [***] for Murray I (the “Post-PPA Murray I Monthly Management Fee”
and, together with the “Pre-PPA Murray I Monthly Management Fee, the “Murray I
Monthly Management Fee”). Effective as of September 1, 2007, and continuing
until October 31, 2007, the Murray I Monthly Management Fee shall be equal to
[***] Effective as of November 1, 2007 and continuing for the remainder of the
term of this Agreement, the Murray I Monthly Management Fee shall be equal to [***]


 


3.                         Section
6.1 Management Fees, Subsection (b) is deleted in its entirety and
replaced by the following:


 


 






*** 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.


 


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“effective as of the
Effective Date and continuing until August 31, 2007 with respect to Services to
be provided in respect of Murray II, the greater of [***] “Murray II Fixed
Dollar Portion”) or (ii) [***] of the monthly Generation Margin for Murray II
(the “Murray II Monthly Management Fee”). Effective as of September 1, 2007 and
continuing until October 31, 2007, the Murray II Monthly Management Fee shall be equal to the greater
of (i) [***] “Murray II Fixed
Dollar Portion”) or (ii) [***] of the monthly Generation Margin for Murray II. Effective as of November 1,
2007 and continuing for the remainder of the term of this Agreement, the Murray
II Monthly Management Fee shall be equal to the greater of (i) [***] (“Murray II Fixed Dollar Portion”) or (ii) [***] of the monthly Generation Margin for Murray
II.”


 


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


 


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
  Murray I and II 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

  	
   

  



 


 






*** 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.


 


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