Exhibit 10.18


 


REDACTED


 


AMENDMENT TO ENERGY
MANAGEMENT AGREEMENT


 


This Amendment (“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 (the “Agreement”);


 


WHEREAS, the parties hereto desire to extend the term of the Agreement
and to revise the Murray I Monthly Management Fee and the Murray II Management
Fee under the Agreement; and


 


WHEREAS, the parties hereto desire to amend the Agreement 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
2.2. Term, is deleted in its entirety and replaced with the following:


 


“The term of this
Agreement shall commence on the Effective Date, shall continue in effect for
three (3) years from the Effective Date (the “Initial Term”), and shall be
extended for an additional period (“Term Extension”) through and including
August 31, 2010. The parties shall agree on further Term Extensions at least
forty-five (45) days prior to the end of any Term Extension.”


 


2.                         Section
6.1 Management Fees, Subsection (a) (ii), is amended by and adding a
period immediately after the parenthetical phrase, “(the “Murray I Monthly
Management Fee”),” followed by the following:


 


“Notwithstanding the
foregoing, effective as of September 1, 2007, the Murray I Monthly Management
Fee shall be equal to [***]


 


3.                         Section
6.1 Management Fees, Subsection (b) is amended by by adding the
following sentence after the parenthetical phrase, “(the “Murray II Monthly
Management Fee”)”:


 


“Notwithstanding the
foregoing, effective as of September 1, 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.”


 


 






*** 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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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 Amendment to Energy Management
Agreement in multiple originals, effective as of July 25, 2007.


 


 


	
  KGen
  Murray I and II LLC

  	
  Fortis
  Energy Marketing & Trading GP

  
	
   

  	
   

  
	
  By:

  	
  /s/ James H. Sweeney

  	
   

  	
  By:

  	
  /s/ William David Duran

  	
   

  
	
  Name:

  	
  James H. Sweeney III

  	
   

  	
  Name:

  	
  William David Duran

  	
   

  
	
  Title:

  	
  Senior Vice President –
  

  	
   

  	
  Title:

  	
  Managing Director

  	
   

  
	
   

  	
  Energy Management

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Frank Vickers

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Frank Vickers

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  	
   

  
							



 


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