WHEREAS, pursuant to the DecemAgreement, Old Mirant assigned its rights and obligations under the APSA with respect to a Facility and Capacity Credit Agreement, dated March 21, 1989, by and between Southern Maryland Electric Cooperative, Inc. O&M, LLC, and f/k/a Southern Energy Morgantown, LLC and Mirant Mid-Atlantic Services, LLC, f/k/a Southern Energy PJM Management, LLC, which affiliates of Old Mirant are collectively referred to herein as the Other Mirant Entities)) executed and delivered an Assignment and Assumption Agreement under which Old MirantĪssigned its rights to certain Auctioned Assets to specified Other Mirant Entities and the specified Other Mirant Entities assumed Old Mirants Assumed Obligations pertaining to the assets assigned to them (the DecemAgreement) Mirant Potomac River, LLC, f/k/a Southern Energy Potomac River, LLC Mirant Chalk Point, LLC, f/k/a Southern Energy Chalk Point, LLC, and the successor in interest to Mirant Peaker, LLC, f/k/a Southern Energy Peaker, LLC Mirant Piney Point, LLC, f/k/a Southern Energy Piney Point, LLC, and f/k/a/ Southern Energy Dickerson, LLC Mirant MD Ash Management, LLC, f/k/a Southern Energy MD Ash Management, LLC, and the successor in interest to Mirant D.C. WHEREAS, on December 11, 2000, Old Mirant and certain affiliates of Old Mirant (including Mirant Mid-Atlantic, LLC, f/k/a Southern Energy Mid-Atlantic, Inc. WHEREAS, under the terms of the APSA, certain of the Mirant Settling Parties entered into Ancillary Agreements or other contracts or leases with Pepco or other Pepco Settling Parties WHEREAS, as of the date of this Agreement, the only power purchase agreements subject to the Back-to-Back Arrangement that remain in effect are the Co-Generation and Small Plant Production Services Agreement by and between Pepco and Prince Georges County, Maryland, dated June 1, 1990, and the Power Purchase Agreement by and between Pepco and Panda-Brandywine L.P., effective Octo(the Panda PPA) WHEREAS, under the terms of the APSA, Pepco and Old Mirant entered into a back-to-back arrangement (the Back-to-Back Arrangement) under which, among other rights and obligations as set out in Section II of Schedule 2.4 to the APSA, Pepco was to sell to Old Mirant and Old Mirant was to purchase, at Pepcos cost, all capacity, energy, ancillary services and other benefits Pepco was entitled to receive under certain existing power purchase agreements that Pepco had entered into with third parties, as identified in a letter dated December 19, 2000, between Pepco and Old Mirant WHEREAS, on June 7, 2000, Old Mirant, f/k/a Southern Energy, Inc., and Pepco executed and delivered an Asset Purchase and Sale Agreement for Generating Plants and Related Assets (collectively, with its attachments, schedules and exhibits, as amended from time to time, the APSA) and Potomac Capital Investment Corporation (Pepco and the other entities identified in this clause (i) are referred to herein collectively as the Pepco Settling Parties) and (ii) Mirant Corporation ( New Mirant) Mirant Power Purchase, LLC, f/k/a Mirant Oregon, LLC ( MPP) MC 2005, LLC, f/k/a Mirant Corporation ( Old Mirant) Mirant Mid-Atlantic, LLC Mirant Potomac River, LLC Mirant Chalk Point, LLC Mirant Piney Point, LLC Mirant MD Ash Management, LLC Mirant Energy Trading, LLC Mirant Services, LLC and the MC Plan Trust (as defined in Schedule 1) (New Mirant and the other entities identified in this clause (ii) are referred to herein collectively as the Mirant Settling Parties). This Settlement Agreement and Release (this Agreement) is dated as of May 30, 2006, by and among (i) Potomac Electric Power Company ( Pepco) Conectiv Energy Supply, Inc.
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