1 Exhibit 4.5a =============================================================================== PARTICIPATION AGREEMENT Dated as of August 24, 2000Participation Agreement • December 8th, 2000 • Reliant Energy Mid Atlantic Power Services Inc
AmongPurchase Agreement • December 8th, 2000 • Reliant Energy Mid Atlantic Power Services Inc • New York
Date of Amendment Amended Section(s) ----------------- ------------------ June 4, 1969 Articles 2.1, 6.1 & 7.2 May 8, 1973 Article 3.1(f) February 27, 1978 Article 4.4* December 1, 1978 Article 10.1 June 30 ,1983 Article 2.1, 4.4Operating Agreement • December 8th, 2000 • Reliant Energy Mid Atlantic Power Services Inc • Pennsylvania
LIMITED LIABILITY COMPANY AGREEMENT OF SITHE MARYLAND HOLDINGS LLCLimited Liability Company Agreement • December 8th, 2000 • Reliant Energy Mid Atlantic Power Services Inc • Maryland
AMONGPledge and Security Agreement • December 8th, 2000 • Reliant Energy Mid Atlantic Power Services Inc • New York
1 EXHIBIT 10.13 INTERCREDITOR AGREEMENT Dated as of August 24, 2000Intercreditor Agreement • December 8th, 2000 • Reliant Energy Mid Atlantic Power Services Inc • New York
By and AmongInterconnection Agreement • December 8th, 2000 • Reliant Energy Mid Atlantic Power Services Inc • Pennsylvania
RECITALSFunding Agreement • December 8th, 2000 • Reliant Energy Mid Atlantic Power Services Inc • New York
LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT (CONEMAUGH) among RELIANT ENERGY MID-ATLANTIC POWER HOLDINGS, LLC, as Borrower, BAYERISCHE HYPO-UND VEREINSBANK AG NEW YORK BRANCH, as LOC Issuer, THE BANKS NAMED HEREIN, as Banks and BAYERISCHE HYPO-UND...Letter of Credit and Reimbursement Agreement • December 8th, 2000 • Reliant Energy Mid Atlantic Power Services Inc • New York
BY AND AMONGSupport Services Agreement • December 8th, 2000 • Reliant Energy Mid Atlantic Power Services Inc • Texas
1 EXHIBIT 10.16(a) TAX INDEMNITY AGREEMENT Dated as of August 24, 2000Tax Indemnity Agreement • December 8th, 2000 • Reliant Energy Mid Atlantic Power Services Inc • New York
Conemaugh Facility Lease 2Facility Lease Agreement • December 8th, 2000 • Reliant Energy Mid Atlantic Power Services Inc
EXHIBIT 10.5a AMENDED AND RESTATED TRANSITION POWER PURCHASE AGREEMENTTransition Power Purchase Agreement • December 8th, 2000 • Reliant Energy Mid Atlantic Power Services Inc • Pennsylvania
1 EXHIBIT 4.9 RELIANT ENERGY MID-ATLANTIC POWER HOLDINGS, LLC $210,000,000 8.554% Series A Pass Through Certificates Due 2005 $421,000,000 9.237% Series B Pass Through Certificates Due 2017 $220,000,000 9.681% Series C Pass Through Certificates Due...Exchange and Registration Rights Agreement • December 8th, 2000 • Reliant Energy Mid Atlantic Power Services Inc • New York
AGREEMENT AMONG THE OWNERS 3 Memorandum of Owners' Agreement Conemaugh Steam Electric StationOwners' Agreement • December 8th, 2000 • Reliant Energy Mid Atlantic Power Services Inc
2 4 Section 2.2. Payment and Performance of Obligations. Each Subsidiary Guarantor does hereby agree that, if for any reason whatsoever the Facility Lessee fails or is unable to perform any Obligation as and when the same shall become due and payable...Subsidiary Guaranty • December 8th, 2000 • Reliant Energy Mid Atlantic Power Services Inc
1 EXHIBIT 4.5b SCHEDULE IDENTIFYING SUBSTANTIALLY IDENTICAL AGREEMENTS TO PARTICIPATION AGREEMENT CONSTITUTING EXHIBIT 4.5a HERETO 1. Participation Agreement dated as of August 24, 2000 among Keystone Genco LLC, as Owner Lessor, Reliant Energy...Participation Agreement • December 8th, 2000 • Reliant Energy Mid Atlantic Power Services Inc
between RELIANT ENERGY MID-ATLANTIC POWER HOLDINGS, LLC, as Assignor and CONEMAUGH LESSOR GENCO LLC, as Assignee ======================================= ========================================= 2 TABLE OF CONTENTSAssignment and Reassignment of Owners Agreement • December 8th, 2000 • Reliant Energy Mid Atlantic Power Services Inc
1 EXHIBIT 10.14b SCHEDULE IDENTIFYING SUBSTANTIALLY IDENTICAL AGREEMENTS TO LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT CONSTITUTING EXHIBIT 10.14a HERETO 1. Letter of Credit and Reimbursement Agreement (Keystone Facility) dated as of August 24, 2000...Letter of Credit and Reimbursement Agreement • December 8th, 2000 • Reliant Energy Mid Atlantic Power Services Inc
1 EXHIBIT 4.4b SCHEDULE IDENTIFYING SUBSTANTIALLY IDENTICAL AGREEMENTS TO PASS THROUGH TRUST AGREEMENT CONSTITUTING EXHIBIT 4.4a HERETO 1. Series B Pass Through Trust Agreement dated as of August 24, 2000 between Reliant Energy Mid- Atlantic Power...Pass Through Trust Agreement • December 8th, 2000 • Reliant Energy Mid Atlantic Power Services Inc
AGREEMENT AMONG THE OWNERS 3Keystone Agreement Among the Owners • December 8th, 2000 • Reliant Energy Mid Atlantic Power Services Inc
OWNER PARTICIPANT GUARANTEE 2 3 Guarantee and specifically defined herein. Any term defined by reference to an agreement, instrument or other document shall have the meaning so assigned to it whether or not such document is in effect.Owner Participant Guarantee • December 8th, 2000 • Reliant Energy Mid Atlantic Power Services Inc
1 EXHIBIT 10.4c SCHEDULE IDENTIFYING SUBSTANTIALLY IDENTICAL AGREEMENTS TO INTERCONNECTION AGREEMENT CONSTITUTING EXHIBIT 10.4b HERETO 1. Interconnection Agreement by and among The Keystone Station Owners and Pennsylvania Electric Company d/b/a GPU...Interconnection Agreement • December 8th, 2000 • Reliant Energy Mid Atlantic Power Services Inc
1 EXHIBIT 4.6b SCHEDULE IDENTIFYING SUBSTANTIALLY IDENTICAL AGREEMENTS TO FACILITY LEASE AGREEMENT CONSTITUTING EXHIBIT 4.6a HERETO 1. Facility Lease Agreement dated as of August 24, 2000 between Keystone Lessor Genco LLC and Reliant Energy...Facility Lease Agreement • December 8th, 2000 • Reliant Energy Mid Atlantic Power Services Inc
1 EXHIBIT 4.7b SCHEDULE IDENTIFYING SUBSTANTIALLY IDENTICAL AGREEMENTS TO PLEDGE AND SECURITY AGREEMENT CONSTITUTING EXHIBIT 4.7a HERETO 1. Pledge and Security Agreement dated as of August 24, 2000 from Reliant Energy Mid-Atlantic Power Holdings, LLC,...Pledge and Security Agreement • December 8th, 2000 • Reliant Energy Mid Atlantic Power Services Inc
1 EXHIBIT 10.16b SCHEDULE IDENTIFYING SUBSTANTIALLY IDENTICAL AGREEMENTS TO TAX INDEMNITY AGREEMENT CONSTITUTING EXHIBIT 10.16a HERETO 1. Tax Indemnity Agreement dated as of August 24, 2000 between Reliant Energy Mid-Atlantic Power Holdings, LLC and...Tax Indemnity Agreement • December 8th, 2000 • Reliant Energy Mid Atlantic Power Services Inc
BY AND AMONGProcurement and Marketing Agreement • December 8th, 2000 • Reliant Energy Mid Atlantic Power Services Inc • Texas
EXHIBIT 10.5b SCHEDULE IDENTIFYING SUBSTANTIALLY IDENTICAL AGREEMENTS TO TRANSITION POWER PURCHASE AGREEMENT CONSTITUTING EXHIBIT 10.5a HERETO 1. Amended and Restated Transition Power Purchase Agreement by and among Sithe Energies, Inc., Sithe...Transition Power Purchase Agreement • December 8th, 2000 • Reliant Energy Mid Atlantic Power Services Inc
