EXHIBIT B-6
FORM OF PROPOSED OPERATING AGREEMENT
OPERATING AGREEMENT, dated ____, 1999, between
WEST PENN POWER COMPANY, a Pennsylvania corporation ("West
Penn") and [Genco, LLC], a
limited liability company ("Operator").
W I T N E S S E T H:
1. Station.
West Penn and the Operator hereby provide for the
operation of [a electric generating station in _______,
[Pennsylvania] [West Virginia], with _____ generating units,
each with a name plate capacity of approximately ____ kw
(net), (hereinafter called the "Station") to be leased by
West Penn for the duration of this Agreement from the
Operator.
2. Operation and Maintenance.
The Station will be operated and maintained by the
Operator. The Operator shall not be liable to West Penn for
loss, damage, or injury arising out of such operation or
maintenance unless caused by its gross negligence or willful
misconduct. The Operator shall keep or cause to be kept
books of account and records containing details of the items
of cost applicable to the operation and maintenance of the
Station. Such books of account and records shall be open to
examination at any time by West Penn or its representatives.
The Operator shall furnish West Penn with copies of such
books of account and records as they may request.
3. Renewals, Replacements, Additions, and Retirements.
Renewals and replacements necessary for the operation
of the Station shall be made as required in accordance with
good utility operating practice. Other renewals and
replacements of, and any additions to, the Station may be
made only upon agreement of West Penn and the Operator.
Retirements, sales, and other dispositions of property shall
be effected only in a manner consistent with West Penn's and
the Operator's mortgage indentures, if any. Renewals,
replacements, additions and retirements (and related
dispositions and sales) shall be accomplished by the
Operator.
4. Power and Energy.
West Penn shall at all times during the term of this
Agreement have full ownership of and available to it at the
Station its approximately one-third generating capability of
the Station, and the energy associated therewith, in
accordance with the Lease Agreement of even date herewith.
5. Expenditures.
All expenditures in respect of the Station shall be
accounted for in accordance with the Uniform System of
Accounts prescribed by the Federal Power Commission for
Public Utilities and Licensees (Class A and B Electric
Utilities) in effect on the date of this Agreement and as
may be amended from time to time.
All expenditures for the operation, and maintenance of
the Station (including, without limitation, all expenditures
for administration, labor, payroll taxes, employee benefits,
research and development, materials, supplies and services)
and all expenditures for renewals, replacements, additions,
and retirements related to the Station shall be for the
account of West Penn.
Interest charges on borrowed funds, income taxes, and
property, business and occupation and like taxes related to
the Station imposed upon the approximately one-third of
generation leased by West Penn shall be borne entirely by
West Penn; and such items, as well as depreciation and
amortization and interest charged during construction, shall
not be deemed expenditures for purposes of this Section.
6. Arbitration.
Any controversy relating to this Agreement shall be
settled by arbitration in accordance with the Rules of the
American Arbitration Association, and judgment upon an award
rendered by the arbitrator may be entered in any court
having jurisdiction thereof.
7. Term of Agreement.
This Agreement shall continue in full force and effect
until January 2, 2000. Termination of this Agreement shall
not terminate the provisions of Section 6.
IN WITNESS WHEREOF, each of the parties has caused this
Agreement to be duly executed.
WEST PENN POWER COMPANY
By_____________________________
Vice President
[GENCO, LLC]
By_____________________________
Vice President
