SECOND AMENDMENT TO ENERGY MANAGEMENT AGREEMENT

Exhibit 10.19

REDACTED

SECOND AMENDMENT TO ENERGY MANAGEMENT AGREEMENT

This Second Amendment to Energy Management Agreement is entered into by and between KGen Xxxxxx 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 Xxxxxx I Monthly Management Fee and the Xxxxxx XX 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 Xxxxxx I Monthly Management Fee and the Xxxxxx XX 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 Xxxxxx I (the “Post-PPA Xxxxxx I Monthly Management Fee” and, together with the “Pre-PPA Xxxxxx I Monthly Management Fee, the “Xxxxxx I Monthly Management Fee”). Effective as of September 1, 2007, and continuing until October 31, 2007, the Xxxxxx 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 Xxxxxx 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 Xxxxxx XX, the greater of [***] “Xxxxxx XX Fixed Dollar Portion”) or (ii) [***] of the monthly Generation Margin for Xxxxxx XX (the “Xxxxxx XX Monthly Management Fee”). Effective as of September 1, 2007 and continuing until October 31, 2007, the Xxxxxx XX Monthly Management Fee shall be equal to the greater of (i) [***] “Xxxxxx XX Fixed Dollar Portion”) or (ii) [***] of the monthly Generation Margin for Xxxxxx XX. Effective as of November 1, 2007 and continuing for the remainder of the term of this Agreement, the Xxxxxx XX Monthly Management Fee shall be equal to the greater of (i) [***] (“Xxxxxx XX Fixed Dollar Portion”) or (ii) [***] of the monthly Generation Margin for Xxxxxx XX.”

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 Xxxxxx I and II LLC			Fortis Energy Marketing & Trading GP
By:	/s/ Xxxxx X. Xxxxxxx		By:	/s/ Xxxx X. Xxxxxx
Name:	Xxxxx X. Xxxxxxx		Name:	Xxxx X. Xxxxxx
Title:	SR VICE PRESIDENT		Title:	Managing Director
			By:	/s/ Xxxxx Xxxxxxx
			Name:	Xxxxx Xxxxxxx
			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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