EXHIBIT 4.5(a) PARTICIPATION AGREEMENTParticipation Agreement • May 25th, 2001 • Mirant Mid Atlantic LLC • Electric services
ARTICLE IAdministrative Services Agreement • May 25th, 2001 • Mirant Mid Atlantic LLC • Electric services • Georgia
ARTICLE I DEFINITIONS -----------Limited Liability Company Agreement • May 25th, 2001 • Mirant Mid Atlantic LLC • Electric services • Delaware
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the "Assignment Agreement") dated -------------------- as of December 19, 2000 by and among SOUTHERN ENERGY MID- ATLANTIC, LLC, a Delaware limited liability company ("SEMA"), and MORGANTOWN OL1 LLC, MORGANTOWN...Assignment and Assumption Agreement • May 25th, 2001 • Mirant Mid Atlantic LLC • Electric services • New York
Southern Energy Mid-Atlantic, LLC, a Delaware limited liability company (the "Company") an indirect wholly-owned subsidiary of Southern Energy, ------- Inc., a Delaware corporation ("SEI"), proposes, subject to the terms and conditions stated in a...Registration Rights Agreement • May 25th, 2001 • Mirant Mid Atlantic LLC • Electric services • New York
RECITALSAgency Agreement • May 25th, 2001 • Mirant Mid Atlantic LLC • Electric services • New York
AMENDMENT NO. 1 TOAsset Purchase and Sale Agreement • May 25th, 2001 • Mirant Mid Atlantic LLC • Electric services • District of Columbia
EXHIBIT 10.2(a) INTERCONNECTION AGREEMENTInterconnection Agreement • May 25th, 2001 • Mirant Mid Atlantic LLC • Electric services • Maryland
BILL OF SALE ------------Bill of Sale • May 25th, 2001 • Mirant Mid Atlantic LLC • Electric services • District of Columbia
andPass Through Trust Agreement • May 25th, 2001 • Mirant Mid Atlantic LLC • Electric services • New York
EXHIBIT 3.3 FIRST AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT THIS FIRST AMENDMENT (the "Amendment") to the Limited Liability Company Agreement of Southern Energy Mid-Atlantic, LLC (the "Company") dated July 12, 2000 (the "Agreement") is made and...Limited Liability Company Agreement • May 25th, 2001 • Mirant Mid Atlantic LLC • Electric services • Delaware
EXHIBIT 10.12 CAPITAL CONTRIBUTION AGREEMENTCapital Contribution Agreement • May 25th, 2001 • Mirant Mid Atlantic LLC • Electric services • New York
EXHIBIT 4.7(a) FACILITY LEASE AGREEMENTFacility Lease Agreement • May 25th, 2001 • Mirant Mid Atlantic LLC • Electric services • New York
GUARANTYGuaranty • May 25th, 2001 • Mirant Mid Atlantic LLC • Electric services • New York
POWER STATION SITE LOCATED IN CHARLES COUNTY MARYLAND ____________________________________________________________________Shared Facilities Agreement • May 25th, 2001 • Mirant Mid Atlantic LLC • Electric services • Maryland
RECITALSServices and Risk Management Agreement • May 25th, 2001 • Mirant Mid Atlantic LLC • Electric services • New York
Exhibit 4.9(b) Indenture of Trust, Mortgage and Security Agreement (Dickerson L2) between Dickerson OL2 LLC, as Owner Lessor, and State Street Bank and National Association, as Lease Indenture Trustee, dated as of December 19, 2000 Indenture of Trust,...Indenture of Trust, Mortgage and Security Agreement • May 25th, 2001 • Mirant Mid Atlantic LLC • Electric services
Indenture of Trust, Mortgage and Security Agreement (Dickerson L2) between Dickerson OL2 LLC, as Owner Lessor, and State Street Bank and National Association, as Lease Indenture Trustee, dated as of December 19, 2000
EXHIBIT 4.8(a) FACILITY LEASE AGREEMENTFacility Lease Agreement • May 25th, 2001 • Mirant Mid Atlantic LLC • Electric services • New York
The Facility Lessee has entered into a Registration Rights Agreement dated December 18, 2000 (as the same may from time to time be amended, amended and restated, supplemented or otherwise modified in accordance with the terms thereof and, where...Lessor Note • May 25th, 2001 • Mirant Mid Atlantic LLC • Electric services
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE SUCH A REGISTRATION IS IN EFFECT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER. SAID ACT
EXHIBIT 10.10(b) Master Power Purchase and Sale Agreement between Southern Energy Chalk Point, LLC and Southern Company Energy Marketing L.P. dated as of December 18, 2000Master Power Purchase and Sale Agreement • May 25th, 2001 • Mirant Mid Atlantic LLC • Electric services
Master Power Purchase and Sale Agreement between Southern Energy Chalk Point, LLC and Southern Company Energy Marketing L.P. dated as of December 18, 2000
EXHIBIT 10.5(a) FACILITY SITE LEASE AND EASEMENT AGREEMENTFacility Site Lease and Easement Agreement • May 25th, 2001 • Mirant Mid Atlantic LLC • Electric services • New York
EXHIBIT 10.7(a) FACILITY SITE SUBLEASE AGREEMENTFacility Site Sublease Agreement • May 25th, 2001 • Mirant Mid Atlantic LLC • Electric services • New York
EXHIBIT 10.17(a) Dickerson Base-Load Units 1, 2 and 3 Coal-Fired Electric Generating Units Ownership & Operation Agreement Dickerson OL1 LLC, Dickerson OL2 LLC, Dickerson OL3 LLC, Dickerson OL4 LLC, and Southern Energy Mid- Atlantic, LLC December 19,...Ownership & Operation Agreement • May 25th, 2001 • Mirant Mid Atlantic LLC • Electric services • Maryland
Exhibit 10.7(b) Facility Site Sublease Agreement (Dickerson L2) between Southern Energy Mid- Atlantic, LLC and Dickerson OL2 LLC dated as of December 19, 2000 Facility Site Sublease Agreement (Dickerson L3) between Southern Energy Mid- Atlantic, LLC...Facility Site Sublease Agreement • May 25th, 2001 • Mirant Mid Atlantic LLC • Electric services
Facility Site Sublease Agreement (Dickerson L2) between Southern Energy Mid- Atlantic, LLC and Dickerson OL2 LLC dated as of December 19, 2000
Exhibit 10.3(b) Easement, License and Attachment Agreement (Morgantown) between Potomac Electric Power Company, Southern Energy Mid-Atlantic, LLC and Southern Energy Piney Point, LLC dated as of December 19, 2000 Easement, License and Attachment...Easement, License and Attachment Agreement • May 25th, 2001 • Mirant Mid Atlantic LLC • Electric services
Easement, License and Attachment Agreement (Morgantown) between Potomac Electric Power Company, Southern Energy Mid-Atlantic, LLC and Southern Energy Piney Point, LLC dated as of December 19, 2000
Exhibit 10.9(b) Amended and Restated Services and Risk Management Agreement between Mirant Chalk Point, LLC and Mirant Americas Energy Marketing, LP dated as of March 30, 2001Services Agreement • May 25th, 2001 • Mirant Mid Atlantic LLC • Electric services
Amended and Restated Services and Risk Management Agreement between Mirant Chalk Point, LLC and Mirant Americas Energy Marketing, LP dated as of March 30, 2001
Exhibit 10.6(b) Facility Site Lease Agreement (Morgantown L2) between Southern Energy Mid- Atlantic, LLC, Morgantown OL2 LLC and Southern Energy MD Ash Management, LLC dated as of December 19, 2000 Facility Site Lease Agreement (Morgantown L3) between...Facility Site Lease Agreement • May 25th, 2001 • Mirant Mid Atlantic LLC • Electric services
Facility Site Lease Agreement (Morgantown L2) between Southern Energy Mid- Atlantic, LLC, Morgantown OL2 LLC and Southern Energy MD Ash Management, LLC dated as of December 19, 2000
Exhibit 4.4(b) Pass Through Trust Agreement B between Southern Energy Mid- Atlantic, LLC and State Street Bank and Trust Company of Connecticut, National Association, as Pass Through Trustee dated as of December 19, 2000 Pass Through Trust Agreement C...Pass Through Trust Agreement • May 25th, 2001 • Mirant Mid Atlantic LLC • Electric services
Pass Through Trust Agreement B between Southern Energy Mid-Atlantic, LLC and State Street Bank and Trust Company of Connecticut, National Association, as Pass Through Trustee dated as of December 19, 2000
Exhibit 10.8(b) Facility Site Sublease Agreement (Morgantown L2) between Southern Energy Mid- Atlantic, LLC and Morgantown OL2 LLC dated as of December 19, 2000 Facility Site Sublease Agreement (Morgantown L3) between Southern Energy Mid- Atlantic,...Facility Site Sublease Agreement • May 25th, 2001 • Mirant Mid Atlantic LLC • Electric services
Facility Site Sublease Agreement (Morgantown L2) between Southern Energy Mid- Atlantic, LLC and Morgantown OL2 LLC dated as of December 19, 2000
Exhibit 10.4(b) Bill of Sale (Chalk Point Station not including the Combustion Turbines) between Potomac Electric Power Company and Southern Energy Chalk Point, LLC dated as of December 19, 2000 Bill of Sale (Faulkner, Brandywine and Westland) between...Bill of Sale • May 25th, 2001 • Mirant Mid Atlantic LLC • Electric services
Bill of Sale (Chalk Point Station not including the Combustion Turbines) between Potomac Electric Power Company and Southern Energy Chalk Point, LLC dated as of December 19, 2000
Exhibit 4.5(b) Participation Agreement (Dickerson L2) among Southern Energy Mid-Atlantic, LLC, as Lessee, Dickerson OL2 LLC, as Owner Lessor, Wilmington Trust Company, as Owner Manager, SEMA OP6, as Owner Participant and State Street Bank and Trust...Participation Agreement • May 25th, 2001 • Mirant Mid Atlantic LLC • Electric services
Participation Agreement (Dickerson L2) among Southern Energy Mid-Atlantic, LLC, as Lessee, Dickerson OL2 LLC, as Owner Lessor, Wilmington Trust Company, as Owner Manager, SEMA OP6, as Owner Participant and State Street Bank and Trust Company of Connecticut, National Association, as Lease Indenture Trustee and as Pass Through Trustee, dated as of December 18, 2000
Exhibit 4.10(b) Indenture of Trust, Mortgage and Security Agreement (Morgantown L2) between Morgantown OL2 LLC, as Owner Lessor, and State Street Bank and Trust Company of Connecticut, National Association, as Lease Indenture Trustee, dated as of...Indenture of Trust, Mortgage and Security Agreement • May 25th, 2001 • Mirant Mid Atlantic LLC • Electric services
Indenture of Trust, Mortgage and Security Agreement (Morgantown L2) between Morgantown OL2 LLC, as Owner Lessor, and State Street Bank and Trust Company of Connecticut, National Association, as Lease Indenture Trustee, dated as of December 19, 2000
Exhibit 4.6(b) Participation Agreement (Morgantown L2) among Southern Energy Mid-Atlantic, LLC, as Lessee, Morgantown OL2 LLC, as Owner Lessor, Wilmington Trust Company, as Owner Manager, SEMA OP2, as Owner Participant and State Street Bank and Trust...Participation Agreement • May 25th, 2001 • Mirant Mid Atlantic LLC • Electric services
Participation Agreement (Morgantown L2) among Southern Energy Mid-Atlantic, LLC, as Lessee, Morgantown OL2 LLC, as Owner Lessor, Wilmington Trust Company, as Owner Manager, SEMA OP2, as Owner Participant and State Street Bank and Trust Company of Connecticut, National Association, as Lease Indenture Trustee and as Pass Through Trustee, dated as of December 18, 2000
Exhibit 10.21(b) Guaranty Agreement (Dickerson L2) between Southern Energy, Inc. and Dickerson OL2 LLC dated as of December 19, 2000 Guaranty Agreement (Dickerson L3) between Southern Energy, Inc. and Dickerson OL3 LLC dated as of December 19, 2000...Guaranty Agreement • May 25th, 2001 • Mirant Mid Atlantic LLC • Electric services
Exhibit 10.20(b) Management and Personnel Services Agreement between Southern Energy PJM Management, LLC and Southern Energy Chalk Point, LLC dated as of December 19, 2000 Management and Personnel Services Agreement between Southern Energy PJM...Management and Personnel Services Agreement • May 25th, 2001 • Mirant Mid Atlantic LLC • Electric services
Management and Personnel Services Agreement between Southern Energy PJM Management, LLC and Southern Energy Chalk Point, LLC dated as of December 19, 2000
