REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 23rd, 2007 • Kgen Power Corp • Electric services • New York
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into as of December 28, 2006, by and between KGen Power Corporation, a Delaware corporation (the "Company"), and Friedman, Billings, Ramsey & Co., Inc., a Delaware corporation ("FBR"), for the benefit of the purchasers of the Company's common stock, par value $0.01 per share (the "Common Stock"), as participants ("Participants") in the private placement by the Company of shares of its Common Stock (the "Private Placement") and the direct and indirect transferees of FBR and each of the Participants.
EMPLOYMENT AGREEMENTEmployment Agreement • November 23rd, 2007 • Kgen Power Corp • Electric services • Texas
This EMPLOYMENT AGREEMENT is made and entered into as of February 8, 2007, by and between KGen Power Management Inc., a Delaware corporation (the "Company"), and James H. Sweeney III (the "Executive").
ENERGY MANAGEMENT AGREEMENTEnergy Management Agreement • November 23rd, 2007 • Kgen Power Corp • Electric services • New York
This Energy Management Agreement (this “Agreement”) dated as of the 17th day of August, 2004, is between KGen Hot Spring LLC, a Delaware limited liability company (the “Owner”) and The Cincinnati Gas & Electric Company, an Ohio corporation (the “Energy Manager”). Owner and Energy Manager may be referred to each individually as a “Party” and collectively as the “Parties”. This Agreement shall become effective on the Effective Date.
OPERATION AND MAINTENANCE AGREEMENT by and between KGEN HINDS LLC as Owner and CINERGY SOLUTIONS O&M LLC as Operator for the KGEN HINDS GENERATING FACILITYOperation and Maintenance Agreement • November 23rd, 2007 • Kgen Power Corp • Electric services • New York
THIS OPERATION AND MAINTENANCE AGREEMENT dated and effective as of September 13, 2004, is by and between KGEN HINDS LLC, a Delaware limited liability company, and its successors and permitted assigns (“Owner”), having its principal office at 1330 Post Oak Boulevard, Houston, Texas 77056 and CINERGY SOLUTIONS O&M LLC a Delaware limited liability company, and its successors and assigns (“Operator”), having a place of business at 139 East Fourth Street, 5 Atrium II, Cincinnati, OH 45202.
July 21, 2006Operation and Maintenance Agreement • November 23rd, 2007 • Kgen Power Corp • Electric services
Reference is made to the Operation and Maintenance Agreement dated August 5, 2004 ("Agreement") between Duke Energy Murray Operating, LLC ("DEMO") and KGen Murray I and II LLC ("KGen Murray").
June 30, 2000Kgen Power Corp • November 23rd, 2007 • Electric services
Re: Rate Schedule FT-1 Service Agreement between Texas Eastern Transmission Corporation and Duke Energy Hinds, LLC (Texas Eastern Contract No. 830103)
FIRST LIEN CREDIT AND GUARANTY AGREEMENT Dated as of February 8, 2007 among KGEN LLC, as the Borrower, CERTAIN SUBSIDIARIES OF KGEN LLC, as the Guarantors, THE LENDERS PARTY HERETO FROM TIME TO TIME, as the Lenders, MORGAN STANLEY & CO. INCORPORATED,...Credit and Guaranty Agreement • November 23rd, 2007 • Kgen Power Corp • Electric services • New York
This FIRST LIEN CREDIT AND GUARANTY AGREEMENT, dated as of February 8, 2007 (this "Agreement"), is entered into by and among KGEN LLC, a Delaware limited liability company (the "Borrower"), the GUARANTORS (as hereinafter defined), the LENDERS party hereto from time to time, MORGAN STANLEY SENIOR FUNDING, INC. ("MSSF"), as administrative agent for the Lenders (together with its successors and assigns in such capacity, the "Administrative Agent"), MORGAN STANLEY & CO. INCORPORATED, as sole lead arranger, sole bookrunner and syndication agent ("Morgan Stanley"), UNION BANK OF CALIFORNIA, N.A., as issuer of the Working Capital Letters of Credit (together with its successors and assigns in such capacity, the "Working Capital LC Bank") and as issuer of the Synthetic Letters of Credit (together with its successors and assigns in such capacity, the "Synthetic LC Bank"), UNION BANK OF CALIFORNIA, N.A., as collateral agent for the Secured Parties (as hereinafter defined) (together with its succe
CONTRACT FOR THE PURCHASE OF FIRM CAPACITY AND ENERGY BETWEEN GEORGIA POWER COMPANY AND DUKE ENERGY SOUTHEAST MARKETING, LLC JUNE 3, 2002Power Purchase Agreement • November 23rd, 2007 • Kgen Power Corp • Electric services • Georgia
THIS POWER PURCHASE AGREEMENT (“Agreement”), dated as of June 3, 2002, is between Georgia Power Company, a corporation organized and existing under the laws of the State of Georgia, having its principal place of business in Atlanta, Georgia (“Buyer”), and Duke Energy Southeast Marketing, LLC, a limited liability company organized and existing under the laws of the State of Delaware, having its principal place of business in Houston, Texas (“Seller”).
FIRST AMENDMENT TO OPERATION AND MAINTENANCE AGREEMENTOperation and Maintenance Agreement • November 23rd, 2007 • Kgen Power Corp • Electric services • New York
This First Amendment to Operation and Maintenance Agreement (the "First Amendment") is made and entered into as of February 8, 2007, by and between KGEN MURRAY I AND II LLC, a Delaware limited liability company (the "Company"), and DUKE ENERGY MURRAY OPERATING, LLC, a Delaware limited liability company (the "Operator"). The Company and the Operator are sometimes referred to, individually, as a "Party" or, collectively, as the "Parties".
GAS TRANSPORTATION AGREEMENT (For Use Under Rate Schedules FT-A and FT-GS)Transportation Agreement • November 23rd, 2007 • Kgen Power Corp • Electric services
THIS AGREEMENT is made, entered into and effective as of this 1ST day of November, 2001 by and between EAST TENNESSEE NATURAL GAS COMPANY, a Tennessee Corporation, hereinafter referred to as “Transporter” and DUKE ENERGY MURRAY, LLC, hereinafter referred to as “Shipper.” Transporter and Shipper shall be referred to herein individually as the “Party” and collectively as “Parties.”
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • November 23rd, 2007 • Kgen Power Corp • Electric services • Georgia
This ASSIGNMENT AND ASSUMPTION AGREEMENT dated as of August 5, 2004 (this "Assignment") is made and entered into by and between Duke Energy Marketing America, LLC, a Delaware limited liability company ("Assignor"), and KGen Murray I and II LLC (f/k/a Duke Energy Murray, LLC), a Delaware limited liability company ("Assignee"). The Assignor and Assignee are referred to herein collectively, as the "parties" and, individually, as a "party". Capitalized terms used but not defined herein shall have their respective meanings set forth in the Purchase Agreement (defined below).
July 21, 2006Kgen Power Corp • November 23rd, 2007 • Electric services
Reference is made to the seven (7) Operation and Maintenance Agreements each dated September 13, 2004 (each an "Agreement", collectively the "Agreements") between DEGS O&M, LLC (formerly known as Cinergy Solutions O&M LLC) ("DEGS") and the KGcn project companies signatory hereto ("KGen Companies").
FIRM (RATE SCHEDULE FT) TRANSPORTATION SERVICE AGREEMENTTransportation Service Agreement • November 23rd, 2007 • Kgen Power Corp • Electric services
THIS TRANSPORTATION SERVICE AGREEMENT (“Agreement”), between Reliant Energy Gas Transmission Company (“REGT”), a Delaware corporation (“Transporter”), and Duke Energy Hot Springs, LLC, a Delaware limited liability company (“Shipper”), covering the transportation of natural gas by Transporter on behalf of Shipper as more particularly described herein, is entered into this 15th day of August, 2001 in accordance with the following terms and conditions:
Re: Patriot Project Negotiated rate for firm transportation service Contract No. 410098Kgen Power Corp • November 23rd, 2007 • Electric services • Tennessee
This Agreement is made and entered into this day of , 2003, by and between East Tennessee Natural Gas Company (“Transporter”) and Duke Energy Murray, LLC (“Shipper”). Transporter and Shipper have entered into that certain agreement dated July 19, 2001 (“Precedent Agreement”), pursuant to which Transporter agreed, subject to the satisfaction or waiver of certain conditions precedent, to provide an MDQ of 50,000 Dth per day of firm transportation service in accordance with the terms of the Service Agreement, and Shipper agreed, subject to the satisfaction or waiver of certain conditions precedent, to pay for such transportation service in accordance with the terms of the Service Agreement. In accordance with the mutual covenants and agreements contained herein and in the Precedent Agreement, Transporter and Shipper desire to enter into this Agreement with respect to the rate for service under the Service Agreement.
Re: Letter Agreement (“Letter Agreement”)Letter Agreement • November 23rd, 2007 • Kgen Power Corp • Electric services • Texas
This Letter Agreement with its Attachments A (Contract for Sales Transaction), B (NAESB Contract) and C (Special Provisions to NAESB Base Contract) will confirm the agreement of our respective companies to execute a transaction (the “Sale Transaction”) whereby Sequent Energy Management, L.P. (“Seller”) will supply and sell, and KGen Murray I and II LLC (“Buyer”), a subsidiary of KGen LLC (“KGen”), will receive and buy certain quantities of natural gas to supply the Murray Power Generation Facility Unit No. 1, located in Murray County, Georgia (“Murray I”). The Sale Transaction shall be consummated in accordance with, and subject to, the terms and conditions set forth in this Letter Agreement. Buyer and Seller are sometimes referred to herein individually as a “Party” and collectively as the “Parties”).
SECOND AMENDMENT TO ENERGY MANAGEMENT AGREEMENTEnergy Management Agreement • November 23rd, 2007 • Kgen Power Corp • Electric services
This Second Amendment to Energy Management Agreement is entered into by and between KGen Hot Spring LLC (“Owner”) and Fortis Energy Marketing & Trading GP, successor in interest to The Cincinnati Gas & Electric Company (“Energy Manager”).
GROUND LEASEGround Lease • November 23rd, 2007 • Kgen Power Corp • Electric services
This Ground Lease (this "Lease") is made as of the 6th day of December, 2000, by and between the CITY OF DALTON, an incorporated municipality of the State of Georgia, acting by and through the Board of Water, Light and Sinking Fund Commissioners of the City of Dalton, Georgia (hereinafter called "Landlord"); and DUKE ENERGY MURRAY, LLC, a Delaware limited liability company (hereinafter called "Tenant");
CONSENT AND AMENDMENT TO THE CONTRACT FOR THE PURCHASE OF FIRM CAPACITY AND ENERGYKgen Power Corp • November 23rd, 2007 • Electric services • Georgia
This CONSENT AND AMENDMENT TO THE CONTRACT FOR THE PURCHASE OF FIRM CAPACITY AND ENERGY (this "Agreement") is entered into as of January 4th, 2007, by and between GEORGIA POWER COMPANY, a Georgia corporation ("GPC"), and KGEN MURRAY I AND II LLC, a Delaware limited liability company (the "Seller").
AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENTMembership Interest Purchase and Sale Agreement • November 23rd, 2007 • Kgen Power Corp • Electric services
This AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT dated February 7, 2006 (“Amendment”) is made and entered into by and among KGen Power Corporation, a Delaware corporation (“Purchaser”), KGen Holdco LLC, a Delaware limited liability company (“Seller”) and GKL Capital, L.P. (“GKL”), a Delaware limited partnership. Capitalized terms not otherwise defined herein have the meanings set forth in the Membership Purchase and Sale Agreement dated as of December 28,2006 (the “KGLLC Purchase Agreement”)
FIRM (RATE SCHEDULE FT) TRANSPORTATION SERVICE AGREEMENTTransportation Service Agreement • November 23rd, 2007 • Kgen Power Corp • Electric services
THIS TRANSPORTATION SERVICE AGREEMENT (“Agreement”), between Reliant Energy Gas Transmission Company (“REGT”), a Delaware corporation (“Transporter”), and Duke Energy Hot Springs, LLC, a Delaware limited liability company (“Shipper”), covering the transportation of natural gas by Transporter on behalf of Shipper as more particularly described herein, is entered into this l5th day of August, 2001 in accordance with the following terms and conditions:
OPERATION AND MAINTENANCE AGREEMENT by and between KGEN HOT SPRING LLC as Owner and CINERGY SOLUTIONS O&M LLC as Operator for the KGEN HOT SPRING GENERATING FACILITYOperation and Maintenance Agreement • November 23rd, 2007 • Kgen Power Corp • Electric services • New York
THIS OPERATION AND MAINTENANCE AGREEMENT dated and effective as of September 13, 2004, is by and between KGEN HOT SPRING LLC, a Delaware limited liability company, and its successors and permitted assigns (“Owner”), having its principal office at 1330 Post Oak Boulevard, Houston, Texas 77056 and CINERGY SOLUTIONS O&M LLC a Delaware limited liability company, and its successors and assigns (“Operator”), having a place of business at 139 East Fourth Street, 5 Atrium II, Cincinnati, OH 45202.
SECOND AMENDMENT TO ENERGY MANAGEMENT AGREEMENTEnergy Management Agreement • November 23rd, 2007 • Kgen Power Corp • Electric services
This Second Amendment to Energy Management Agreement is entered into by and between KGen Murray I and II LLC (“Owner”) and Fortis Energy Marketing & Trading GP, successor in interest to The Cincinnati Gas &. Electric Company (“Energy Manager”).
GAS TRANSPORTATION AGREEMENT (For Use Under Rate Schedules FT-A and FT-GS)Gas Transportation Agreement • November 23rd, 2007 • Kgen Power Corp • Electric services
THIS AGREEMENT is made, entered into and effective as of this 30 day of January, 2001 by and between EAST TENNESSEE NATURAL GAS COMPANY, a Tennessee Corporation, hereinafter referred to as “Transporter” and DUKE ENERGY MURRAY, LLC, a Delaware limited liability company, hereinafter referred to as “Shipper.” Transporter and Shipper shall be referred to herein individually as the “Party” and collectively as “Parties.”
MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT by and among KGEN POWER CORPORATION, KGEN HOLDCO LLC and GKL CAPITAL, L.P. Dated as of December 28, 2006Membership Interest Purchase and Sale Agreement • November 23rd, 2007 • Kgen Power Corp • Electric services • New York
This MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT dated as of December 28, 2006 is made and entered into by and among KGen Power Corporation, a Delaware corporation (“Purchaser”), KGen Holdco LLC, a Delaware limited liability company (“Seller”) and GKL Capital, L.P. (“GKL”), a Delaware limited partnership. Capitalized terms not otherwise defined herein have the meanings set forth in Section 1.01.
SERVICE AGREEMENT FOR RATE SCHEDULE FT-1Service Agreement • November 23rd, 2007 • Kgen Power Corp • Electric services
This Service Agreement, made and entered into this 30th day of June, 2000 by and between TEXAS EASTERN TRANSMISSION CORPORATION, a Delaware Corporation (herein called “Pipeline”) and DUKE ENERGY HINDS, LLC, a Delaware Limited Liability Company (herein called “Customer”, whether one or more).
AMENDMENT TO ENERGY MANAGEMENT AGREEMENTEnergy Management Agreement • November 23rd, 2007 • Kgen Power Corp • Electric services
This Amendment (“Amendment”) to Energy Management Agreement is entered into by and between KGen Murray I and II LLC (“Owner”) and Fortis Energy Marketing & Trading GP, successor in interest to The Cincinnati Gas & Electric Company (“Energy Manager”).
CONSENT AND AMENDMENT TO THE CONTRACT FOR THE PURCHASE OF FIRM CAPACITY AND ENERGYKgen Power Corp • November 23rd, 2007 • Electric services • Georgia
This CONSENT AND AMENDMENT TO THE CONTRACT FOR THE PURCHASE OF FIRM CAPACITY AND ENERGY (this "Agreement") is entered into as of July 16, 2004, by and among GEORGIA POWER COMPANY, a Georgia corporation ("GPC"), DUKE ENERGY MARKETING AMERICA, LLC, a Delaware limited liability company ("DEMA"), DUKE CAPITAL LLC, a Delaware limited liability company ("DUKE CAPITAL"), and DUKE ENERGY MURRAY, LLC (to be known from and after the Effective Date as "KGEN MURRAY I AND II LLC"), a Delaware limited liability company ("DE Murray").
SECOND AMENDMENT TO ENERGY MANAGEMENT AGREEMENTEnergy Management Agreement • November 23rd, 2007 • Kgen Power Corp • Electric services
This Second Amendment to Energy Management Agreement is entered into by and between KGen Hinds LLC (“Owner”) and Fortis Energy Marketing & Trading GP, successor in interest to The Cincinnati Gas & Electric Company (“Energy Manager”).
GAS TRANSPORTATION AGREEMENT (For Use Under Rate Schedules FT-A and FT-GS)Gas Transportation Agreement • November 23rd, 2007 • Kgen Power Corp • Electric services
This Agreement is made, entered into and effective as of this 17 day of December, 2002 by and between EAST TENNESSEE NATURAL GAS COMPANY, a Tennessee Corporation, hereinafter referred to as “Transporter” and Duke Energy Murray, LLC, a Delaware corporation, hereinafter referred to as “Shipper.” Transporter and Shipper shall be referred to herein individually as the “Party” and collectively as “Parties.”
AMENDMENT TO ENERGY MANAGEMENT AGREEMENTEnergy Management Agreement • November 23rd, 2007 • Kgen Power Corp • Electric services
This Amendment (“Amendment”) to Energy Management Agreement is entered into by and between KGen Hinds LLC (“Owner”) and Fortis Energy Marketing & Trading GP, successor in interest to The Cincinnati Gas & Electric Company (“Energy Manager”).
AMENDMENT TO ENERGY MANAGEMENT AGREEMENTEnergy Management Agreement • November 23rd, 2007 • Kgen Power Corp • Electric services
This Amendment (“Amendment”) to Energy Management Agreement is entered into by and between KGen Hot Spring LLC (“Owner”) and Fortis Energy Marketing & Trading GP, successor in interest to The Cincinnati Gas & Electric Company (“Energy Manager”).
