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EXHIBIT 10.7
PECO ENERGY COMPANY
CONFIRMATION AGREEMENT
PECO ENERGY COMPANY CONFIRMATION AGREEMENT
01/30/01
TO: Ian Carter
COMPANY: Commonwealth Energy Corporation
This confirmation letter ("Letter") shall confirm the agreement reached on
January 24, 2001, between Commonwealth Energy Corporation and PECO Energy
Company for the sale and purchase under the terms and conditions as follows:
Buyer: Commonwealth Energy Corporation (d/b/a electricAMERICA) ("Commonwealth"
or "Buyer")
Seller: PECO Energy Company ("PECO", or "Seller")
Products: Around the clock energy ("Firm Energy") with associated Conowingo
Renewable Credits (as defined below)
Term: 35 months
Start Date: Hour Ending 0100 February 1, 2001
End Date: Hour Ending 2400 December 31, 2003
Delivery point: PECO Transmission Zone of PJM Interconnection
Transmission: Buyer responsible for transmission costs beyond Delivery Point
Amount: 50 MW per hour for the Term
Price: $38.50/MWh for the Term
Payment: Buyer to pre-pay on a monthly basis for the Term, with pre-payment due
by wire transfer five business days before the first calendar day of each month
for the entire term. For the billing month of February 2001, pre-payment must be
made by close of business January 30, 2001. If Buyer fails to pre-pay, Seller
will have the right to terminate this Agreement effective as of the date on
which pre-payment was due.
Payment Schedule: Attached as Exhibit A.
Wire Transfer Information: Pre-payment will be made to the following:
Mellon Bank
Philadelphia, PA
ABA# 031-000-037
Credit: PECO Energy Company
Account: 2216604
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Scheduling: Seller will schedule this transaction in eSchedules, or its
successor, as PECO Zone-PECO Zone. Buyer will confirm eSchedules contract.
Congestion Expenses: Seller will be responsible for all congestion expenses
associated with the Product.
Assignment: PECO reserves the right to assign this Agreement, or any interest,
without consent to an affiliate of PECO or to a third party to be selected by
PECO in its sole discretion.
Liquidated Damages: In the event that Seller fails to schedule and/or deliver
the Quantity of Firm Energy, where such failure was not excused by Force Majeure
or by Buyer's failure to perform, Seller shall pay Buyer (on the date payment
would otherwise be due under this transaction) an amount for each MWh of such
deficiency equal to the positive difference, if any, between (i) the price at
which Buyer is able to purchase or otherwise receive such deficient quantity of
power acting in a commercially reasonable manner (adjusted to reflect the
difference in transmission costs, if any) minus (ii) the Price reflected herein.
In the event Buyer fails to schedule and/or to receive the Firm Energy where
such failure was not excused by Force Majeure or by Seller's failure to perform,
Buyer will pay Seller (on the date payment would otherwise be due under this
transaction) an amount for each MWh of such deficiency equal to the positive
difference if any, between (i) the Price reflected herein, minus (ii) the price
at which Seller is able to sell or otherwise dispose of such deficiency quantity
of power acting in a commercially reasonable manner (adjusted to reflect
difference in transmission costs, if any).
Conowingo Renewable Credits: Buyer will have exclusive entitlement to Renewable
Credits associated with a portion of the actual net output of Conowingo
Hydroelectric Station equal to 400,800 Mwh for the period February 1, 2001,
through December 31, 2001; 438,000 MWh for the period January 1, 2002, through
December 31, 2002; and 438,000 MWh for the period January 1, 2003, through
December 31, 2003. Renewable Credits are any renewable attributes that reward or
encourage power producers or suppliers to provide renewable energy that is
associated with the production of electricity from Conowingo Hydroelectric
Station.
Certification of Exclusivity; Seller certifies that no other party, including
PECO Energy Company or any of its affiliates, subsidiaries or divisions, has or
shall have claim to the Renewable Credits entitled to Buyer under this
Agreement. At the end of the Term, Seller will cooperate to the extent
reasonably necessary to assist Buyer in fulfilling substantiation obligations
regarding Certification of Exclusivity.
Tariff: This sale shall take place, be billed, paid for, and treated
confidentially pursuant to the terms of PECO Energy Company's FERC Electric
Tariff Volume No. 1.
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IN WITNESS WHEREOF, and intending to be legally bound, the Parties have
executed this Agreement by the undersigned duly authorized representatives as of
the date of this Agreement.
PECO Energy Company Commonwealth Energy Corporation
(d/b/a electricAMERICA)
By: /s/ Ian McLean By: /s/ Ian B. Carter
--------------------------- ----------------------------------
Name: Ian McLean Name:
--------------------------------
Title: Senior Vice President, Title:
-------------------------------
Exelon Generation,
And President, Exelon
Power Team
Date: Date:
--------------------------------
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EXHIBIT A
Payment Schedule:
Month Payment
- ----- -------
2001
Feb-01 $1,293,600
Mar-01 $1,432,200
Apr-01 $1,386,000
May-01 $1,432,200
Jun-01 $1,386,000
Jul-01 $1,432,200
Aug-01 $1,432,200
Sep-01 $1,386,000
Oct-01 $1,432,200
Nov-01 $1,386,000
Dec-01 $1,432,200
2002
Jan-02 $1,432,200
Feb-02 $1,293,600
Mar-02 $1,432,200
Apr-02 $1,386,000
May-02 $1,432,200
Jun-02 $1,386,000
Jul-02 $1,432,200
Aug-02 $1,432,200
Sep-02 $1,386,000
Oct-02 $1,432,200
Nov-02 $1,386,000
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5
Month Payment
- ----- -------
Dec-02 $1,432,200
2003
Jan-03 $1,432,200
Feb-03 $1,293,600
Mar-03 $1,432,200
Apr-03 $1,386,000
May-03 $1,432,200
Jun-03 $1,386,000
Jul-03 $1,432,200
Aug-03 $1,432,200
Sep-03 $1,386,000
Oct-03 $1,432,200
Nov-03 $1,386,000
Dec-03 $1,432,200
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