THIS SERVICES AGREEMENT (the "Agreement") is entered into as of September 13, 2001 between PG&E
Energy Trading-Power, L.P. ("PGET"), a Delaware limited partnership, having an office at 7500 Old
Georgetown Road, Bethesda, MD 20814, and Buzzard Power Corporation ("Buzzard"), a Delaware
corporation having an office at 2151 Lisbon Road, Kennerdell, PA 16374, collectively referred to herein as the
WHEREAS, Buzzard expects to own, as lessee of the Scrubgrass generating facility, certain NOx emission
allowances and wishes to engage PGET to perform certain marketing services relating to such allowances
pursuant to the terms and conditions set forth in this Agreement; and
WHEREAS, PGET wishes to perform such services;
NOW, THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged,
the parties, intending to be bound hereby, agree as follows:
SECTION 1. SERVICES.
Pursuant to separate transaction agreements between the Parties, substantially in the form of Exhibit A attached
hereto (subject to Section 2 below), to be executed on or before December 1, 2001 (the "Buzzard/PGET Sale
Documents"), Buzzard shall sell, and PGET shall purchase, the quantity of NOx emission allowances identified on
Exhibit B attached hereto (the "Identified Allowances"). Pursuant to the terms hereof, PGET shall use
commercially reasonable efforts to resell the Identified Allowances, on or before November 15, 2001, to a third
party at the highest available price (the "Third Party Sale Price"); provided, however, that Buzzard may direct
PGET, from time to time, to sell any or all of the Identified Allowances on terms acceptable to Buzzard. Each
Party expressly acknowledges and agrees that PGET shall not act as or be an agent for Buzzard.
SECTION 2. COMPENSATION.
(a) In consideration of PGET's services in reselling the Identified Allowances, the price payable by ET for each
Identified Allowance to Buzzard, as set forth in the Buzzard /PGET S