Conemaugh Power LLC (“Conemaugh Power”) and Keystone Power LLC (“Keystone Power” and, together with Conemaugh Power, “Applicants”) submitted an application at FERC requesting such FPA Section 203 approvals as may be deemed to be required for a transaction whereby Bowfin KeyCon Energy, LLC (“Buyer”) will acquire all of the membership interests of Applicants from NRG Energy, Inc. (“NRG”).

All of the membership interests of Applicants are owned by NRG.

Conemaugh Power is an exempt wholesale generator ("EWG") with market-based rate authorization that owns a 3.72 percent tenant-in-common interest in the Conemaugh Generating Station, an approximately 1,711 MW (summer rating) coal- and oil-fired generation facility in New Florence, Pennsylvania, within the PJM Interconnection, L.L.C. (“PJM”) market. Conemaugh Power also owns a 3.72 percent membership interest in Conemaugh Fuels LLC, which procures fuel for the Conemaugh Generating Station.

Keystone Power is an EWG with market-based rate authorization that owns a 3.7 percent tenant-in-common interest in the Keystone Generating Station, an approximately 1,711 MW (summer rating) coal- and oil-fired generation facility in Shelocta, Pennsylvania, within the PJM market. Keystone Power also owns a 3.7 percent membership interest in Keystone Fuels LLC, which procures fuel for the Keystone Generating Station

NRG Power Marketing LLC (“NRG-PML”) has a rate schedule (the “NRG-PML Reactive Rate Schedule”) on file setting forth annual revenue requirements for reactive supply and voltage support provided from Conemaugh Power’s share of the Conemaugh Generating Station and Keystone Power’s share of the Keystone Generating Station, as well as from other generation assets not involved in the Transaction, pursuant to Schedule 2 to the PJM Open Access Transmission Tariff (the “PJM Tariff”). The annual revenue requirements for reactive supply and voltage support provided from Conemaugh Power’s share of the Conemaugh Generating Station and Keystone Power’s share of the Keystone Generating Station are being transferred as part of the Transaction, but NRG-PML will retain the NRG-PML Reactive Rate Schedule, which will continue to set forth annual revenue requirements for reactive supply and voltage support provided from other generation assets not involved in the Transaction. In order to effect the transfer of the annual revenue requirements, NRG-PML will make a filing pursuant to Section 205 of the FPA to revise the NRG-PML Reactive Rate Schedule in order to remove the annual revenue requirements for reactive supply and voltage support provided from Conemaugh Power’s share of the Conemaugh Generating Station and Keystone Power’s share of the Keystone Generating Station, and Conemaugh Power and Keystone Power will concurrently file separate rate schedules (the “Conemaugh/Keystone Reactive Rate Schedules”) pursuant to FPA Section 205 setting forth those same annual revenue requirements.

Buyer is indirectly owned by (1) Olympus Power, LLC (“Olympus Power”), and (2) certain private individuals, none of whom will own at least 10 percent of the voting interests in or otherwise exercise control over Buyer. Olympus Power is a privately held U.S. independent power company based in Morristown, New Jersey, which owns and manages power plants that sell electricity and thermal energy to utilities and industrial concerns. One hundred percent of the voting interests in Olympus Power are controlled by the private individuals Dean N. Vanech and Richard G. Vicens, neither of whom directly or indirectly own or control a 10 percent or greater voting interest in any electric generation or transmission facilities in the United States or any inputs to electric power production, except through Olympus Power.

Olympus Power indirectly owns 3.6 percent equity interests in each of Chief Conemaugh Power, LLC (“Chief Conemaugh”) and Chief Keystone Power, LLC (“Chief Keystone”), which, in turn, own tenant-in-common interests in the Conemaugh Generating Station and the Keystone Generating Station, respectively. Because Olympus Power holds less than 10 percent of the outstanding voting interests in each of Chief Conemaugh and Chief Keystone, Olympus Power is not an affiliate of Chief Conemaugh or Chief Keystone under the Commission’s regulations.

Upon consummation of the Transaction, Applicants will cease to be subsidiaries of NRG and thus will cease to be affiliated with NRG and its subsidiaries, including various subsidiaries that own or control generation facilities in the PJM market.

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