10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
FORM 10-Q
	[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2002 OR [   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number	Exact name of registrants as specified in their charters, State of Incorporation, address of principal executive offices and registrants' telephone number	IRS Employer Identification Number
33-87902	ESI TRACTEBEL FUNDING CORP. (a Delaware corporation)	04-3255377
33-87902-02	NORTHEAST ENERGY ASSOCIATES, A LIMITED PARTNERSHIP (a Massachusetts limited partnership)	04-2955642
33-87902-01	NORTH JERSEY ENERGY ASSOCIATES, A LIMITED PARTNERSHIP (a New Jersey limited partnership)	04-2955646
333-52397	ESI TRACTEBEL ACQUISITION CORP. (a Delaware corporation)	65-0827005
333-52397-01	NORTHEAST ENERGY, LP (a Delaware limited partnership)	65-0811248
c/o FPL Energy, LLC 700 Universe Boulevard Juno Beach, Florida 33408 (561) 691-7171
Indicate by check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) have been subject to such filing requirements for the past 90 days. Yes [X] No [   ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
As of October 31, 2002, there were issued and outstanding 10,000 shares of ESI Tractebel Funding Corp.'s common stock. As of October 31, 2002, there were issued and outstanding 20 shares of ESI Tractebel Acquisition Corp.'s common stock.
This combined Form 10-Q represents separate filings by ESI Tractebel Funding Corp., Northeast Energy Associates, a limited partnership, North Jersey Energy Associates, a limited partnership, ESI Tractebel Acquisition Corp. and Northeast Energy, LP. Information contained herein relating to an individual registrant is filed by that registrant on its own behalf. Each registrant makes representations only as to itself and makes no representations whatsoever as to any other registrant.

CAUTIONARY STATEMENTS AND RISK FACTORS THAT MAY AFFECT FUTURE RESULTS
In connection with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 (Reform Act), ESI Tractebel Funding Corp. (Funding Corp.), Northeast Energy Associates, a limited partnership (NEA) and North Jersey Energy Associates, a limited partnership (NJEA) (collectively, the Partnerships), ESI Tractebel Acquisition Corp. (Acquisition Corp.) and Northeast Energy, LP (NE LP) (all five entities collectively, the registrants) are hereby filing cautionary statements identifying important factors that could cause the registrants' actual results to differ materially from those projected in forward-looking statements (as such term is defined in the Reform Act) made by or on behalf of the registrants in this combined Form 10-Q, in presentations, in response to questions or otherwise. Any statements that express, or involve discussions as to expectations, beliefs, plans, objectives, assumptions or future events or performance (often, but not always, through the use of words or phrases such as will likely result, are expected to, will continue, is anticipated, estimated, projection, target, outlook) are not statements of historical facts and may be forward-looking. Forward-looking statements involve estimates, assumptions and uncertainties. Accordingly, any such statements are qualified in their entirety by reference to, and are accompanied by, the following important factors (in addition to any assumptions and other factors referred to specifically in connection with such forward-looking statements) that could cause the registrants' actual results to differ materially from those contained in forward-looking statements made by or on behalf of the registrants.
Any forward-looking statement speaks only as of the date on which such statement is made, and the registrants undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time and it is not possible for management to predict all of such factors, nor can it assess the impact of each such factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement.
The following are some important factors that could have a significant impact on the registrants' operations and financial results, and could cause the registrants' actual results or outcomes to differ materially from those discussed in the forward-looking statements:
·	The registrants are subject to changes in laws or regulations, including the Public Utility Regulatory Policies Act of 1978, as amended (PURPA), changing governmental policies and regulatory actions, including those of the Federal Energy Regulatory Commission (FERC), with respect to, but not limited to, acquisition and disposal of assets and facilities, and present or prospective competition.
·	The registrants are subject to extensive federal, state and local environmental statutes, rules and regulations relating to air quality, water quality, waste management, natural resources and health and safety that could, among other things, restrict or limit the use of certain fuels required for the production of electricity. There are significant operating and other costs associated with compliance with these environmental statutes, rules and regulations, and those costs could be even more significant in the future.
·	The registrants operate in a changing market environment influenced by various legislative and regulatory initiatives regarding deregulation, regulation or restructuring of the energy industry, including deregulation of the production and sale of electricity. The registrants will need to adapt to these changes and may face increasing competitive pressure.
·	The Partnerships were developed and are operated as Qualifying Facilities (QFs) under PURPA and the regulations promulgated thereunder by the FERC. FERC regulations require that at least 5% of a QF's total energy output be useful thermal energy. To meet this requirement, the Partnerships sell steam under long-term sales agreements to two unrelated third parties for use in gas and chemical processing facilities to maintain their QF status. The Partnerships are dependent upon the on-going operations of these facilities. Loss of QF status would entitle one power purchaser to renegotiate the price provisions of its power purchase agreement and one power purchaser to terminate its power purchase agreement.
·	A substantial portion of the output from the Partnerships' power generation facilities is sold under long-term power purchase agreements to four regulated utilities, two of which are under common control. The limited number of power purchasers creates a concentration of counterparty risk. The remaining output from the power generation facilities is sold, from time to time, in the merchant markets. In addition, it is expected that upon expiration of the power purchase agreements, the residual portion of the electrical output will be sold in the merchant market. Merchant plants sell power based on market conditions at the time of sale. The amount and timing of revenues to be received from the merchant markets in the future is uncertain.
·	The operation of power generation facilities involves many risks, including start up risks, breakdown or failure of equipment, transmission lines, pipelines, the dependence on a specific fuel source or the impact of unusual or adverse weather conditions (including natural disasters), as well as the risk of performance below expected levels of output or efficiency. This could result in lost revenues and/or increased expenses. Insurance, warranties or performance guarantees may not cover any or all of the lost revenues or increased expenses, including the cost of replacement power. Breakdown or failure of an operating facility may prevent the facility from performing under applicable power sales agreements which, in certain situations, could result in termination of the agreement or payment of liquidated damages.
·	The registrants use derivative instruments, such as swaps and options, to manage their commodity and financial market risks. The registrants could recognize financial losses as a result of volatility in the market values of these contracts, or if a counterparty fails to perform.
·	In addition to risks discussed elsewhere, risk factors specifically affecting the registrants' success include the ability to efficiently operate generating assets, the price and supply of fuel, transmission constraints, competition from new sources of generation, excess generation capacity and demand for power. There can be significant volatility in market prices for fuel, and there are other financial, counterparty and market risks that are beyond the control of the registrants. The registrants' inability or failure to effectively hedge their assets or positions against changes in commodity prices, interest rates, counterparty credit risk or other risk measures could significantly impair their future financial results.
·	The registrants are subject to costs and other effects of legal and administrative proceedings, settlements, investigations and claims; as well as the effect of new, or changes in, tax rates or policies, rates of inflation or accounting standards.
·	The registrants are subject to direct and indirect effects of terrorist threats and activities. Generation and transmission facilities, in general, have been identified as potential targets. The effects of terrorist threats and activities include, among other things, actions or responses to such actions or threats, the inability to generate, purchase or transmit power, the risk of a significant slowdown in growth or a decline in the U.S. economy, delay in economic recovery in the U.S. and the increased cost and adequacy of security and insurance.
·	The registrants' ability to obtain insurance, and the cost of and coverage provided by such insurance, could be affected by national events as well as registrant-specific events.
·	The registrants are substantially leveraged. The ability of the registrants to make interest and principal payments and fund capital expenditures is dependent on the future performance of the Partnerships. Future performance is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond the control of the registrants. The registrants are also subject to restrictive covenants under their debt agreements that will limit the ability to borrow additional funds.
·	All obligations of the Partnerships are non-recourse to the direct and indirect owners of the registrants. Following any default by the Partnerships, security is limited to the owners' economic interests in the Partnerships. The owners have no meaningful revenues other than the distributions they receive from the Partnerships. In the event of default, the ability of the owners to satisfy any obligations will be limited to amounts payable by the Partnerships as distributions.
The issues and associated risks and uncertainties described above are not the only ones the registrants may face. Additional issues may arise or become material as the energy industry evolves. The risks and uncertainties associated with these additional issues could impair the registrants' businesses in the future.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

NORTHEAST ENERGY, LP (A LIMITED PARTNERSHIP) AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Thousands of Dollars)
(Unaudited)

							September 30, 2002		December 31, 2001
ASSETS
Current assets:
		Cash and cash equivalents					$	60,378	$	45,003
		Accounts receivable						52,707		33,808
		Due from related party						614		1,757
		Spare parts inventories						10,705		10,787
		Fuel inventories						11,765		7,132
		Prepaid expenses and other current assets						3,530		188
					Total current assets			139,699		98,675
Non-current assets:
			Deferred debt issuance costs (net of accumulated amortization of $2,912 and $2,443, respectively)					4,048		4,517
			Cogeneration facilities and carbon dioxide facility (net of accumulated depreciation of $103,480 and $87,190, respectively)					419,073		433,518
			Power purchase agreements (net of accumulated amortization of $246,578 and $205,538, respectively)					642,178		683,218
			Other assets					90		96
						Total non-current assets		1,065,389		1,121,349
TOTAL ASSETS							$	1,205,088	$	1,220,024
LIABILITIES AND PARTNERS' EQUITY
Current liabilities:
	Current portion of notes payable - the Funding Corp.						$	23,257	$	22,688
	Current portion of notes payable - the Acquisition Corp.							8,800		8,800
	Accounts payable							15,593		15,371
	Accrued interest payable - the Funding Corp. and the Acquisition Corp.							13,526		-
	Due to related parties							6,520		4,035
	Other accrued expenses							14,644		19,708
				Total current liabilities				82,340		70,602
Non-current liabilities:
			Deferred credit - fuel contracts					235,254		250,889
			Notes payable - the Funding Corp.					364,123		376,032
			Notes payable - the Acquisition Corp.					206,800		211,200
			Energy bank and deferred revenues					143,372		153,010
			Lease payable					878		929
						Total non-current liabilities		950,427		992,060
COMMITMENTS AND CONTINGENCIES
Partners' equity:
	General partners							3,245		3,029
	Limited partners							166,013		155,413
	Accumulated other comprehensive income (loss)							3,063		(1,080	)
				Total partners' equity				172,321		157,362
TOTAL LIABILITIES AND PARTNERS' EQUITY							$	1,205,088	$	1,220,024

This report should be read in conjunction with the Notes to Condensed Consolidated Financial Statements herein and the Notes to Consolidated and Combined Financial Statements appearing in the combined Annual Report on Form 10-K for the fiscal year ended December 31, 2001 (2001 Form 10-K) for NE LP and Subsidiaries.

NORTHEAST ENERGY, LP (A LIMITED PARTNERSHIP) AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Thousands of Dollars)
(Unaudited)

				Three Months Ended September 30,						Nine Months Ended September 30,
				2002			2001			2002			2001
REVENUES				$	104,715		$	96,159		$	297,659		$	266,157
COSTS AND EXPENSES:
	Fuel				44,312			41,515			133,819			127,695
	Operations and maintenance				2,743			3,510			9,263			10,485
	Depreciation and amortization				19,501			18,870			57,330			56,616
	General and administrative				2,555			1,799			7,355			6,787
			Total costs and expenses		69,111			65,694			207,767			201,583
OPERATING INCOME					35,604			30,465			89,892			64,574
OTHER EXPENSE (INCOME):
		Amortization of debt issuance costs			155			159			468			477
		Interest expense			16,910			18,354			51,767			55,594
		Interest income			(144	)		(481	)		(545	)		(1,864	)
		Change in fair value of derivatives			(14	)		3,699			(3,492	)		23,797
			Total other expense - net		16,907			21,731			48,198			78,004
Income (loss) before cumulative effect of a change in accounting principle					18,697			8,734			41,694			(13,430	)
Cumulative effect of adopting FAS 133 - "Accounting for Derivative Instruments and Hedging Activities"					-			-			-			18,268
NET INCOME				$	18,697		$	8,734		$	41,694		$	4,838

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Thousands of Dollars)
(Unaudited)

			Nine Months Ended September 30,
				2002			2001
NET CASH PROVIDED BY OPERATING ACTIVITIES			$	63,834		$	42,989
CASH FLOWS FROM INVESTING ACTIVITIES:
	Capital expenditures			(1,841	)		(1,551	)
		Net cash used in investing activities		(1,841	)		(1,551	)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Principal payment on the Funding Corp. and the Acquisition Corp. notes			(15,740	)		(10,080	)
	Distributions to partners			(30,878	)		(18,672	)
		Net cash used in financing activities		(46,618	)		(28,752	)
Net increase in cash and cash equivalents				15,375			12,686
Cash and cash equivalents at beginning of period				45,003			35,360
Cash and cash equivalents at end of period			$	60,378		$	48,046

These reports should be read in conjunction with the Notes to Condensed Consolidated Financial Statements herein and the Notes to Consolidated and Combined Financial Statements appearing in the 2001 Form 10-K for NE LP and Subsidiaries.

NORTHEAST ENERGY ASSOCIATES, A LIMITED PARTNERSHIP AND
NORTH JERSEY ENERGY ASSOCIATES, A LIMITED PARTNERSHIP
CONDENSED COMBINED BALANCE SHEETS
(Thousands of Dollars)
(Unaudited)

							September 30, 2002		December 31, 2001
ASSETS
Current assets:
		Cash and cash equivalents					$	59,283	$	43,969
		Accounts receivable						52,707		33,808
		Due from related party						614		1,757
		Spare parts inventories						10,705		10,787
		Fuel inventories						11,765		7,132
		Prepaid expenses and other current assets						3,530		176
					Total current assets			138,604		97,629
Non-current assets:
			Cogeneration facilities and carbon dioxide facility (net of accumulated depreciation of $103,480 and $87,190, respectively)					419,073		433,518
			Power purchase agreements (net of accumulated amortization of $246,578 and $205,538, respectively)					642,178		683,218
			Other assets					90		96
						Total non-current assets		1,061,341		1,116,832
TOTAL ASSETS							$	1,199,945	$	1,214,461
LIABILITIES AND PARTNERS' EQUITY
Current liabilities:
	Current portion of notes payable - the Funding Corp.						$	23,257	$	22,688
	Accounts payable							15,593		15,371
	Accrued interest payable - the Funding Corp.							9,219		-
	Due to related parties							6,380		4,035
	Other accrued expenses							14,644		19,570
				Total current liabilities				69,093		61,664
Non-current liabilities:
			Deferred credit - fuel contracts					235,254		250,889
			Notes payable - the Funding Corp.					364,123		376,032
			Energy bank and deferred revenues					143,372		153,010
			Lease payable					878		929
						Total non-current liabilities		743,627		780,860
COMMITMENTS AND CONTINGENCIES
Partners' equity:
	General partners							3,844		3,731
	Limited partners							380,318		369,286
	Accumulated other comprehensive income (loss)							3,063		(1,080	)
				Total partners' equity				387,225		371,937
TOTAL LIABILITIES AND PARTNERS' EQUITY							$	1,199,945	$	1,214,461

This report should be read in conjunction with the Notes to Condensed Combined Financial Statements herein and the Notes to Consolidated and Combined Financial Statements appearing in the 2001 Form 10-K for NEA and NJEA.

NORTHEAST ENERGY ASSOCIATES, A LIMITED PARTNERSHIP AND
NORTH JERSEY ENERGY ASSOCIATES, A LIMITED PARTNERSHIP

CONDENSED COMBINED STATEMENTS OF OPERATIONS
(Thousands of Dollars)
(Unaudited)

				Three Months Ended September 30,						Nine Months Ended September 30,
				2002			2001			2002			2001
REVENUES				$	104,715		$	96,159		$	297,659		$	266,157
COSTS AND EXPENSES:
	Fuel				44,312			41,515			133,819			127,695
	Operations and maintenance				2,743			3,510			9,263			10,485
	Depreciation and amortization				19,501			18,870			57,330			56,616
	General and administrative				2,555			1,799			7,355			6,787
			Total costs and expenses		69,111			65,694			207,767			201,583
OPERATING INCOME					35,604			30,465			89,892			64,574
OTHER EXPENSE (INCOME):
		Interest expense			12,603			13,960			38,671			42,420
		Interest income			(141	)		(486	)		(498	)		(1,752	)
		Change in fair value of derivatives			(14	)		3,699			(3,492	)		23,797
			Total other expense - net		12,448			17,173			34,681			64,465
Income before cumulative effect of a change in accounting principle					23,156			13,292			55,211			109
Cumulative effect of adopting FAS 133 - "Accounting for Derivative Instruments and Hedging Activities"					-			-			-			18,268
NET INCOME				$	23,156		$	13,292		$	55,211		$	18,377

CONDENSED COMBINED STATEMENTS OF CASH FLOWS
(Thousands of Dollars)
(Unaudited)

			Nine Months Ended September 30,
			2002			2001
NET CASH PROVIDED BY OPERATING ACTIVITIES			$	72,562		$	51,656
CASH FLOWS FROM INVESTING ACTIVITIES:
	Capital expenditures			(1,841	)		(1,551	)
		Net cash used in investing activities		(1,841	)		(1,551	)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Principal payment on the Funding Corp. notes			(11,340	)		(10,080	)
	Distributions to partners			(44,067	)		(27,550	)
		Net cash used in financing activities		(55,407	)		(37,630	)
Net increase in cash and cash equivalents				15,314			12,475
Cash and cash equivalents at beginning of period				43,969			34,471
Cash and cash equivalents at end of period			$	59,283		$	46,946

These reports should be read in conjunction with the Notes to Condensed Combined Financial Statements herein and the Notes to Consolidated and Combined Financial Statements appearing in the 2001 Form 10-K for NEA and NJEA.

ESI TRACTEBEL FUNDING CORP.

CONDENSED BALANCE SHEETS
(Thousands of Dollars)
(Unaudited)

					September 30, 2002		December 31, 2001
ASSETS
Current assets:
		Cash			$	1	$	1
		Interest receivable from the Partnerships				9,219		-
		Current portion of notes receivable from the Partnerships				23,257		22,688
				Total current assets		32,477		22,689
Notes receivable from the Partnerships						364,123		376,032
TOTAL ASSETS					$	396,600	$	398,721
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
	Current portion of debt securities payable				$	23,257	$	22,688
	Accrued interest					9,219		-
			Total current liabilities			32,476		22,688
Debt securities payable						364,123		376,032
COMMITMENTS AND CONTINGENCIES
Stockholders' equity:
	Common stock, no par value, 10,000 shares authorized, issued and outstanding					1		1
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY					$	396,600	$	398,721

CONDENSED STATEMENTS OF OPERATIONS
(Thousands of Dollars)
(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2002			2001			2002			2001
Interest income	$	9,219		$	9,710		$	28,176		$	29,590
Interest expense		(9,219	)		(9,710	)		(28,176	)		(29,590	)
NET INCOME	$	-		$	-		$	-		$	-

CONDENSED STATEMENTS OF CASH FLOWS
(Thousands of Dollars)
(Unaudited)

			Nine Months Ended September 30,
			2002			2001
NET CASH PROVIDED BY OPERATING ACTIVITIES			$	-		$	-
CASH FLOWS FROM FINANCING ACTIVITIES:
	Principal payment received from the Partnerships			11,340			10,080
	Principal payment on debt			(11,340	)		(10,080	)
		Net cash used in financing activities		-			-
Net increase in cash				-			-
Cash at beginning of period				1			1
Cash at end of period			$	1		$	1

These reports should be read in conjunction with the Notes to Condensed Financial Statements herein and the Notes to Financial Statements appearing in the 2001 Form 10-K for the Funding Corp.

ESI TRACTEBEL ACQUISITION CORP.

CONDENSED BALANCE SHEETS
(Thousands of Dollars)
(Unaudited)

						September 30, 2002		December 31, 2001
ASSETS
Current assets:
		Interest receivable from NE LP				$	4,307	$	-
		Current portion of note receivable from NE LP					8,800		8,800
					Total current assets		13,107		8,800
Non-current assets:
		Due from NE LP					152		152
		Note receivable from NE LP					206,800		211,200
					Total non-current assets		206,952		211,352
TOTAL ASSETS						$	220,059	$	220,152
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
	Current portion of debt securities payable					$	8,800	$	8,800
	Income taxes payable						22		19
	Accrued interest						4,307		-
			Total current liabilities				13,129		8,819
Non-current liabilities:
	Deferred credit - interest rate hedge						88		98
	Debt securities payable						206,800		211,200
				Total non-current liabilities			206,888		211,298
COMMITMENTS AND CONTINGENCIES
Stockholders' equity:
	Common stock, $.10 par value, 100 shares authorized, 20 shares issued						-		-
	Retained earnings						42		35
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY						$	220,059	$	220,152

CONDENSED STATEMENTS OF OPERATIONS
(Thousands of Dollars)
(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2002			2001			2002			2001
Interest income	$	4,307		$	4,395		$	13,096		$	13,184
Interest expense		(4,303	)		(4,391	)		(13,085	)		(13,173	)
Income before income taxes		4			4			11			11
Income tax expense		(1	)		(1	)		(4	)		(4	)
NET INCOME	$	3		$	3		$	7		$	7

These reports should be read in conjunction with the Notes to Condensed Financial Statements herein and the Notes to Financial Statements appearing in the 2001 Form 10-K for the Acquisition Corp.

ESI TRACTEBEL ACQUISITION CORP.

CONDENSED STATEMENTS OF CASH FLOWS
(Thousands of Dollars)
(Unaudited)

			Nine Months Ended September 30,
			2002			2001
NET CASH PROVIDED BY OPERATING ACTIVITIES			$	-		$	-
CASH FLOWS FROM FINANCING ACTIVITIES:
	Principal payment received from NE LP			4,400			-
	Principal payment on debt			(4,400	)		-
		Net cash used in financing activities		-			-
Net increase in cash				-			-
Cash at beginning of period				-			-
Cash at end of period			$	-		$	-

This report should be read in conjunction with the Notes to Condensed Financial Statements herein and the Notes to Financial Statements appearing in the 2001 Form 10-K for the Acquisition Corp.

NORTHEAST ENERGY, LP (A LIMITED PARTNERSHIP) AND SUBSIDIARIES
NORTHEAST ENERGY ASSOCIATES, A LIMITED PARTNERSHIP AND
NORTH JERSEY ENERGY ASSOCIATES, A LIMITED PARTNERSHIP
ESI TRACTEBEL FUNDING CORP.
ESI TRACTEBEL ACQUISITION CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)

The accompanying condensed consolidated financial statements, condensed combined financial statements and condensed financial statements should be read in conjunction with the 2001 Form 10-K for the registrants. In the opinion of the registrants' management, all adjustments (consisting of normal recurring accruals) considered necessary for fair financial statement presentation have been made. Certain amounts included in the prior year's financial statements have been reclassified to conform to the current year's presentation. The results of operations for an interim period may not give a true indication of results for the year.

1. Combined Statement of Partners' Equity

NEA's and NJEA's general partner (GP) and limited partner (LP) equity balances are comprised of the following:

	NEA						NJEA						Combined
	GP		LP		Total		GP		LP		Total		GP		LP		Total
	(Thousands of Dollars)
Balances, December 31, 2001	$	1,325	$	131,237	$	132,562	$	2,406	$	238,049	$	240,455	$	3,731	$	369,286	$	373,017	(a)
Balances, September 30, 2002	$	1,293	$	128,006	$	129,299	$	2,551	$	252,312	$	254,863	$	3,844	$	380,318	$	384,162	(b)

(a)	Exclusive of accumulated other comprehensive loss of $(1,080).
(b)	Exclusive of accumulated other comprehensive income of $3,063.

2. Accounting for Derivative Instruments and Hedging Activities

In January 2001, NE LP and the Partnerships recorded an unrealized $18.3 million gain as the cumulative effect of adopting Financial Accounting Standards No. (FAS) 133, "Accounting for Derivative Instruments and Hedging Activities", representing the effect of those derivative instruments for which hedge accounting was not applied. For those contracts where hedge accounting was applied, the adoption of the new rules resulted in an unrealized gain of approximately $4.3 million to other comprehensive income for NE LP and the Partnerships for the twelve months ended December 31, 2001.

Accumulated other comprehensive income (loss) is separately displayed in NE LP's and the Partnerships' balance sheets. Included in NE LP's and the Partnerships' accumulated other comprehensive income is approximately $3.1 million as of September 30, 2002 of net unrealized gains associated with cash flow hedges of forecasted fuel purchases through December 2002, all of which are expected to be realized and reclassified into earnings within the next twelve months. NE LP and the Partnerships realized and reclassified a net gain of approximately $1.4 million and $3.6 million into earnings from accumulated other comprehensive income for the three and nine months ended September 30, 2002, respectively.

The effective portion of the net gain (loss) on cash flow hedges (excluding the cumulative effect adjustment) included within other comprehensive income (loss) was a net gain of approximately $1.1 million and a net loss of approximately $0.7 million for the three months ended September 30, 2002 and 2001, respectively. The effective portion of the net gain (loss) on cash flow hedges (excluding the cumulative effect adjustment) included within other comprehensive income (loss) was a net gain of approximately $7.8 million and a net loss of approximately $5.1 million for the nine months ended September 30, 2002 and 2001, respectively.

3. Comprehensive Income (Loss)

Comprehensive income (loss) below includes net income and net unrealized gains (losses) on cash flow hedges of forecasted fuel purchases for both NE LP and the Partnerships of approximately $(0.4) million and $0.2 million for the three months ended September 30, 2002 and 2001, respectively. Comprehensive income (loss) below includes net income and net unrealized gains (losses) on cash flow hedges of forecasted fuel purchases for both NE LP and the Partnerships of approximately $4.1 million and $(0.8) million for the nine months ended September 30, 2002 and 2001, respectively.

	Three Months Ended September 30,				Nine Months Ended September 30,
	2002		2001		2002		2001
	(Millions of Dollars)
NE LP	$	18.3	$	9.0	$	45.8	$	4.1
The Partnerships	$	22.8	$	13.5	$	59.4	$	17.6

4. Commitments and Contingencies

NE LP AND THE PARTNERSHIPS
September 30, 2002
(Thousands of Dollars)

	2002		2003-4		2005-6		2007 and Thereafter		Total
CONTRACTUAL OBLIGATIONS
Operating leases	$	60	$	510	$	558	$	1,692	$	2,820
Other long-term obligations:
Energy bank liability		-		-		-		121,750		121,750
Administrative agreement		150		1,200		1,200		6,600		9,150
O&M agreement		188		1,500		1,500		6,750		9,938
Fuel management agreement		113		900		900		7,200		9,113
Total contractual obligations	$	511	$	4,110	$	4,158	$	143,992	$	152,771

5. Energy Bank Balances

Two of the power purchase agreements require the establishment of energy banks to record cumulative payments made by the utilities in excess of avoided cost rates scheduled or specified in such agreements. The energy bank balances bear interest at various rates specified in the agreements. Upon termination of the agreements, with the exception of the NEA power purchase agreement discussed below, some or all of the remaining amounts recorded in the energy banks will be required to be repaid. The energy bank balances are partially secured by letters of credit.

On December 31, 2000, NEA exercised its option to receive a reduced energy payment for the period remaining on one of the power purchase agreements in lieu of paying the energy bank balance existing as of that date. The $24.9 million balance as of December 31, 2000 is being amortized into revenue on a straight-line basis over the remaining life of the agreement which expires on September 15, 2021. NEA's accounting treatment reflects the position that, as of December 31, 2000, the energy bank represents deferred revenue and is being reduced for the discounted amount of the energy payments on a straight-line basis over the remaining life of the power purchase agreement. The power purchaser has disputed this position. It contends that the energy bank balance is growing and could require a significant payment upon termination. On October 31, 2002, the power purchaser filed a demand for arbitration with the American Arbitration Association in this matter. Based upon advice from legal counsel, NEA is confident in its interpretation of the contract and related accounting treatment.

If NEA were unsuccessful in maintaining its position, there would be a material impact on the condensed consolidated financial statements of NE LP and its subsidiaries and condensed combined financial statements of NEA and NJEA. Net income included in the Condensed Consolidated Statements of Operations of NE LP and its subsidiaries and Condensed Combined Statements of Operations of NEA and NJEA would be increased (reduced) by approximately $(2.4) million and $0.9 million for the three months ended September 30, 2002 and 2001, respectively, and approximately $(3.6) million and $3.5 million for the nine months ended September 30, 2002 and 2001, respectively. The cumulative reduction in net income for the period January 1, 2001 to September 30, 2002 would be approximately $6.7 million. As of September 30, 2002, the Partnerships' books reflect a balance of approximately $22.8 million with respect to this power purchase agreement, while the power purchaser indicates an energy bank balance of approximately $29.5 m illion.

6. Subsequent Events

On October 2, 2002, NJEA terminated its long-term gas supply agreement with ProGas Limited of Alberta, Canada (ProGas), effective December 31, 2002. In conjunction with this termination, NJEA paid a termination fee of approximately $23.3 million, which was funded by NE LP through capital contributions by its partners. As a result of the termination, a valuation adjustment established when NJEA was acquired by NE LP was removed and a gain of approximately $45.7 million was recognized in the fourth quarter of 2002.

NJEA entered into two replacement long-term gas supply agreements dated September 26, 2002 and October 2, 2002 with Tractebel Energy Marketing, Inc. (TEMI) and FPL Energy Power Marketing, Inc. (PMI), respectively, each of which are related to NJEA. These two replacement contracts will provide NJEA with the same combined quantity of natural gas and with pricing that is more favorable to NJEA than the ProGas contract. The ProGas contract currently provides NJEA with approximately 37% of its fuel requirements, and approximately 18% of the total fuel requirements of the Partnerships. The two replacement long-term gas supply agreements will become effective January 1, 2003. Affiliates of TEMI and PMI have guaranteed certain of their respective obligations under the replacement long-term gas supply agreements.

The Partnerships will continue to receive approximately 80% of the natural gas that fuels the Partnerships' facilities through long-term gas supply agreements, including agreements with ProGas and, in the case of NJEA, with Public Service Electric and Gas of Newark, New Jersey. Natural gas is transported to, or stored for later use by, the Partnerships pursuant to long-term gas transportation and storage agreements. The remainder of the daily fuel requirements is satisfied by open-market purchases. Certain price escalators under the long-term gas supply agreements continue to be intended to correlate to the price escalators under the power purchase agreements, thereby reducing the risk associated with increases in the price of natural gas.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
This discussion should be read in conjunction with the Notes to Condensed Consolidated Financial Statements, Notes to Condensed Combined Financial Statements and Notes to Condensed Financial Statements contained herein (Notes) and Management's Discussion and Analysis of Financial Condition and Results of Operations (Management's Discussion) appearing in the 2001 Form 10-K for the registrants. The results of operations for an interim period may not give a true indication of results for the year. In the following discussion, all comparisons are with the corresponding items in the prior year.
Results of Operations
NE LP and the Partnerships - Net income increased for the three and nine months ended September 30, 2002 primarily due to higher revenues, net unrealized mark-to-market gains on derivatives and lower interest expense, partly offset by increased fuel costs.
Revenues for the three months ended September 30, 2002 improved primarily as a result of increased electricity sales prices. Revenues for the three months ended September 30, 2002 and 2001 were comprised of $103.7 million and $95.3 million of power sales to utilities and $1.0 million and $0.9 million of steam sales, respectively. Power sales to utilities for the three months ended September 30, 2002 and 2001 reflect changes in utility energy bank and deferred revenue balances of $6.5 million and $5.5 million, respectively. The changes in the energy bank and deferred revenue balances, which increased reported revenues, are determined in accordance with scheduled or specified rates under certain power purchase agreements.
Fuel expense for the three months ended September 30, 2002 increased primarily as a result of the increased quantity of gas required to fuel the facilities as a result of increased production due to a planned outage at the Bellingham facility in 2001. Fuel costs for the three months ended September 30, 2002 and 2001, were partly offset by $5.2 million of deferred credit amortization for fuel contracts.
Revenues for the nine months ended September 30, 2002 improved primarily as a result of increased production due to a planned outage at the Bellingham facility in 2001 and higher electricity sales prices. Revenues for the nine months ended September 30, 2002 and 2001 were comprised of $294.7 million and $263.4 million of power sales to utilities and $3.0 million and $2.8 million of steam sales, respectively. Power sales to utilities for the nine months ended September 30, 2002 and 2001 reflect changes in utility energy bank and deferred revenue balances of $20.2 million and $16.5 million, respectively. The changes in the energy bank and deferred revenue balances, which increased reported revenues, are determined in accordance with scheduled or specified rates under certain power purchase agreements.
Fuel expense for the nine months ended September 30, 2002 increased primarily as a result of the increased quantity of gas required to fuel the facilities as a result of increased production due to a planned outage at the Bellingham facility in 2001. Fuel costs for the nine months ended September 30, 2002 and 2001 were partly offset by $15.6 million of deferred credit amortization for fuel contracts.
Each of NE LP and the Partnerships make scheduled principal and interest or interest only payments on their outstanding debt. Each are scheduled to make semi-annual principal and interest or interest only payments on June 30 and December 30. Interest expense for NE LP and the Partnerships decreased as a result of decreasing principal balances on the securities payable. NE LP's and the Partnerships' principal and interest payments due on June 30, 2002, a non-business day, were made on July 1, 2002.
For the three months ended September 30, 2002 and 2001, NE LP and the Partnerships recorded net unrealized mark-to-market gains (losses) of $14 thousand and $(3.7) million, respectively, representing the net change in fair value of derivative instruments. For the nine months ended September 30, 2002 and 2001, NE LP and the Partnerships recorded net unrealized mark-to-market gains (losses) of $3.5 million and $(23.8) million, respectively, representing the net change in fair value of derivative instruments.
Two of the power purchase agreements require the establishment of energy banks to record cumulative payments made by the utilities in excess of avoided cost rates scheduled or specified in such agreements. The energy bank balances bear interest at various rates specified in the agreements. Upon termination of the agreements, with the exception of the NEA power purchase agreement discussed below, some or all of the remaining amounts recorded in the energy banks will be required to be repaid. The energy bank balances are partially secured by letters of credit.
On December 31, 2000, NEA exercised its option to receive a reduced energy payment for the period remaining on one of the power purchase agreements in lieu of paying the energy bank balance existing as of that date. The $24.9 million balance as of December 31, 2000 is being amortized into revenue on a straight-line basis over the remaining life of the agreement which expires on September 15, 2021. NEA's accounting treatment reflects the position that, as of December 31, 2000, the energy bank represents deferred revenue and is being reduced for the discounted amount of the energy payments on a straight-line basis over the remaining life of the power purchase agreement. The power purchaser has disputed this position. It contends that the energy bank balance is growing and could require a significant payment upon termination. On October 31, 2002, the power purchaser filed a demand for arbitration with the American Arbitration Association in this matter. Based upon advice from legal counsel, NEA is confident in its interpretation of the contract and related accounting treatment.
If NEA were unsuccessful in maintaining its position, there would be a material impact on the condensed consolidated financial statements of NE LP and its subsidiaries and condensed combined financial statements of NEA and NJEA. Net income included in the Condensed Consolidated Statements of Operations of NE LP and its subsidiaries and Condensed Combined Statements of Operations of NEA and NJEA would be increased (reduced) by approximately $(2.4) million and $0.9 million for the three months ended September 30, 2002 and 2001, respectively, and approximately $(3.6) million and $3.5 million for the nine months ended September 30, 2002 and 2001, respectively. The cumulative reduction in net income for the period January 1, 2001 to September 30, 2002 would be approximately $6.7 million. As of September 30, 2002, the Partnerships' books reflect a balance of approximately $22.8 million with respect to this power purchase agreement, while the power purchaser indicates an energy bank balance of approximately $29.5 m illion.
The Partnerships have long-term gas supply contracts with third parties for approximately 80% of the fuel requirements of the facilities. On August 9, 2002, NJEA entered into an agreement with ProGas that would allow for the termination of an existing gas supply contract upon satisfaction of certain conditions precedent to termination including, but not limited to, satisfaction of the relevant provisions of bond indentures and payment of a termination fee by NJEA.
On October 2, 2002, NJEA terminated its long-term gas supply agreement with ProGas, effective December 31, 2002. In conjunction with this termination, NJEA paid a termination fee of approximately $23.3 million, which was funded by NE LP through capital contributions by its partners. As a result of the termination, a valuation adjustment established when NJEA was acquired by NE LP was removed and a gain of approximately $45.7 million was recognized in the fourth quarter of 2002.
NJEA entered into two replacement long-term gas supply agreements dated September 26, 2002 and October 2, 2002 with TEMI and PMI, respectively, each of which are related to NJEA. These two replacement contracts will provide NJEA with the same combined quantity of natural gas and with pricing that is more favorable to NJEA than the ProGas contract. The ProGas contract currently provides NJEA with approximately 37% of its fuel requirements, and approximately 18% of the total fuel requirements of the Partnerships. The two replacement long-term gas supply agreements will become effective January 1, 2003. Affiliates of TEMI and PMI have guaranteed certain of their respective obligations under the replacement long-term gas supply agreements.
The Partnerships will continue to receive approximately 80% of the natural gas that fuels the Partnerships' facilities through long-term gas supply agreements, including agreements with ProGas and, in the case of NJEA, with Public Service Electric and Gas of Newark, New Jersey. Natural gas is transported to, or stored for later use by, the Partnerships pursuant to long-term gas transportation and storage agreements. The remainder of the daily fuel requirements is satisfied by open-market purchases. Certain price escalators under the long-term gas supply agreements continue to be intended to correlate to the price escalators under the power purchase agreements, thereby reducing the risk associated with increases in the price of natural gas.
The Funding Corp. and the Acquisition Corp. - Both the Funding Corp. and the Acquisition Corp. use interest income and/or principal payments received from the notes receivable from the Partnerships and NE LP, respectively, to make scheduled interest and/or principal payments on their outstanding debt. Both are scheduled to make semi-annual debt and/or interest payments on June 30 and December 30. Interest expense for the Funding Corp. decreased in each of 2002 and 2001 as a result of decreasing principal balances on the securities payable. The Funding Corp.'s and the Acquisition Corp.'s principal and interest payments due on June 30, 2002, a non-business day, were made on July 1, 2002.
Liquidity and Capital Resources
NE LP and the Partnerships - The changes in net cash provided by operating activities for NE LP and the Partnerships for the nine months ended September 30, 2002 compared to the nine months ended September 30, 2001 were primarily due to timing of cash receipts under certain agreements. Cash distributions to partners for the nine months ended September 30, 2002 and 2001 for NE LP were $30.9 million and $18.7 million, respectively. Cash distributions to partners for the nine months ended September 30, 2002 and 2001 for the Partnerships were $44.1 million and $27.6 million, respectively. This increase is due to an increase in cash provided by operating activities, primarily caused by higher revenues.
Each of NE LP and the Partnerships make scheduled principal and interest or interest only payments on their outstanding debt. Each are scheduled to make semi-annual principal and interest or interest only payments on June 30 and December 30. Interest expense for NE LP and the Partnerships decreased as a result of decreasing principal balances on the securities payable. NE LP's and the Partnerships' principal and interest payments due on June 30, 2002, a non-business day, were made on July 1, 2002.
NE LP and the Partnerships' commitments at September 30, 2002 are shown in Note 4 - Commitments and Contingencies.
The Funding Corp. and the Acquisition Corp. - Both the Funding Corp. and the Acquisition Corp. use interest income and/or principal payments received from the notes receivable from the Partnerships and NE LP, respectively, to make scheduled interest and/or principal payments on their outstanding debt. Both are scheduled to make semi-annual debt and/or interest payments on June 30 and December 30. Interest expense for the Funding Corp. decreased in each of 2002 and 2001 as a result of decreasing principal balances on the securities payable. The Funding Corp.'s and the Acquisition Corp.'s principal and interest payments due on June 30, 2002, a non-business day, were made on July 1, 2002.
Market Risk Sensitivity
The fair value of derivative instruments on September 30, 2002 was a positive $3.2 million for NE LP and the Partnerships. The effect of a hypothetical 32% decrease in natural gas prices, which are reasonable near-term market changes, would be to change the fair value of these instruments to a positive $0.7 million for NE LP and the Partnerships.
New Accounting Rules
In August 2001, the Financial Accounting Standards Board (FASB) issued FAS 143, "Accounting for Asset Retirement Obligations." The statement requires that a liability for the fair value of an asset retirement obligation be recognized in the period in which it is incurred with the offsetting associated asset retirement cost capitalized as part of the carrying amount of the long-lived asset. The asset retirement cost is subsequently allocated to expense using a systematic and rational method over its useful life. Management is in process of evaluating the impact of implementing FAS 143 and is unable to estimate the effect on NE LP's and the Partnerships' financial statements. The Partnerships will be required to adopt FAS 143 beginning in 2003.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
See Management's Discussion - Market Risk Sensitivity.
Item 4. Controls and Procedures
(a)	Evaluation of Disclosure Controls and Procedures
	Within the 90 days prior to the date of filing of this report, the registrants performed an evaluation, under the supervision and with the participation of the registrants' management, including the chief executive officer and chief financial officer of each of the registrants (Principal Officers), of the effectiveness of the design and operation of the registrants' disclosure controls and procedures (as defined in Exchange Act Rule 13a-14(c)). Based upon that evaluation, the Principal Officers concluded that the registrants' disclosure controls and procedures are effective in timely alerting them to material information relating to the registrants required to be included in the registrants' reports filed or submitted under the Exchange Act. Due to the inherent limitations of the effectiveness of any established disclosure controls and procedures, management can not provide absolute assurance that the objectives of their disclosure controls and procedures will be met.
(b)	Changes in Internal Controls
	Except as discussed below, there have been no significant changes in the registrants' internal controls or in other factors that could significantly affect these controls subsequent to the date of the evaluation referred to above.
	On November 4, 2002, the registrants implemented a new financial information and transaction processing system. Management believes that the new system will improve the control environment of the registrants; however, due to the accompanying changes in business processes and terminology associated with the new system, there is some risk that, as with any new system, there could be a slight delay in all financial information being readily available for management during the transition period while employees assimilate these changes. Management believes it has taken necessary measures to mitigate these conversion risks.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

On October 31, 2002, New England Power Company (NEP) filed a demand for arbitration with the American Arbitration Association over the interpretation of a power purchase agreement between NEP and NEA. The site of the arbitration will be Boston, Massachusetts. See Note 5.

Item 5. Other Information

Reference is made to Item 1. Business - Partnerships' Operations in the 2001 Form 10-K for the registrants.

For information regarding the Partnerships' long-term natural gas supply agreements, see Part I, Item 2. Management's Discussion - Results of Operations - NE LP and the Partnerships.

For information regarding energy bank balances, see Note 5.

Item 6. Exhibits and Reports on Form 8-K

(a)	Exhibits
	Exhibit Number	Description
	10(a)*	Termination Agreement, dated August 9, 2002, between ProGas and NJEA.
	10(b)	Base Contract for Sale and Purchase of Natural Gas, dated October 2, 2002, between FPL Energy Power Marketing, Inc. and NJEA.
	10(c)	Base Contract for Sale and Purchase of Natural Gas, dated September 26, 2002, between Tractebel Energy Marketing, Inc. and NJEA.
	10(d)	Guarantee, dated October 2, 2002, between FPL Group Capital Inc and NJEA.
	10(e)	Guaranty, dated October 2, 2002, by Tractebel S.A. in favor of NJEA.
	99(a)	Section 906 Certification of President (equivalent to the Chief Executive Officer) of ESI Tractebel Funding Corp.
	99(b)	Section 906 Certification of Treasurer (equivalent to the Chief Financial Officer) of ESI Tractebel Funding Corp.
	99(c)	Section 906 Certification of President (equivalent to the Chief Executive Officer) of ESI Tractebel Acquisition Corp.
	99(d)	Section 906 Certification of Treasurer (equivalent to the Chief Financial Officer) of ESI Tractebel Acquisition Corp.
	99(e)	Section 906 Certification of President (equivalent to the Chief Executive Officer) of ESI Northeast Energy GP, Inc. as Administrative General Partner of Northeast Energy Associates, a limited partnership
	99(f)	Section 906 Certification of Vice President and Treasurer (equivalent to the Chief Financial Officer) of ESI Northeast Energy GP, Inc. as Administrative General Partner of Northeast Energy Associates, a limited partnership
	99(g)	Section 906 Certification of President (equivalent to the Chief Executive Officer) of ESI Northeast Energy GP, Inc. as Administrative General Partner of North Jersey Energy Associates, a limited partnership
	99(h)	Section 906 Certification of Vice President and Treasurer (equivalent to the Chief Financial Officer) of ESI Northeast Energy GP, Inc. as Administrative General Partner of North Jersey Energy Associates, a limited partnership
	99(i)	Section 906 Certification of President (equivalent to the Chief Executive Officer) of ESI Northeast Energy GP, Inc. as Administrative General Partner of Northeast Energy, LP
	99(j)	Section 906 Certification of Vice President and Treasurer (equivalent to the Chief Financial Officer) of ESI Northeast Energy GP, Inc. as Administrative General Partner of Northeast Energy, LP
*	Incorporated herein by reference to Exhibit 10(a) to the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2002 filed by the registrants with the Securities and Exchange Commission on August 14, 2002 (file nos. 33-87902, 33-87902-01, 33-87902-02, 333-52397 and 333-52397-01).
(b)	Reports on Form 8-K - None

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorized.

	NORTHEAST ENERGY ASSOCIATES, A LIMITED PARTNERSHIP (ESI Northeast Energy GP, Inc. as Administrative General Partner) NORTH JERSEY ENERGY ASSOCIATES, A LIMITED PARTNERSHIP (ESI Northeast Energy GP, Inc. as Administrative General Partner) NORTHEAST ENERGY, LP (ESI Northeast Energy GP, Inc. as Administrative General Partner) ESI TRACTEBEL FUNDING CORP. ESI TRACTEBEL ACQUISITION CORP. (Registrants)
Date: November 13, 2002
	ROBERT L. MCGRATH
	Robert L. McGrath Vice President and Treasurer of ESI Northeast Energy GP, Inc. Treasurer of ESI Tractebel Funding Corp. Treasurer of ESI Tractebel Acquisition Corp. (Principal Financial and Principal Accounting Officer of the Registrants)

ESI TRACTEBEL FUNDING CORP. (the registrant) Certifications
I, James L. Robo, President (equivalent to the Chief Executive Officer) of ESI Tractebel Funding Corp., certify that:
1.	I have reviewed this quarterly report on Form 10-Q of the registrant;
2.	Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3.	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4.	The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
	a)	designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
	b)	evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
	c)	presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5.	The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):
	a)	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
	b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6.	The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: November 13, 2002
			JAMES L. ROBO
			James L. Robo President (equivalent to the Chief Executive Officer) ESI Tractebel Funding Corp.

ESI TRACTEBEL FUNDING CORP. (the registrant) Certifications
I, Robert L. McGrath, Treasurer (equivalent to the Chief Financial Officer) of ESI Tractebel Funding Corp., certify that:
1.	I have reviewed this quarterly report on Form 10-Q of the registrant;
2.	Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3.	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4.	The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
	a)	designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
	b)	evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
	c)	presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5.	The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):
	a)	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
	b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6.	The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: November 13, 2002
			ROBERT L. MCGRATH
			Robert L. McGrath Treasurer (equivalent to the Chief Financial Officer) ESI Tractebel Funding Corp.

ESI TRACTEBEL ACQUISITION CORP. (the registrant) Certifications
I, James L. Robo, President (equivalent to the Chief Executive Officer) of ESI Tractebel Acquisition Corp., certify that:
1.	I have reviewed this quarterly report on Form 10-Q of the registrant;
2.	Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3.	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4.	The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
	a)	designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
	b)	evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
	c)	presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5.	The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):
	a)	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
	b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6.	The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: November 13, 2002
			JAMES L. ROBO
			James L. Robo President (equivalent to the Chief Executive Officer) ESI Tractebel Acquisition Corp.

ESI TRACTEBEL ACQUISITION CORP. (the registrant) Certifications
I, Robert L. McGrath, Treasurer (equivalent to the Chief Financial Officer) of ESI Tractebel Acquisition Corp., certify that:
1.	I have reviewed this quarterly report on Form 10-Q of the registrant;
2.	Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3.	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4.	The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
	a)	designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
	b)	evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
	c)	presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5.	The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):
	a)	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
	b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6.	The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: November 13, 2002
			ROBERT L. MCGRATH
			Robert L. McGrath Treasurer (equivalent to the Chief Financial Officer) ESI Tractebel Acquisition Corp.

NORTHEAST ENERGY ASSOCIATES, A LIMITED PARTNERSHIP (the registrant) Certifications
I, James L. Robo, President of ESI Northeast Energy GP, Inc. (equivalent to the Chief Executive Officer of registrant) as Administrative General Partner of Northeast Energy Associates, a limited partnership, certify that:
1.	I have reviewed this quarterly report on Form 10-Q of the registrant;
2.	Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3.	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4.	The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
	a)	designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
	b)	evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
	c)	presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5.	The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):
	a)	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
	b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6.	The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: November 13, 2002
			JAMES L. ROBO
			James L. Robo President (equivalent to the Chief Executive Officer) ESI Northeast Energy GP, Inc. as Administrative General Partner of Northeast Energy Associates, a limited partnership

NORTHEAST ENERGY ASSOCIATES, A LIMITED PARTNERSHIP (the registrant) Certifications
I, Robert L. McGrath, Vice President and Treasurer of ESI Northeast Energy GP, Inc. (equivalent to the Chief Financial Officer of registrant) as Administrative General Partner of Northeast Energy Associates, a limited partnership, certify that:
1.	I have reviewed this quarterly report on Form 10-Q of the registrant;
2.	Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3.	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4.	The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
	a)	designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
	b)	evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
	c)	presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5.	The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):
	a)	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
	b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6.	The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: November 13, 2002
			ROBERT L. MCGRATH
			Robert L. McGrath Vice President and Treasurer (equivalent to the Chief Financial Officer) ESI Northeast Energy GP, Inc. as Administrative General Partner of Northeast Energy Associates, a limited partnership

NORTH JERSEY ENERGY ASSOCIATES, A LIMITED PARTNERSHIP (the registrant) Certifications
I, James L. Robo, President of ESI Northeast Energy GP, Inc. (equivalent to the Chief Executive Officer of registrant) as Administrative General Partner of North Jersey Energy Associates, a limited partnership, certify that:
1.	I have reviewed this quarterly report on Form 10-Q of the registrant;
2.	Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3.	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4.	The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
	a)	designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
	b)	evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
	c)	presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5.	The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):
	a)	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
	b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6.	The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: November 13, 2002
			JAMES L. ROBO
			James L. Robo President (equivalent to the Chief Executive Officer) ESI Northeast Energy GP, Inc. as Administrative General Partner of North Jersey Energy Associates, a limited partnership

NORTH JERSEY ENERGY ASSOCIATES, A LIMITED PARTNERSHIP (the registrant) Certifications
I, Robert L. McGrath, Vice President and Treasurer of ESI Northeast Energy GP, Inc. (equivalent to the Chief Financial Officer of registrant) as Administrative General Partner of North Jersey Energy Associates, a limited partnership, certify that:
1.	I have reviewed this quarterly report on Form 10-Q of the registrant;
2.	Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3.	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4.	The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
	a)	designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
	b)	evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
	c)	presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5.	The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):
	a)	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
	b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6.	The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: November 13, 2002
			ROBERT L. MCGRATH
			Robert L. McGrath Vice President and Treasurer (equivalent to the Chief Financial Officer) ESI Northeast Energy GP, Inc. as Administrative General Partner of North Jersey Energy Associates, a limited partnership

NORTHEAST ENERGY, LP (the registrant) Certifications
I, James L. Robo, President of ESI Northeast Energy GP, Inc. (equivalent to the Chief Executive Officer of registrant) as Administrative General Partner of Northeast Energy, LP, certify that:
1.	I have reviewed this quarterly report on Form 10-Q of the registrant;
2.	Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3.	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4.	The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
	a)	designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
	b)	evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
	c)	presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5.	The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):
	a)	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
	b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6.	The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: November 13, 2002
			JAMES L. ROBO
			James L. Robo President (equivalent to the Chief Executive Officer) ESI Northeast Energy GP, Inc. as Administrative General Partner of Northeast Energy, LP

NORTHEAST ENERGY, LP (the registrant) Certifications
I, Robert L. McGrath, Vice President and Treasurer of ESI Northeast Energy GP, Inc. (equivalent to the Chief Financial Officer of registrant) as Administrative General Partner of Northeast Energy, LP, certify that:
1.	I have reviewed this quarterly report on Form 10-Q of the registrant;
2.	Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3.	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4.	The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
	a)	designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
	b)	evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
	c)	presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5.	The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):
	a)	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
	b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6.	The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: November 13, 2002
			ROBERT L. MCGRATH
			Robert L. McGrath Vice President and Treasurer (equivalent to the Chief Financial Officer) ESI Northeast Energy GP, Inc. as Administrative General Partner of Northeast Energy, LP

EX-10

Exhibit 10(b)
BASE CONTRACT FOR SALE AND PURCHASE OF NATURAL GAS
THIS Base Contract for Sale and Purchase of Natural Gas ("Base Contract"), made and entered into on this 2nd day of October, 2002 by and between North Jersey Energy Associates, A Limited Partnership, a New Jersey limited partnership ("Buyer") and FPL Energy Power Marketing, Inc. ("Seller").
ARTICLE I PURPOSE AND PROCEDURES
1.1 This Base Contract establishes the terms and conditions governing the purchases and sale of Gas between the Seller and Buyer (each a "Party" and collectively, the "Parties") during the Term of this Base Contract. Gas purchased hereunder is intended solely for a portion the operational needs of the Facility or to satisfy Buyer's obligations on PSE&G Peak Demand Days under the PSE&G Contract and is not intended for resale.
1.2 This Base Contract provides for the delivery of Gas by Seller to Buyer under a Firm Performance Obligation for the entire term of the Contract. The Parties may by mutual agreement, through Confirmations described hereunder, modify the delivery obligations, including (without limitation) changes in the Delivery Point(s), for all or part of the Gas to be delivered hereunder.
1.3.1 The Parties will use the following transaction procedure. The Parties may periodically agree to transactions that modify deliveries under this Base Contract (i) by written document ("Confirmation"), or (ii) a recorded telephone conversation between authorized representatives. When the Parties come to an oral agreement regarding a modification of the deliveries under this Base Contract for a particular delivery period, they shall be legally bound from the time they so agree to transaction terms and each may rely thereon. Any such transaction shall be considered to be in "writing" and to have been "signed." Notwithstanding the foregoing, Seller shall, and Buyer may, confirm a telephonic transaction by sending a Confirmation via facsimile, E-mail or other mutually agreeable electronic means to the other Party by the close of the Business Day following the date of the oral agreement; provided that the failure to send a Confirmation shall not invalidate the oral agreement of the Parties.
1.3.2 If a sending Party's Confirmation is contrary to the receiving Party's understanding of the oral agreement, the receiving Party shall notify the sending Party via facsimile, E-mail or other mutually agreeable electronic means before the close of the second Business Day following receipt if the receiving Party has not previously sent a Confirmation to the sending Party. The receiving Party's failure to so notify the sending Party via facsimile, E-mail or other mutually agreeable electronic means within the aforementioned time period constitutes the receiving Party's agreement to the terms of the transaction modification described in the sending Party's Confirmation.
1.3.3 If both Parties send a Confirmation regarding a single transaction and there are any differences in a material term between Seller's and Buyer's Confirmations, then neither Confirmation shall be binding until or unless such differences are resolved and agreed to in writing.
1.3.4 The Parties may electronically record any telephone conversations between their employees with respect to this Base Contract, without any special or further notice to the other Party. Each Party will obtain any necessary consent of its agents and employees for such recordings. Such recordings may be introduced as evidence of any oral transaction hereunder and the Parties agree not to contest the validity or enforceability of any oral agreement, which is recorded in accordance herewith.
1.4 The entire agreement between the Parties shall be those provisions contained in this Base Contract, any effective Confirmation, and any oral agreement of the Parties pursuant to Section 1.3.1 (collectively, the "Contract"). In the event of a conflict between the terms of (i) an effective Confirmation, (ii) the oral agreement of the Parties pursuant to Section 1.3.1, and (iii) the Base Contract, the terms of the agreement shall govern in the priority listed in this sentence.
ARTICLE II DEFINITIONS
2.1 "Alternate Delivery Point" shall have the meaning set forth in Section 6.1.
2.2 "BTU" shall mean British Thermal Unit.
2.3 "Business Day" shall mean any day except Saturday, Sunday or bank holidays.
2.4 "Confirmation" shall have the meaning set forth in Article I; provided that a written Confirmation shall be substantially in the form attached in Exhibit A.
2.5 "Contract" shall have the meaning set forth in Section 1.4.
2.6 "Contract Price" shall have the meaning set forth in Section 11.1.
2.7 "Contract Quantity" shall mean 11,010 MMBtu per Day for each Gas Day, unless otherwise modified pursuant to Sections 1.3.1 through 1.3.3.
2.8 "Cover Costs" shall have the meaning set forth in Section 16.1.
2.9 "Cover Standard" shall mean that if there is an unexcused failure to take or deliver any quantity of Gas pursuant to this Contract, then the non-defaulting Party shall use commercially reasonable efforts to obtain or sell Gas at a reasonable price for the delivery point; provided that in addition the Seller recognizes that Buyer has obligations to provide Gas to PSE&G under the PSE&G Contract on PSE&G Peak-Demand Days and agrees that in order to fulfill such obligations Buyer may procure Gas that is very expensive due to the demand for Gas or transportation on such Gas Days and Seller agrees that Cover Costs shall include the cost of such replacement gas and Buyer's unitized cost of transportation for each day of non-delivery even though Buyer is not procuring such Gas to generate electricity.
2.10 "Delivery Point" for any Gas delivery to Buyer shall be the Primary Delivery Point, Alternate Delivery Point(s), or other point(s) as established by Section 6.1.
2.11 "Facility" means the Gas-fired electrical and steam generating plant located in the borough of Sayreville, New Jersey and owned by the Buyer.
2.12 "Firm Performance Obligation" has the meaning given in Section 3.1.
2.13 "Forced Outage" means a partial or full interruption in the generating capability of the Facility due to an unplanned component failure (immediate, delayed, postponed, or startup failure) or other condition that requires the applicable unit to be removed from service, or prevents the unit from going back into service, immediately, within six hours, or before the end of the then next weekend.
2.13 "Fuel Manager" means the Buyer's fuel manager as designated from time to time in a written notice from Buyer to Seller.
2.14 "Gas" shall mean pipeline quality natural gas.
2.15 "Gas Day" shall mean a period of twenty-four (24) consecutive hours, coextensive with a "gas day" as defined in the tariff of the Transporter delivering Gas to the Delivery Point in a particular transaction.
2.16 "Imbalance Charges" shall mean (i) any Scheduling penalties, imbalance penalties, overpull or unauthorized overrun penalties, operational flow order penalties, cash out charges, banking charges, or similar penalties, fees or charges assessed by a Transporter for failure to satisfy the Transporter's balancing and/or Scheduling requirements or (ii) any similar penalties, charges or fees assessed by PSE&G against Buyer under the PSE&G Contract.
2.17 "Index Price" means the monthly posting (expressed in $/MMBtu) published in Platts Gas Daily Price Guide under "Monthly Contract", "Index", "Market Centers", "Northeast", "Transco zone 6 non-NY" (as such publication exists as of the date hereof). If such monthly index or such publication ceases to be published, the Parties shall in good faith determine a replacement monthly index to be utilized from the date the foregoing index or publication ceases to be published for the remainder of the term of this Contract (subject to further replacement as provided herein in the event that the replacement index ceases to be published), which replacement index shall reflect, to the maximum extent possible, the market cost of natural gas delivered to the Project.
2.18 "Maintenance Outage" means a partial or full interruption in the generating capability of the Facility due to the removal of a unit from service to perform work on specific components that can be deferred beyond the end of the then next weekend, but requires the unit to be removed from service before the next Planned Outage.
2.19 "MMBtu" shall mean one million BTUs.
2.20 "Month" shall mean the period beginning on the first calendar day of the calendar month and ending on the last calendar day of the same calendar month.
2.21 "Nomination" means Buyer's designation to Seller of the amount of Gas to be delivered to a Delivery Point during the Gas Day or Gas Days specified in the Nomination.
2.22 "Outage" shall mean Forced, Planned, or Maintenance Outage.
2.23 "Party" and "Parties" shall have the meanings set forth in Section 1.1.
2.24 "Planned Outage" means a planned partial or full interruption of the operation of the Facility for any reason at Buyer's discretion.
2.25 "Primary Delivery Point" shall have the meaning set forth in Section 6.1.
2.26 "PSE&G" means Pubic Service Electric and Gas Company or any assignee of its rights under the PSE&G Contract.
2.27 "PSE&G Contract" means the Gas Purchase and Sale Agreement between Buyer and PSE&G dated as of May 4, 1989, as amended.
2.28 "PSE&G Peak Demand Days" means those days on which PSE&G is entitled to retain Gas delivered by Buyer in accordance with the PSE&G Contract.
2.29 "Receiving Transporter" shall mean the Transporter receiving Gas at a Delivery Point.
2.30 "Schedule," "Scheduling," or "Scheduled" shall refer to the act of Seller, Buyer, and the Transporter(s) notifying, requesting, and confirming to each other the quantity of Gas to be delivered hereunder on any given Gas day. Gas shall be deemed to have been Scheduled when confirmed by Transporter(s).
2.31 "Transporter(s)" shall mean (i) PSE&G and (ii) all pipeline companies transporting Gas for Seller or Buyer pursuant to a particular Confirmation.
ARTICLE III FIRM PERFORMANCE OBLIGATION
3.1 "Firm Performance Obligation" means Seller shall be required to sell and Buyer shall be required to purchase the Contract Quantity of Gas set forth herein on each Gas Day. Either Party may interrupt its performance only to the extent that such performance is prevented for reasons of Force Majeure without liability to the other Party.
ARTICLE IV TERM
4.1 This Contract shall remain in effect until 9:59 a.m. EST on September 1, 2011. Deliveries of Gas hereunder shall commence on January 1, 2003, unless otherwise mutually agreed by the Parties in a Confirmation. The rights of both Parties under Section 14.3, the obligations of both Parties to make payments that have accrued prior to termination, the obligation of Seller to indemnify Buyer, and Buyer to indemnify Seller, pursuant hereto and the rights and obligations of the Parties under Section 13.3, Article IV and Article XX (to the extent necessary to administer the foregoing provisions of this Contract following such termination) shall survive the termination or cancellation of the Contract.
4.2 This Contract shall be subject to termination by mutual agreement of the Parties, such agreement not to be unreasonably withheld.
ARTICLE V TRANSPORTATION
5.1 Seller shall have the sole responsibility for transportation of Gas to the Delivery Point. Buyer shall have the sole responsibility for transportation of Gas at and after the Delivery Point.
5.2 In the event that Buyer's Gas requirements for any Gas Day are decreased for any reason, then upon Seller's request Buyer shall use reasonable commercial efforts to implement a transaction to make any of Buyer's unused transportation capacity available to Seller; provided, however, that (a) Seller shall pay Buyer's variable costs including fuel retention for the use of such transportation capacity, (b) the available transportation capacity shall be provided on an "as is" basis and Seller shall hold Buyer harmless in connection with any costs, penalties, liabilities or damages incurred by Seller in connection with the implementation of the provisions of this Section (excluding any demand or fixed costs payable by Buyer to its Transporter or any other Person in connection with the transportation capacity). Seller shall advise Buyer of its intent to use available excess transportation capacity pursuant to this Section promptly after receipt of Buyer's notice of quantity reduction.
ARTICLE VI DELIVERY POINT
6.1 The Delivery Point(s) for all Gas delivered hereunder shall be (i) the Primary Delivery Point (and associated maximum daily quantity) as described in Schedule 1 (the "Primary Delivery Point"), (ii) such other points (and associated maximum daily quantities) (each an "Alternate Delivery Point") listed in Schedule 1, or (iii) any other points as otherwise mutually agreed upon between Seller and Buyer. Upon Buyer's request and agreement by Buyer and Seller of the appropriate price pursuant to a Confirmation implemented in accordance with the procedures set forth in Article I, Seller shall procure and deliver Gas to a Delivery Point (other than the Primary Delivery Point or an Alternate Delivery Point) designated by Buyer for the period specified in Buyer's request and the associated Confirmation.
6.2 Upon Seller's request, Buyer shall accept Gas at an Alternate Delivery Point or other delivery point(s) designated by Seller for the period specified in Seller's request, if Seller agrees to pay any incremental cost to Buyer above the Contract Price. However, during the calendar months of November, December, January, February, and March, the requested delivery point must be an Alternate Delivery Point listed on Schedule 1.
6.3 Deliveries of Gas at a Delivery Point requested by Seller or Buyer that is not designated as a Primary Delivery Point or Alternate Delivery Point shall be made on a firm basis including without limitation Force Majeure. During the term of this Base Contract, Buyer may not modify receipt or delivery points described in its transportation and storage agreements without the prior written consent of Seller.
ARTICLE VII SCHEDULING
7.1 The Parties shall coordinate their Scheduling requirements by telephone (and, where applicable, by means of Transporter's electronic bulletin board or other electronic data interchange method) with immediate confirmation in writing by facsimile. Ample time must be given to meet the Scheduling deadlines of the affected Transporter(s). Each Party's gas scheduler shall give the other Party's gas scheduler timely prior notice, and each Party's gas scheduler shall make appropriate Scheduling to the Transporter(s) in a timely manner, in each case sufficient to meet the requirements of all Transporter(s) involved in the transportation and delivery of Gas each Gas Day. Notice shall be provided (i) at least twenty-four hours prior to the earliest regularly scheduled Scheduling deadline applicable for each of the Transporter(s) receiving or delivering Gas to be Scheduled for flow on the first Gas Day of a month, and (ii) one hour earlier than such Scheduling deadline(s) for subsequent Scheduling. Should either Pa rty become aware that actual deliveries at the Delivery Point(s) are greater or lesser than the amount of Gas Scheduled for delivery, such Party shall notify immediately the other Party's gas scheduler by telephone.
ARTICLE VIII IMBALANCES
8.1 If the supply or transportation necessary to deliver or receive the Contract Quantity is unavailable for any reason, the Party responsible for or having notice of such interruption shall immediately notify the other Party by telephone. Seller and Buyer shall then cooperate in all reasonable actions to avoid penalties imposed by the Transporter(s).
8.2 The Parties shall use all reasonable efforts to avoid imposition by any Transporter of Imbalance Charges and to minimize such charges if unavoidable. If, during any Month, Buyer or Seller receives an invoice from a Transporter, which includes Imbalance Charges, the Parties shall use their best efforts to promptly determine the validity as well as the cause of such Imbalance Charges. The Party responsible for causing such imbalance(s) shall be liable to the other Party for, if applicable, any associated Transporter penalties or cashout costs and losses incurred as a result of imbalance(s).
ARTICLE IX QUANTITY REDUCTIONS
9.1 In the event that Buyer's Gas requirements for any Gas Day are decreased due to JCP&L curtailments, Outages, or other force majeure conditions described herein, then Buyer shall reduce the amount of Gas it receives on such Gas Day in accordance with the following order of reduction priority: (a) First, Gas to be purchased under the PSE&G Contract, as and to the extent provided therein; (b) Second, Gas to be delivered under any Gas storage agreements or arrangements entered into after the date of this Base Contract; (c) Third, Gas to be purchased under other contracts; and (d) Fourth, Gas to be purchased under this Base Contract and the Base Contract dated as of the date hereof between Buyer and Tractebel Energy Marketing, Inc., ratably on a 50/50 basis. For any Gas Day that Buyer is reducing the Contract Quantity pursuant to this Section, Buyer shall issue a Nomination to Seller designating the reduced Contract Quantity immediately upon receiving information that a quantity reduction is necessar y, but in no event later than 9:30 a.m., Eastern Prevailing Time on the Business Day prior to the Gas Day on which deliveries are to be so reduced. Buyer shall not reduce the amount of Gas it receives for any Gas Day for economic or any other non-operational reasons, except that Buyer shall be entitled to a reduction as a result of a curtailment of the Facility for up to two hundred (200) hours per year pursuant to Section 6.5 (d) of the Power Purchase Agreement between Jersey Central Power & Light and Buyer relating to the Facility.
9.2 In the event of a Forced Outage, Buyer may request that Seller remarket any Gas that Buyer is required to accept hereunder and Seller shall use commercially reasonable efforts to do so and shall be entitled to Seller's Cover Costs for any such amount. Such requests shall be made pursuant to the Confirmation procedures set forth in Article I above.
9.3 Notwithstanding anything to the contrary in this Contract, in the event that the simple average of the daily quantities of Gas purchased by Buyer hereunder each Day during any 12 Month period is less than 75% of the original Contract Quantity of 11,010 MMBtu per day, then upon Seller's request, the Parties shall negotiate in good faith to appropriately modify the terms of this Contract (including but not limited to the terms related to the Contract Price). If the Parties do not agree on such modifications within 30 Days after Seller's request, then Seller shall have the right to terminate this Contract upon giving 30 Days prior written notice to Buyer.
ARTICLE X QUALITY AND MEASUREMENTS
10.1 All Gas delivered hereunder shall meet the pressure, quality, heat content and other standards and specifications of the Receiving Transporter.
10.2 The unit of quantity measurement for purposes of this Contract shall be on an MMBtu dry basis. Measurement of Gas quantities hereunder shall be in accordance with the tariff of the Receiving Transporter.
ARTICLE XI PRICE
11.1 The "Contract Price" for all Gas delivered hereunder shall be an amount (expressed in $/MMBtu) equal to the Index Price, minus the applicable amount for the applicable time period as set forth on Schedule 2. In the event Buyer and Seller mutually agree, the Contract Price may be adjusted pursuant to a Confirmation implemented in accordance with the procedures set forth in Article I; provided, however, neither Party is obligated to agree to any other pricing and either Party may withhold agreement for any reason.
ARTICLE XII TAXES
12.1 Seller shall pay or cause to be paid, all taxes, fees, levies, penalties, licenses or charges imposed by any government authority ("Taxes") on or with respect to the Gas prior to its delivery at the Delivery Points(s). Buyer shall pay or cause to be paid, all Taxes on or with respect to the Gas at or after its delivery at the Delivery Point(s). If a Party is required to remit or pay Taxes which are the other Party's responsibility hereunder, such Party shall promptly reimburse the other Party for such Taxes. If either Party is entitled to an exemption from any such Taxes or charges, such Party shall furnish the other Party with a copy of the appropriate exemption or resale certificate. The Parties agree to cooperate to mitigate taxes payable by either Party hereunder.
ARTICLE XIII BILLING, PAYMENT AND AUDIT
13.1 On or before the tenth calendar day following the Month of deliveries of Gas hereunder, Seller shall deliver to Buyer an invoice for the preceding Month properly identified as per the Contract (or applicable Confirmation) showing the total quantity of Gas delivered, the amount due, and other pertinent information. If the actual quantity delivered is not available by the contractual billing date, billing will be prepared based on the Scheduled quantities. The Scheduled quantity will then be corrected to the actual quantity on the following Month's billing or as soon thereafter as actual delivery information is available.
13.2 Buyer shall remit by wire transfer the amount due by the later of (i) the 25th calendar day of the Month in which the statement was rendered or (ii) ten days after receipt of the invoice by Buyer; provided that if such due date is not a Business Day, payment is due on the next Business Day following such date. If Buyer fails to remit the full amount payable by it when due, interest on the unpaid portion shall accrue at a rate equal to the lower of (i) the then-effective prime rate of interest published under "Money Rates" by The Wall Street Journal, plus two percent per annum from the date due until the date of payment, or (ii) the maximum applicable lawful interest rate. If Buyer, in good faith, disputes the amount of any such statement or any part thereof, Buyer will pay to Seller such amount as it concedes to be correct, provided, however, if Buyer disputes the amount due, Buyer must, at the earliest available opportunity, provide Seller supporting documentation acceptable in indus try practice from Buyer's Transporter (or other appropriate source of documentation). If it is ultimately determined that Buyer owes the disputed amount, Buyer will pay Seller that amount with interest as determined above immediately upon such determination.
13.3 The Parties shall have the right, upon reasonable notice and at reasonable times, to examine the books and records of the other Party to the extent reasonably necessary to verify (i) the accuracy of any statement, charge, payment, computation made under the Contract or (ii) any curtailment of service under Section 13.4. Any such audit and any claim based upon errors in any statement or unauthorized curtailment must be made within two years of (i) the date of such statement or any revision thereof or (ii) the last calendar day of the Month during which any such alleged unauthorized curtailment occurs. Following such two-year period, a billing statement as adjusted shall be final. Errors in a Party's favor shall be rectified in full, with interest as calculated above, by such Party within 30 days of notice and substantiation of such inaccuracy.
13.4 When reasonable grounds for insecurity of payment by Seller arise, Buyer may demand adequate assurance of performance from Seller. Adequate assurance shall mean sufficient security in the form and for the term reasonably specified by Buyer, including, but not limited to, a standby irrevocable letter of credit, a prepayment, a security in an asset acceptable to the Buyer or a guarantee by a credit worthy entity.
ARTICLE XIV TITLE, WARRANTY AND INDEMNITY
14.1 Title to the Gas shall pass from Seller to Buyer at the Delivery Points(s). Seller shall have responsibility for and assume any liability with respect to the Gas prior to its delivery to Buyer at the specified Delivery Point(s). Buyer shall have responsibility for and any liability with respect to said Gas at and after its delivery to Buyer at the Delivery Point(s).
14.2 Seller warrants that it will have good and merchantable title to or will have the right to deliver all Gas sold hereunder and delivered by it to Buyer, free and clear of all liens, encumbrances, and claims.
14.3 Seller and Buyer each warrants that it is engaged in the direct commercial use of natural Gas in the ordinary course of its business, as producer, processor, merchant, or consumer or otherwise has knowledge of the practices associated with the purchase or sale of natural Gas. Each further warrants that it has and will maintain all the regulatory authorizations, certificates, and documentation as may be necessary and legally required to transport, buy, or make sales for resale of Gas sold or purchased hereunder.
14.4 Seller agrees to indemnify Buyer and save it harmless from all suits, actions, debts, accounts, damages, costs, losses, liabilities and expenses arising from or out of claims of title, personal injury or property damage from any or all persons to said Gas or other charges thereon which attach before title passes to Buyer. Buyer agrees to indemnify Seller and save it harmless from all suits, actions, debts, accounts, damages, costs losses, liabilities and expenses arising from or out of claims regarding payment, personal injury or property damage from said Gas or other charges thereon which attach at and after title passes to Buyer.
ARTICLE XV NOTICES
15.1 All Confirmations, Nominations, notices, invoices, and other communications ("Notices") made pursuant to the Contract shall be made as follows:
If to Buyer:	North Jersey Energy Associates, A Limited Partnership c/o Northeast Energy, LP c/o FPL Energy, LLC 700 Universe Blvd. P.O. Box 14000 Juno Beach, FL 33408 Attention: Nathan E. Hanson, Business Manager Phone (561) 625-7421 Facsimile: (561) 691-7309
If to Seller:
(for Billing and Inquiries)
	FPL Energy Power Marketing, Inc. 11770 US Hwy 1 North Palm Beach, FL 33408 Attention: Joanne Fontaine, Senior Gas Accountant Phone: (561) 625-7557 Facsimile: (561) 625-7651 and
	Dana Kirk, Manager Fuels Accounting Phone: (561) 625-7649 Facsimile: (561) 625-7651

(for Legal Notices)
	FPL Energy Power Marketing, Inc. 11770 U.S. Highway One East Tower, 5th Floor North Palm Beach, FL 33408 Attention: Director of Legal/Regulatory Affairs Telephone: (561) 625-7752 Facsimile: (561) 625-7504
(for Gas Scheduling & Nominations)
	FPL Energy Power Marketing, Inc. 11770 US Hwy 1 North Palm Beach, FL 33408 Attention: Manager - Gas Trading Phone: (561) 625-7081 Facsimile: (561) 625-7635
15.2 All payments shall be made, in immediately available funds, as follows:
	FPLE Power Marketing, Inc. Bank of America Acct: # 3751227650 ABA: # 111000012
15.3 Either Party may modify any information specified above by written notice to the other Party.
15.4 All Notices required hereunder may be sent by facsimile, a nationally recognized overnight courier service, first class mail or hand delivered.
15.5 Notices sent by facsimile shall be deemed to have been received upon the sending Party's receipt of its facsimile's confirmation hereof. Notice by overnight mail or courier shall be deemed to have been received on the next Business Day after it was sent or such earlier time as is confirmed by the receiving Party. Notice delivered by hand shall be deemed to be received at the time it is delivered to an officer or to a responsible employee of the receiving Party. Notice via First Class Mail shall be considered delivered two Business Days after mailing.
ARTICLE XVI DEFAULTS AND REMEDIES
16.1 Subject to Sections 9.2, 16.3, and the Cover Standard the exclusive and sole remedy of the Parties in the event of a breach of the Firm Performance Obligation shall be recovery of the following Cover Costs: (a) in the event of a breach by Seller, payment by Seller to Buyer in an amount equal to (i) the difference, if positive, between the purchase price paid by Buyer for replacement Gas and the Contract Price, multiplied by the quantity of Gas agreed upon but not delivered by Seller to Buyer, plus (ii) Buyer's incremental transportation costs, plus (iii) any applicable Imbalance Charges and (iv) to the extent not duplicative of amounts included in clause (iii), if Buyer is unable to purchase replacement Gas that it is required to make available to PSE&G on a PSE&G Peak Demand Day, any damages or costs payable to PSE&G pursuant to the PSE&G Contract in respect of Buyer's failure to make available Gas to PSE&G ("Buyer's Cover Costs"); (b) in the event of a breach by Buyer, paym ent by Buyer to Seller in an amount equal to (i) the difference, if positive, between the Contract Price and the price received by Seller from the resale of such Gas, multiplied by the quantity of Gas not taken by Buyer, plus (ii) reasonable incremental transportation costs required for the resale of such gas, plus (iii) any applicable Imbalance Charges ("Seller's Cover Costs"); (c) in the event that Buyer has used commercially reasonable efforts to replace the Gas or Seller has used commercially reasonable efforts to sell the Gas to a third Party, and no such replacement or sale is available, then the exclusive remedy of the non-breaching Party shall be the difference between the Contract Price and the highest price in the range of the daily postings for the higher of (i) the Gas Day of non-delivery of Gas or (ii) the Gas Day after the Gas Day of non-delivery of Gas, such postings as published by Gas Daily under the heading Daily Price Survey under Citygates for Transco zone 6 non-N.Y. multiplied by the quantity of Gas agreed upon but not delivered by Seller or taken by Buyer, as the case may be; plus any applicable Imbalance Charges.
16.2 In the event either Party shall (i) make an assignment or any general arrangement for the benefit of creditors; (ii) default in the payment of any undisputed amount due to the other Party hereunder, which is not cured within 30 days after receipt of notice thereof; (iii) file a petition or otherwise commence, authorize, or acquiesce in the commencement of a proceeding or cause under any bankruptcy or similar law for the protection of creditors or have such petition filed or proceeding commenced against it, (iv) otherwise become bankrupt or insolvent (however evidenced); (v) be unable to pay its debts as they fall due; or (vi) in the case of Seller, fail to give adequate assurance of its ability to perform its obligations under the Contract within forty-eight (48) hours of a reasonable request by the other Party (each an "Event of Default"), then the non-defaulting Party shall have the right to either withhold and/or suspend deliveries until such Event of Default is cured. If any Event of Default is not cured within 30 days after the non-defaulting Party has given a default notice to the defaulting Party, the non-defaulting Party may terminate the Contract, in addition to any and all other remedies available hereunder. The default notice must be delivered to the defaulting Party after the applicable Event of Default has arisen and state the grounds for the Event of Default in reasonable detail.
16.3 In the event that the non-defaulting Party terminates the Contract under Section 16.2, the non-defaulting Party shall have the right to designate, by written termination notice, an early termination date ("Early Termination Date") as any date on or after the date of its termination notice under Section 16.2. Upon the Early Termination Date, the non-defaulting Party shall have the right to liquidate this Contract (including any portion of required deliveries not yet fully made) then outstanding by:
(i) Closing out the Contract at its Market Value, as defined below, so that the Contract is canceled and a settlement payment in an amount equal to the difference between such Market Value and the Contract Value, as defined below, of such Contract shall be due to the Buyer if such Market Value exceeds the Contract Value and to the Seller if the opposite is the case; and
(ii) Discounting each amount then due under clause (i) above to net present value in a commercially reasonable manner as at the time of liquidation (to take account of the period between the date of liquidation and the date on which such amount would have otherwise been due pursuant to the Contract); and
(iii) Setting off or aggregating, as appropriate, any and all settlement payments (discounted as appropriate) and (at the election of the non-defaulting Party) any or all other amounts owing between the Parties under this Contract so that all such amounts are aggregated and/or netted to a single liquidated amount payable by one Party to the other. The net amount due any such liquidation shall be paid by the close of business on the third Business Day following the Early Termination Date.
For purposes of this Section, "Contract Value" means the amount of Gas remaining to be delivered or purchased pursuant to the Contract multiplied by the Contract Price per unit, and "Market Value" means the amount of Gas remaining to be delivered or purchased pursuant to the Contract multiplied by the market price per unit determined by the non-defaulting Party in a commercially reasonable manner using the Cover Standard. The rate of interest used in calculating net present value pursuant to (ii) of this Section shall be determined by the non-defaulting Party in a commercially reasonable manner. The Parties agree that the Contract shall constitute a "forward contract" within the meaning of the United States Bankruptcy Code.
The non-defaulting Party's rights under this Section and to Cover Costs accrued prior to the termination date are the sole and exclusive remedy of the non-defaulting Party for an Event of Default. The non-defaulting Party shall give notice that a liquidation pursuant to this Section has occurred to the defaulting Party no later than the third Business Day following such liquidation, provided that failure to give such notice shall not affect the validity or enforceability of the liquidation or give rise to any claim by the defaulting Party against the non-defaulting Party.
16.4 Seller may immediately suspend deliveries to Buyer hereunder in the event Buyer has not paid any amount due Seller hereunder on or before the second calendar day following the date such payment is due.
16.5 Each Party reserves to itself all rights, set-offs, counterclaim, and other defenses which it is or may be entitled to arising from or out of the Contract.
16.6 EXCEPT AS EXPRESSLY PROVIDED HEREIN, IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE, EITHER UNDER THIS ARTICLE XVI OR UNDER ANY OTHER TERM OR PROVISION OF THIS CONTRACT, FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES.
ARTICLE XVII FORCE MAJEURE
17.1 Except with regard to a Party's obligation to make payments due under the Contract, neither Party shall be liable to the other for a failure to perform its obligations hereunder, if such failure was caused by Force Majeure. As used herein, the term "Force Majeure" shall mean an unforeseen occurrence or event beyond the control of the Party claiming excuse which partially or entirely prevents that Party's performance of its obligations, except the obligation to make payments due under any transaction.
17.2 Force Majeure shall include but not be limited to the following: (i) physical events such as acts of God, landslides, lightning, earthquakes, fires, storms or storm warnings which result in evacuation of the affected area, floods, washouts, explosions, breakage, or accident, derate, or necessity of repairs to machinery or equipment including Planned, Maintenance, or Forced Outages ("Outages") of the Facility or lines of pipe, weather related events such as hurricanes or freezing or failure of wells or lines of pipe which affects a significant geographic area; (ii) acts of others such as strikes, riots, sabotage, insurrections or wars; (iii) governmental actions such as necessity for compliance with any court order, law, statute, ordinance, or regulation promulgated by a governmental authority having jurisdiction; and (iv) any other causes, whether of the kind herein enumerated or otherwise not reasonably within the control of the affected Party. Seller and Buyer shall make reasonable efforts to avoid F orce Majeure and to resolve the event or occurrence once it has occurred in order to resume performance. Force Majeure shall not be based on (i) the loss or change of natural Gas markets; (ii) Buyer's inability economically to use or resell the natural Gas purchased hereunder; (iii) the loss or failure of Seller's supply; or (iv) any economic hardship leading to a breach of firm delivery by Seller, or (v) failure of Seller's non-Firm transportation service unless such failure also excuses performance by Buyer under the PSE&G Contract.
17.3 The Party whose performance is prevented by Force Majeure must provide notice to the other Party. Initial notice may be given orally; however, written notification with particulars of the event or occurrence is required within twenty-four (24) hours. Upon providing written notification of Force Majeure to the other Party, the affected Party will be relieved of its obligation to make or accept, as the case may be, delivery of Gas to the extent and for the duration of Force Majeure and neither Party shall be deemed to have failed in such obligations to the other during such occurrence or event. Upon notification by Buyer to Seller that such outage has been completed, Buyer's obligation to purchase gas shall be restored.
17.4 Neither Party shall be entitled to the benefit of the provisions of Force Majeure to the extent performance is affected from any or all of the following circumstances: (i) the Party claiming excuse failed to remedy the condition and to resume the performance of such covenants or obligations with reasonable dispatch; or (ii) economic hardship.
17.5 Notwithstanding anything to the contrary herein, the Parties agree that the settlement of strikes, lockouts, or other industrial disturbances shall be entirely within the discretion of the Party experiencing such disturbance.
17.6 In no event shall the failure of firm or other transportation or delivery rights of Seller constitute a Force Majeure hereunder unless such firm transportation and delivery rights are curtailed due to reasons beyond the control, and not the fault of, the Seller and such failure also excuses performance by Buyer under the PSE&G Contract. In any such Force Majeure circumstance, Seller shall use reasonable commercial efforts to find an alternative means of transportation or delivery on the most advantageous terms available and shall notify Buyer of such terms, including the price thereof. In the event the use of such alternative means will result in a transportation cost in excess of the transportation costs that would have been incurred by Seller in the absence of such Force Majeure, then Buyer shall have the option to either (i) decline the use of such means in which case Seller shall be relieved of its delivery obligations hereunder so long as and to the extent that it cannot perform its delivery o bligations hereunder due to such Force Majeure event or (ii) accept such alternative means in which case Buyer shall pay the amount of such increased costs. Upon Buyer's request, Seller shall provide Buyer with documentation supporting its efforts to identify alternative means and any cost increases related to the use of such means.
ARTICLE XVIII GOVERNMENTAL REGULATIONS
18.1 This Contract and all provisions herein will be subject to all applicable and valid statutes, rules, orders and regulations of any Federal, State, or local governmental authority having jurisdiction over the Parties, their facilities, or Gas supply, this Contract or any provisions thereof.
ARTICLE XIX DISPUTE RESOLUTION
19.1 In the event a dispute arises between Buyer and Seller, or the successors or assigns of either of the, regarding the application or interpretation of any provision of this Contract, the aggrieved Party shall promptly notify the other Party of its intent to invoke this dispute resolution procedure after such dispute arises. If the Parties shall have failed to resolve the dispute within ten Business Days after delivery of such notice, each Party shall, within five Business Days thereafter nominate a senior officer of its management to meet at a mutually agreed location to resolve the dispute.
19.2 Any controversy under this Contract that is not resolved pursuant to Section 19.1 shall be resolved by a board of arbitration, consisting of three (3) members, upon notice of submission given by either Party, which notice shall also name one (1) arbitrator. The Party receiving such notice, shall, by notice to the other Party within ten (10) days thereafter, name the second (2nd) arbitrator, or failing to do so, the Party giving notice of submission shall name the second (2nd) arbitrator. The two (2) arbitrators so appointed shall name a third (3rd) arbitrator.
19.3 The arbitrators shall be qualified by education, experience and training in the Gas industry to decide upon the particular question in dispute.
19.4 The arbitrators so appointed, after giving the Parties due notice of the date of a hearing and reasonable opportunity to be heard, shall promptly hear the controversy in New York, New York and shall thereafter render their decision determining said controversy no later than ninety (90) Days after such board has been appointed. Any decision requires the support of a majority of the arbitrators. If the board of arbitration is unable to reach such decision, new arbitrators will be named and shall act under this Contract, at the request of either Party, in a like manner as if none had been previously named.
19.5 The decision of the arbitrators shall be rendered in writing and supported by written reasons. The decision of the arbitrators shall be final and binding upon the Parties and will be complied with by the Parties. Each Party shall bear the expenses of its chosen arbitrator, and the expenses of the third (3rd) arbitrator shall be borne equally by the Parties. Each Party shall bear the compensation and expenses of its legal counsel, witnesses, and employees.
ARTICLE XX MISCELLANEOUS
20.1 This Contract shall be binding upon and inure to the benefit of the successors, assigns, personal representatives, and heirs of the respective Parties hereto, and the covenants, conditions, and obligations of this Contract shall run for the full term of this Contract. No assignment of this Contract, in whole or in part, will be made without the prior written consent of the non-assigning Party, which consent will not be unreasonably withheld. Buyer may assign its interests herein to any lender of Buyer or of Buyer's partners or affiliates.
20.2 No waiver of any breach of this Contract shall be held to be a waiver of any other or subsequent breach. All remedies afforded in this Contract shall be taken and construed as cumulative.
20.3 This Contract sets forth all understandings between the Parties respecting the subject matter of each transaction and any prior contracts, understandings and representations, whether oral or written, representing this subject matter are merged into and superseded by the Base Contract and any effective Confirmation(s). This Contract may only be amended in writing.
20.4 This Contract may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. As used herein, the singular of any term shall include the plural.
20.5 The interpretation and performance of this Contract shall be governed by the laws of New York, excluding, however, any conflict of laws rule which would apply the law of another jurisdiction.
20.6 Compliance with the confirmation procedures of Article I satisfies any "writing" requirements imposed under the Uniform Commercial Code or any other applicable contract law.

IN WITNESS WHEREOF, Parties hereto have caused their names to be signed and executed in duplicate on this 2nd day of October, 2002.
	NORTH JERSEY ENERGY ASSOCIATES, A LIMITED PARTNERSHIP
	By:	Northeast Energy, LP Its General Partner
	By:	ESI Northeast Energy GP, Inc. Its Administrative General Partner
	By:	MICHAEL LEIGHTON
		Michael Leighton Vice President
	FPL ENERGY POWER MARKETING, INC.
	By:	MARK MAISTO
		Mark Maisto President

SCHEDULE 1 - Primary Delivery Point and Alternate Delivery Points

Primary Delivery Point:

"Located at the U.S. side of the International Boundary in Niagara Falls, Erie County, New York at the point known as the Niagara Import Point, at the interconnection between the facilities of TransCanada Pipeline Ltd. (TCPL) and Dominion Transmission Inc. (DTI)".

DTI via Tennessee Gas Pipeline (TGP)
Contract No.: TGP 3369
MDQ: 11,010
Delivery Point Name: Niagara River Purchase
Meter No. 010902
Niagara County, NY

Alternate Delivery Points:

Dominion Transmission Inc.
Contract No.: 200016
MDQ: 11,010
Delivery Point Name: Marilla
Meter No. 40113
Erie County, NY

Transcontinental Gas Pipeline Corporation
Contract No.: .5329
MDQ: 11,395
Delivery Point Name: Leidy - National Fuel
Meter No. 7126
Clinton County, PA

Texas Eastern Transmission Corporation
Contract No.: 330181
MDQ: 5,254
Delivery Point Name: Compressor Station 23 (Chambersburg)
Meter No. 79923
Franklin County, PA

Public Service Electric And Gas Company
Interconnect: Texas Eastern Transmission Corporation
Contract No.: N/A
MDQ: 5,254
Delivery Point Name: Public Service - Linden, NJ
Meter No. 70128
Union County, NJ

Contract No.: N/A
Interconnect: Transcontinental Gas Pipeline Corporation
MDQ: 11,395
Delivery Point Name: Public Service Electric & Gas (PSE&G)
Meter No. 6386
Essex County, NJ

SCHEDULE 2 - PRICE COMPONENT

Z6 NNY - Niagara Basis
Period	Start Date	End Date	Contract $/MMBtu
1	1/1/2003	3/31/2003	$0.747
2	4/1/2003	10/31/2003	$0.260
3	11/1/2003	3/31/2004	$0.376
4	4/1/2004	10/31/2004	$0.069
5	11/1/2004	3/31/2005	$0.460
6	4/1/2005	10/31/2005	$0.162
7	11/1/2005	3/31/2006	$0.464
8	4/1/2006	10/31/2006	$0.165
9	11/1/2006	3/31/2007	$0.469
10	4/1/2007	10/31/2007	$0.168
11	11/1/2007	3/31/2008	$0.473
12	4/1/2008	10/31/2008	$0.168
13	11/1/2008	3/31/2009	$0.470
14	4/1/2009	10/31/2009	$0.168
15	11/1/2009	3/31/2010	$0.470
16	4/1/2010	10/31/2010	$0.168
17	11/1/2010	3/31/2011	$0.470
18	4/1/2011	8/31/2011	$0.168

EXHIBIT A CONFIRMATION
NJEA Sayreville Facility			Date: ___________________________ Transaction Confirmation #: ________________
This Confirmation is subject to the Base Contract between Seller and Buyer dated October 2, 2002. The terms of this Confirmation are binding as provided in the Base Contract.
SELLER: FPL Energy Power Marketing, Inc. 11770 US Hwy 1 North Palm Beach, FL 33408 Attn: Manager - Gas Trading Phone: 561-625-7081 Fax: 561-625-7635 Transporter: __________________________________		BUYER: North Jersey Energy Associates, A Limited Partnership c/o Northeast Energy, LP c/o FPL Energy, LLC 700 Universe Blvd. P.O. Box 14000 Juno Beach, FL 33408 Attn: Nathan E. Hanson, Business Manager Phone: 561-625-7421 Fax: 561-691-7309 Transporter: ___________________________________
Contract Price: $ ________/ MMBtu or ________________________________________________________
Delivery Period: Begin: _________________________, ________ End: __________________________, ________
Performance Obligation and Contract Quantity: (Select One)
Firm (Fixed Quantity):	Firm (Variable Quantity):			Interruptible:
_____ MMBtus/day	_____ MMBtus/day Minimum			Up to _____ MMBtus/day
" EFP _____ MMBtus/day Maximum
	subject to Section 4.2 at election of "Buyer or o Seller
Delivery Point(s): _________________________________________ (If a pooling point is used, list a specific geographic and pipeline location):
Special Conditions:
Seller:		Buyer:
By:		By:
Title:		Title:
Date:		Date:

EX-10

Exhibit 10(c)
BASE CONTRACT FOR SALE AND PURCHASE OF NATURAL GAS
THIS Base Contract for Sale and Purchase of Natural Gas ("Base Contract"), made and entered into on this 26th day of September, 2002 by and between North Jersey Energy Associates, A Limited Partnership, a New Jersey limited partnership ("Buyer") and Tractebel Energy Marketing, Inc. ("Seller").
ARTICLE I PURPOSE AND PROCEDURES
1.1 This Base Contract establishes the terms and conditions governing the purchases and sale of Gas between the Seller and Buyer (each a "Party" and collectively, the "Parties") during the Term of this Base Contract. Gas purchased hereunder is intended solely for a portion the operational needs of the Facility or to satisfy Buyer's obligations on PSE&G Peak Demand Days under the PSE&G Contract and is not intended for resale.
1.2 This Base Contract provides for the delivery of Gas by Seller to Buyer under a Firm Performance Obligation for the entire term of the Contract. The Parties may by mutual agreement, through Confirmations described hereunder, modify the delivery obligations, including (without limitation) changes in the Delivery Point(s), for all or part of the Gas to be delivered hereunder.
1.3.1 The Parties will use the following transaction procedure. The Parties may periodically agree to transactions that modify deliveries under this Base Contract (i) by written document ("Confirmation"), or (ii) a recorded telephone conversation between authorized representatives. When the Parties come to an oral agreement regarding a modification of the deliveries under this Base Contract for a particular delivery period, they shall be legally bound from the time they so agree to transaction terms and each may rely thereon. Any such transaction shall be considered to be in "writing" and to have been "signed." Notwithstanding the foregoing, Seller shall, and Buyer may, confirm a telephonic transaction by sending a Confirmation via facsimile, E-mail or other mutually agreeable electronic means to the other Party by the close of the Business Day following the date of the oral agreement; provided that the failure to send a Confirmation shall not invalidate the oral agreement of the Parties.
1.3.2 If a sending Party's Confirmation is contrary to the receiving Party's understanding of the oral agreement, the receiving Party shall notify the sending Party via facsimile, E-mail or other mutually agreeable electronic means before the close of the second Business Day following receipt if the receiving Party has not previously sent a Confirmation to the sending Party. The receiving Party's failure to so notify the sending Party via facsimile, E-mail or other mutually agreeable electronic means within the aforementioned time period constitutes the receiving Party's agreement to the terms of the transaction modification described in the sending Party's Confirmation.
1.3.3 If both Parties send a Confirmation regarding a single transaction and there are any differences in a material term between Seller's and Buyer's Confirmations, then neither Confirmation shall be binding until or unless such differences are resolved and agreed to in writing.
1.3.4 The Parties may electronically record any telephone conversations between their employees with respect to this Base Contract, without any special or further notice to the other Party. Each Party will obtain any necessary consent of its agents and employees for such recordings. Such recordings may be introduced as evidence of any oral transaction hereunder and the Parties agree not to contest the validity or enforceability of any oral agreement, which is recorded in accordance herewith.
1.4 The entire agreement between the Parties shall be those provisions contained in this Base Contract, any effective Confirmation, and any oral agreement of the Parties pursuant to Section 1.3.1 (collectively, the "Contract"). In the event of a conflict between the terms of (i) an effective Confirmation, (ii) the oral agreement of the Parties pursuant to Section 1.3.1, and (iii) the Base Contract, the terms of the agreement shall govern in the priority listed in this sentence.
ARTICLE II DEFINITIONS
2.1 "Alternate Delivery Point" shall have the meaning set forth in Section 6.1.
2.2 "BTU" shall mean British Thermal Unit.
2.3 "Business Day" shall mean any day except Saturday, Sunday or bank holidays.
2.4 "Confirmation" shall have the meaning set forth in Article I; provided that a written Confirmation shall be substantially in the form attached in Exhibit A.
2.5 "Contract" shall have the meaning set forth in Section 1.4.
2.6 "Contract Price" shall have the meaning set forth in Section 11.1.
2.7 "Contract Quantity" shall mean 11,010 MMBtu per Day for each Gas Day, unless otherwise modified pursuant to Sections 1.3.1 through 1.3.3.
2.8 "Cover Costs" shall have the meaning set forth in Section 16.1.
2.9 "Cover Standard" shall mean that if there is an unexcused failure to take or deliver any quantity of Gas pursuant to this Contract, then the non-defaulting Party shall use commercially reasonable efforts to obtain or sell Gas at a reasonable price for the delivery point; provided that in addition the Seller recognizes that Buyer has obligations to provide Gas to PSE&G under the PSE&G Contract on PSE&G Peak-Demand Days and agrees that in order to fulfill such obligations Buyer may procure Gas that is very expensive due to the demand for Gas or transportation on such Gas Days and Seller agrees that Cover Costs shall include the cost of such replacement gas and Buyer's unitized cost of transportation for each day of non-delivery even though Buyer is not procuring such Gas to generate electricity.
2.10 "Delivery Point" for any Gas delivery to Buyer shall be the Primary Delivery Point, Alternate Delivery Point(s), or other point(s) as established by Section 6.1.
2.11 "Facility" means the Gas-fired electrical and steam generating plant located in the borough of Sayreville, New Jersey and owned by the Buyer.
2.12 "Firm Performance Obligation" has the meaning given in Section 3.1.
2.13 "Forced Outage" means a partial or full interruption in the generating capability of the Facility due to an unplanned component failure (immediate, delayed, postponed, or startup failure) or other condition that requires the applicable unit to be removed from service, or prevents the unit from going back into service, immediately, within six hours, or before the end of the then next weekend.
2.13 "Fuel Manager" means the Buyer's fuel manager as designated from time to time in a written notice from Buyer to Seller.
2.14 "Gas" shall mean pipeline quality natural gas.
2.15 "Gas Day" shall mean a period of twenty-four (24) consecutive hours, coextensive with a "gas day" as defined in the tariff of the Transporter delivering Gas to the Delivery Point in a particular transaction.
2.16 "Imbalance Charges" shall mean (i) any Scheduling penalties, imbalance penalties, overpull or unauthorized overrun penalties, operational flow order penalties, cash out charges, banking charges, or similar penalties, fees or charges assessed by a Transporter for failure to satisfy the Transporter's balancing and/or Scheduling requirements or (ii) any similar penalties, charges or fees assessed by PSE&G against Buyer under the PSE&G Contract.
2.17 "Index Price" means the monthly posting (expressed in $/MMBtu) published in Platts Gas Daily Price Guide under "Monthly Contract", "Index", "Market Centers", "Northeast", "Transco zone 6 non-NY" (as such publication exists as of the date hereof). If such monthly index or such publication ceases to be published, the Parties shall in good faith determine a replacement monthly index to be utilized from the date the foregoing index or publication ceases to be published for the remainder of the term of this Contract (subject to further replacement as provided herein in the event that the replacement index ceases to be published), which replacement index shall reflect, to the maximum extent possible, the market cost of natural gas delivered to the Project.
2.18 "Maintenance Outage" means a partial or full interruption in the generating capability of the Facility due to the removal of a unit from service to perform work on specific components that can be deferred beyond the end of the then next weekend, but requires the unit to be removed from service before the next Planned Outage.
2.19 "MMBtu" shall mean one million BTUs.
2.20 "Month" shall mean the period beginning on the first calendar day of the calendar month and ending on the last calendar day of the same calendar month.
2.21 "Nomination" means Buyer's designation to Seller of the amount of Gas to be delivered to a Delivery Point during the Gas Day or Gas Days specified in the Nomination.
2.22 "Outage" shall mean Forced, Planned, or Maintenance Outage.
2.23 "Party" and "Parties" shall have the meanings set forth in Section 1.1.
2.24 "Planned Outage" means a planned partial or full interruption of the operation of the Facility for any reason at Buyer's discretion.
2.25 "Primary Delivery Point" shall have the meaning set forth in Section 6.1.
2.26 "PSE&G" means Pubic Service Electric and Gas Company or any assignee of its rights under the PSE&G Contract.
2.27 "PSE&G Contract" means the Gas Purchase and Sale Agreement between Buyer and PSE&G dated as of May 4, 1989, as amended.
2.28 "PSE&G Peak Demand Days" means those days on which PSE&G is entitled to retain Gas delivered by Buyer in accordance with the PSE&G Contract.
2.29 "Receiving Transporter" shall mean the Transporter receiving Gas at a Delivery Point.
2.30 "Schedule," "Scheduling," or "Scheduled" shall refer to the act of Seller, Buyer, and the Transporter(s) notifying, requesting, and confirming to each other the quantity of Gas to be delivered hereunder on any given Gas day. Gas shall be deemed to have been Scheduled when confirmed by Transporter(s).
2.31 "Transporter(s)" shall mean (i) PSE&G and (ii) all pipeline companies transporting Gas for Seller or Buyer pursuant to a particular Confirmation.
ARTICLE III FIRM PERFORMANCE OBLIGATION
3.1 "Firm Performance Obligation" means Seller shall be required to sell and Buyer shall be required to purchase the Contract Quantity of Gas set forth herein on each Gas Day. Either Party may interrupt its performance only to the extent that such performance is prevented for reasons of Force Majeure without liability to the other Party.
ARTICLE IV TERM
4.1 This Contract shall remain in effect until 9:59 a.m. EST on September 1, 2011. Deliveries of Gas hereunder shall commence on January 1, 2003, unless otherwise mutually agreed by the Parties in a Confirmation. The rights of both Parties under Section 14.3, the obligations of both Parties to make payments that have accrued prior to termination, the obligation of Seller to indemnify Buyer, and Buyer to indemnify Seller, pursuant hereto and the rights and obligations of the Parties under Section 13.3, Article IV and Article XX (to the extent necessary to administer the foregoing provisions of this Contract following such termination) shall survive the termination or cancellation of the Contract.
4.2 This Contract shall be subject to termination by mutual agreement of the Parties, such agreement not to be unreasonably withheld.
ARTICLE V TRANSPORTATION
5.1 Seller shall have the sole responsibility for transportation of Gas to the Delivery Point. Buyer shall have the sole responsibility for transportation of Gas at and after the Delivery Point.
5.2 In the event that Buyer's Gas requirements for any Gas Day are decreased for any reason, then upon Seller's request Buyer shall use reasonable commercial efforts to implement a transaction to make any of Buyer's unused transportation capacity available to Seller; provided, however, that (a) Seller shall pay Buyer's variable costs including fuel retention for the use of such transportation capacity, (b) the available transportation capacity shall be provided on an "as is" basis and Seller shall hold Buyer harmless in connection with any costs, penalties, liabilities or damages incurred by Seller in connection with the implementation of the provisions of this Section (excluding any demand or fixed costs payable by Buyer to its Transporter or any other Person in connection with the transportation capacity). Seller shall advise Buyer of its intent to use available excess transportation capacity pursuant to this Section promptly after receipt of Buyer's notice of quantity reduction.
ARTICLE VI DELIVERY POINT
6.1 The Delivery Point(s) for all Gas delivered hereunder shall be (i) the Primary Delivery Point (and associated maximum daily quantity) as described in Schedule 1 (the "Primary Delivery Point"), (ii) such other points (and associated maximum daily quantities) (each an "Alternate Delivery Point") listed in Schedule 1, or (iii) any other points as otherwise mutually agreed upon between Seller and Buyer. Upon Buyer's request and agreement by Buyer and Seller of the appropriate price pursuant to a Confirmation implemented in accordance with the procedures set forth in Article I, Seller shall procure and deliver Gas to a Delivery Point (other than the Primary Delivery Point or an Alternate Delivery Point) designated by Buyer for the period specified in Buyer's request and the associated Confirmation.
6.2 Upon Seller's request, Buyer shall accept Gas at an Alternate Delivery Point or other delivery point(s) designated by Seller for the period specified in Seller's request, if Seller agrees to pay any incremental cost to Buyer above the Contract Price. However, during the calendar months of November, December, January, February, and March, the requested delivery point must be an Alternate Delivery Point listed on Schedule 1.
6.3 Deliveries of Gas at a Delivery Point requested by Seller or Buyer that is not designated as a Primary Delivery Point or Alternate Delivery Point shall be made on a firm basis including without limitation Force Majeure. During the term of this Base Contract, Buyer may not modify receipt or delivery points described in its transportation and storage agreements without the prior written consent of Seller.
ARTICLE VII SCHEDULING
7.1 The Parties shall coordinate their Scheduling requirements by telephone (and, where applicable, by means of Transporter's electronic bulletin board or other electronic data interchange method) with immediate confirmation in writing by facsimile. Ample time must be given to meet the Scheduling deadlines of the affected Transporter(s). Each Party's gas scheduler shall give the other Party's gas scheduler timely prior notice, and each Party's gas scheduler shall make appropriate Scheduling to the Transporter(s) in a timely manner, in each case sufficient to meet the requirements of all Transporter(s) involved in the transportation and delivery of Gas each Gas Day. Notice shall be provided (i) at least twenty-four hours prior to the earliest regularly scheduled Scheduling deadline applicable for each of the Transporter(s) receiving or delivering Gas to be Scheduled for flow on the first Gas Day of a month, and (ii) one hour earlier than such Scheduling deadline(s) for subsequent Scheduling. Should either Pa rty become aware that actual deliveries at the Delivery Point(s) are greater or lesser than the amount of Gas Scheduled for delivery, such Party shall notify immediately the other Party's gas scheduler by telephone.
ARTICLE VIII IMBALANCES
8.1 If the supply or transportation necessary to deliver or receive the Contract Quantity is unavailable for any reason, the Party responsible for or having notice of such interruption shall immediately notify the other Party by telephone. Seller and Buyer shall then cooperate in all reasonable actions to avoid penalties imposed by the Transporter(s).
8.2 The Parties shall use all reasonable efforts to avoid imposition by any Transporter of Imbalance Charges and to minimize such charges if unavoidable. If, during any Month, Buyer or Seller receives an invoice from a Transporter, which includes Imbalance Charges, the Parties shall use their best efforts to promptly determine the validity as well as the cause of such Imbalance Charges. The Party responsible for causing such imbalance(s) shall be liable to the other Party for, if applicable, any associated Transporter penalties or cashout costs and losses incurred as a result of imbalance(s).
ARTICLE IX QUANTITY REDUCTIONS
9.1 In the event that Buyer's Gas requirements for any Gas Day are decreased due to JCP&L curtailments, Outages, or other force majeure conditions described herein, then Buyer shall reduce the amount of Gas it receives on such Gas Day in accordance with the following order of reduction priority: (a) First, Gas to be purchased under the PSE&G Contract, as and to the extent provided therein; (b) Second, Gas to be delivered under any Gas storage agreements or arrangements entered into after the date of this Base Contract; (c) Third, Gas to be purchased under other contracts; and (d) Fourth, Gas to be purchased under this Base Contract and the Base Contract dated as of the date hereof between Buyer and Tractebel Energy Marketing, Inc., ratably on a 50/50 basis. For any Gas Day that Buyer is reducing the Contract Quantity pursuant to this Section, Buyer shall issue a Nomination to Seller designating the reduced Contract Quantity immediately upon receiving information that a quantity reduction is necessar y, but in no event later than 9:30 a.m., Eastern Prevailing Time on the Business Day prior to the Gas Day on which deliveries are to be so reduced. Buyer shall not reduce the amount of Gas it receives for any Gas Day for economic or any other non-operational reasons, except that Buyer shall be entitled to a reduction as a result of a curtailment of the Facility for up to two hundred (200) hours per year pursuant to Section 6.5 (d) of the Power Purchase Agreement between Jersey Central Power & Light and Buyer relating to the Facility.
9.2 In the event of a Forced Outage, Buyer may request that Seller remarket any Gas that Buyer is required to accept hereunder and Seller shall use commercially reasonable efforts to do so and shall be entitled to Seller's Cover Costs for any such amount. Such requests shall be made pursuant to the Confirmation procedures set forth in Article I above.
9.3 Notwithstanding anything to the contrary in this Contract, in the event that the simple average of the daily quantities of Gas purchased by Buyer hereunder each Day during any 12 Month period is less than 75% of the original Contract Quantity of 11,010 MMBtu per day, then upon Seller's request, the Parties shall negotiate in good faith to appropriately modify the terms of this Contract (including but not limited to the terms related to the Contract Price). If the Parties do not agree on such modifications within 30 Days after Seller's request, then Seller shall have the right to terminate this Contract upon giving 30 Days prior written notice to Buyer.
ARTICLE X QUALITY AND MEASUREMENTS
10.1 All Gas delivered hereunder shall meet the pressure, quality, heat content and other standards and specifications of the Receiving Transporter.
10.2 The unit of quantity measurement for purposes of this Contract shall be on an MMBtu dry basis. Measurement of Gas quantities hereunder shall be in accordance with the tariff of the Receiving Transporter.
ARTICLE XI PRICE
11.1 The "Contract Price" for all Gas delivered hereunder shall be an amount (expressed in $/MMBtu) equal to the Index Price, minus the applicable amount for the applicable time period as set forth on Schedule 2. In the event Buyer and Seller mutually agree, the Contract Price may be adjusted pursuant to a Confirmation implemented in accordance with the procedures set forth in Article I; provided, however, neither Party is obligated to agree to any other pricing and either Party may withhold agreement for any reason.
ARTICLE XII TAXES
12.1 Seller shall pay or cause to be paid, all taxes, fees, levies, penalties, licenses or charges imposed by any government authority ("Taxes") on or with respect to the Gas prior to its delivery at the Delivery Points(s). Buyer shall pay or cause to be paid, all Taxes on or with respect to the Gas at or after its delivery at the Delivery Point(s). If a Party is required to remit or pay Taxes which are the other Party's responsibility hereunder, such Party shall promptly reimburse the other Party for such Taxes. If either Party is entitled to an exemption from any such Taxes or charges, such Party shall furnish the other Party with a copy of the appropriate exemption or resale certificate. The Parties agree to cooperate to mitigate taxes payable by either Party hereunder.
ARTICLE XIII BILLING, PAYMENT AND AUDIT
13.1 On or before the tenth calendar day following the Month of deliveries of Gas hereunder, Seller shall deliver to Buyer an invoice for the preceding Month properly identified as per the Contract (or applicable Confirmation) showing the total quantity of Gas delivered, the amount due, and other pertinent information. If the actual quantity delivered is not available by the contractual billing date, billing will be prepared based on the Scheduled quantities. The Scheduled quantity will then be corrected to the actual quantity on the following Month's billing or as soon thereafter as actual delivery information is available.
13.2 Buyer shall remit by wire transfer the amount due by the later of (i) the 25th calendar day of the Month in which the statement was rendered or (ii) ten days after receipt of the invoice by Buyer; provided that if such due date is not a Business Day, payment is due on the next Business Day following such date. If Buyer fails to remit the full amount payable by it when due, interest on the unpaid portion shall accrue at a rate equal to the lower of (i) the then-effective prime rate of interest published under "Money Rates" by The Wall Street Journal, plus two percent per annum from the date due until the date of payment, or (ii) the maximum applicable lawful interest rate. If Buyer, in good faith, disputes the amount of any such statement or any part thereof, Buyer will pay to Seller such amount as it concedes to be correct, provided, however, if Buyer disputes the amount due, Buyer must, at the earliest available opportunity, provide Seller supporting documentation acceptable in indus try practice from Buyer's Transporter (or other appropriate source of documentation). If it is ultimately determined that Buyer owes the disputed amount, Buyer will pay Seller that amount with interest as determined above immediately upon such determination.
13.3 The Parties shall have the right, upon reasonable notice and at reasonable times, to examine the books and records of the other Party to the extent reasonably necessary to verify (i) the accuracy of any statement, charge, payment, computation made under the Contract or (ii) any curtailment of service under Section 13.4. Any such audit and any claim based upon errors in any statement or unauthorized curtailment must be made within two years of (i) the date of such statement or any revision thereof or (ii) the last calendar day of the Month during which any such alleged unauthorized curtailment occurs. Following such two-year period, a billing statement as adjusted shall be final. Errors in a Party's favor shall be rectified in full, with interest as calculated above, by such Party within 30 days of notice and substantiation of such inaccuracy.
13.4 When reasonable grounds for insecurity of payment by Seller arise, Buyer may demand adequate assurance of performance from Seller. Adequate assurance shall mean sufficient security in the form and for the term reasonably specified by Buyer, including, but not limited to, a standby irrevocable letter of credit, a prepayment, a security in an asset acceptable to the Buyer or a guarantee by a credit worthy entity.
ARTICLE XIV TITLE, WARRANTY AND INDEMNITY
14.1 Title to the Gas shall pass from Seller to Buyer at the Delivery Points(s). Seller shall have responsibility for and assume any liability with respect to the Gas prior to its delivery to Buyer at the specified Delivery Point(s). Buyer shall have responsibility for and any liability with respect to said Gas at and after its delivery to Buyer at the Delivery Point(s).
14.2 Seller warrants that it will have good and merchantable title to or will have the right to deliver all Gas sold hereunder and delivered by it to Buyer, free and clear of all liens, encumbrances, and claims.
14.3 Seller and Buyer each warrants that it is engaged in the direct commercial use of natural Gas in the ordinary course of its business, as producer, processor, merchant, or consumer or otherwise has knowledge of the practices associated with the purchase or sale of natural Gas. Each further warrants that it has and will maintain all the regulatory authorizations, certificates, and documentation as may be necessary and legally required to transport, buy, or make sales for resale of Gas sold or purchased hereunder.
14.4 Seller agrees to indemnify Buyer and save it harmless from all suits, actions, debts, accounts, damages, costs, losses, liabilities and expenses arising from or out of claims of title, personal injury or property damage from any or all persons to said Gas or other charges thereon which attach before title passes to Buyer. Buyer agrees to indemnify Seller and save it harmless from all suits, actions, debts, accounts, damages, costs losses, liabilities and expenses arising from or out of claims regarding payment, personal injury or property damage from said Gas or other charges thereon which attach at and after title passes to Buyer.
ARTICLE XV NOTICES
15.1 All Confirmations, Nominations, notices, invoices, and other communications ("Notices") made pursuant to the Contract shall be made as follows:
If to Buyer:	North Jersey Energy Associates, A Limited Partnership c/o Northeast Energy, LP c/o FPL Energy, LLC 700 Universe Blvd. P.O. Box 14000 Juno Beach, FL 33408 Attention: Nathan E. Hanson, Business Manager Phone (561) 625-7421 Facsimile: (561) 691-7309
If to Seller:
(for General Notices)
	Tractebel Energy Marketing, Inc. 1177 West Loop South, Suite 800 Houston, TX 77027 Attention: Contract Administrator Phone: (713) 350-1499 Facsimile: (713) 548-5153

(for Scheduling and Confirmation)
	Tractebel Energy Marketing, Inc. 1177 West Loop South, Suite 800 Houston, TX 77027 Attention: Manager, Gas Transmission Phone: (713) 350-1417 Facsimile: (713) 548-5153
15.2 All payments shall be made, in immediately available funds, as follows:
	Tractebel Energy Marketing, Inc. Chase Bank of Texas, Houston, TX ABA # 113000609 Account #: 00100920447
15.3 Either Party may modify any information specified above by written notice to the other Party.
15.4 All Notices required hereunder may be sent by facsimile, a nationally recognized overnight courier service, first class mail or hand delivered.
15.5 Notices sent by facsimile shall be deemed to have been received upon the sending Party's receipt of its facsimile's confirmation hereof. Notice by overnight mail or courier shall be deemed to have been received on the next Business Day after it was sent or such earlier time as is confirmed by the receiving Party. Notice delivered by hand shall be deemed to be received at the time it is delivered to an officer or to a responsible employee of the receiving Party. Notice via First Class Mail shall be considered delivered two Business Days after mailing.
ARTICLE XVI DEFAULTS AND REMEDIES
16.1 Subject to Sections 9.2, 16.3, and the Cover Standard the exclusive and sole remedy of the Parties in the event of a breach of the Firm Performance Obligation shall be recovery of the following Cover Costs: (a) in the event of a breach by Seller, payment by Seller to Buyer in an amount equal to (i) the difference, if positive, between the purchase price paid by Buyer for replacement Gas and the Contract Price, multiplied by the quantity of Gas agreed upon but not delivered by Seller to Buyer, plus (ii) Buyer's incremental transportation costs, plus (iii) any applicable Imbalance Charges and (iv) to the extent not duplicative of amounts included in clause (iii), if Buyer is unable to purchase replacement Gas that it is required to make available to PSE&G on a PSE&G Peak Demand Day, any damages or costs payable to PSE&G pursuant to the PSE&G Contract in respect of Buyer's failure to make available Gas to PSE&G ("Buyer's Cover Costs"); (b) in the event of a breach by Buyer, paym ent by Buyer to Seller in an amount equal to (i) the difference, if positive, between the Contract Price and the price received by Seller from the resale of such Gas, multiplied by the quantity of Gas not taken by Buyer, plus (ii) reasonable incremental transportation costs required for the resale of such gas, plus (iii) any applicable Imbalance Charges ("Seller's Cover Costs"); (c) in the event that Buyer has used commercially reasonable efforts to replace the Gas or Seller has used commercially reasonable efforts to sell the Gas to a third Party, and no such replacement or sale is available, then the exclusive remedy of the non-breaching Party shall be the difference between the Contract Price and the highest price in the range of the daily postings for the higher of (i) the Gas Day of non-delivery of Gas or (ii) the Gas Day after the Gas Day of non-delivery of Gas, such postings as published by Gas Daily under the heading Daily Price Survey under Citygates for Transco zone 6 non-N.Y. multiplied by the quantity of Gas agreed upon but not delivered by Seller or taken by Buyer, as the case may be; plus any applicable Imbalance Charges.
16.2 In the event either Party shall (i) make an assignment or any general arrangement for the benefit of creditors; (ii) default in the payment of any undisputed amount due to the other Party hereunder, which is not cured within 30 days after receipt of notice thereof; (iii) file a petition or otherwise commence, authorize, or acquiesce in the commencement of a proceeding or cause under any bankruptcy or similar law for the protection of creditors or have such petition filed or proceeding commenced against it, (iv) otherwise become bankrupt or insolvent (however evidenced); (v) be unable to pay its debts as they fall due; or (vi) in the case of Seller, fail to give adequate assurance of its ability to perform its obligations under the Contract within forty-eight (48) hours of a reasonable request by the other Party (each an "Event of Default"), then the non-defaulting Party shall have the right to either withhold and/or suspend deliveries until such Event of Default is cured. If any Event of Default is not cured within 30 days after the non-defaulting Party has given a default notice to the defaulting Party, the non-defaulting Party may terminate the Contract, in addition to any and all other remedies available hereunder. The default notice must be delivered to the defaulting Party after the applicable Event of Default has arisen and state the grounds for the Event of Default in reasonable detail.
16.3 In the event that the non-defaulting Party terminates the Contract under Section 16.2, the non-defaulting Party shall have the right to designate, by written termination notice, an early termination date ("Early Termination Date") as any date on or after the date of its termination notice under Section 16.2. Upon the Early Termination Date, the non-defaulting Party shall have the right to liquidate this Contract (including any portion of required deliveries not yet fully made) then outstanding by:
(i) Closing out the Contract at its Market Value, as defined below, so that the Contract is canceled and a settlement payment in an amount equal to the difference between such Market Value and the Contract Value, as defined below, of such Contract shall be due to the Buyer if such Market Value exceeds the Contract Value and to the Seller if the opposite is the case; and
(ii) Discounting each amount then due under clause (i) above to net present value in a commercially reasonable manner as at the time of liquidation (to take account of the period between the date of liquidation and the date on which such amount would have otherwise been due pursuant to the Contract); and
(iii) Setting off or aggregating, as appropriate, any and all settlement payments (discounted as appropriate) and (at the election of the non-defaulting Party) any or all other amounts owing between the Parties under this Contract so that all such amounts are aggregated and/or netted to a single liquidated amount payable by one Party to the other. The net amount due any such liquidation shall be paid by the close of business on the third Business Day following the Early Termination Date.
For purposes of this Section, "Contract Value" means the amount of Gas remaining to be delivered or purchased pursuant to the Contract multiplied by the Contract Price per unit, and "Market Value" means the amount of Gas remaining to be delivered or purchased pursuant to the Contract multiplied by the market price per unit determined by the non-defaulting Party in a commercially reasonable manner using the Cover Standard. The rate of interest used in calculating net present value pursuant to (ii) of this Section shall be determined by the non-defaulting Party in a commercially reasonable manner. The Parties agree that the Contract shall constitute a "forward contract" within the meaning of the United States Bankruptcy Code.
The non-defaulting Party's rights under this Section and to Cover Costs accrued prior to the termination date are the sole and exclusive remedy of the non-defaulting Party for an Event of Default. The non-defaulting Party shall give notice that a liquidation pursuant to this Section has occurred to the defaulting Party no later than the third Business Day following such liquidation, provided that failure to give such notice shall not affect the validity or enforceability of the liquidation or give rise to any claim by the defaulting Party against the non-defaulting Party.
16.4 Seller may immediately suspend deliveries to Buyer hereunder in the event Buyer has not paid any amount due Seller hereunder on or before the second calendar day following the date such payment is due.
16.5 Each Party reserves to itself all rights, set-offs, counterclaim, and other defenses which it is or may be entitled to arising from or out of the Contract.
16.6 EXCEPT AS EXPRESSLY PROVIDED HEREIN, IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE, EITHER UNDER THIS ARTICLE XVI OR UNDER ANY OTHER TERM OR PROVISION OF THIS CONTRACT, FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES.
ARTICLE XVII FORCE MAJEURE
17.1 Except with regard to a Party's obligation to make payments due under the Contract, neither Party shall be liable to the other for a failure to perform its obligations hereunder, if such failure was caused by Force Majeure. As used herein, the term "Force Majeure" shall mean an unforeseen occurrence or event beyond the control of the Party claiming excuse which partially or entirely prevents that Party's performance of its obligations, except the obligation to make payments due under any transaction.
17.2 Force Majeure shall include but not be limited to the following: (i) physical events such as acts of God, landslides, lightning, earthquakes, fires, storms or storm warnings which result in evacuation of the affected area, floods, washouts, explosions, breakage, or accident, derate, or necessity of repairs to machinery or equipment including Planned, Maintenance, or Forced Outages ("Outages") of the Facility or lines of pipe, weather related events such as hurricanes or freezing or failure of wells or lines of pipe which affects a significant geographic area; (ii) acts of others such as strikes, riots, sabotage, insurrections or wars; (iii) governmental actions such as necessity for compliance with any court order, law, statute, ordinance, or regulation promulgated by a governmental authority having jurisdiction; and (iv) any other causes, whether of the kind herein enumerated or otherwise not reasonably within the control of the affected Party. Seller and Buyer shall make reasonable efforts to avoid Force Majeure and to resolve the event or occurrence once it has occurred in order to resume performance. Force Majeure shall not be based on (i) the loss or change of natural Gas markets; (ii) Buyer's inability economically to use or resell the natural Gas purchased hereunder; (iii) the loss or failure of Seller's supply; or (iv) any economic hardship leading to a breach of firm delivery by Seller, or (v) failure of Seller's non-Firm transportation service unless such failure also excuses performance by Buyer under the PSE&G Contract.
17.3 The Party whose performance is prevented by Force Majeure must provide notice to the other Party. Initial notice may be given orally; however, written notification with particulars of the event or occurrence is required within twenty-four (24) hours. Upon providing written notification of Force Majeure to the other Party, the affected Party will be relieved of its obligation to make or accept, as the case may be, delivery of Gas to the extent and for the duration of Force Majeure and neither Party shall be deemed to have failed in such obligations to the other during such occurrence or event. Upon notification by Buyer to Seller that such outage has been completed, Buyer's obligation to purchase gas shall be restored.
17.4 Neither Party shall be entitled to the benefit of the provisions of Force Majeure to the extent performance is affected from any or all of the following circumstances: (i) the Party claiming excuse failed to remedy the condition and to resume the performance of such covenants or obligations with reasonable dispatch; or (ii) economic hardship.
17.5 Notwithstanding anything to the contrary herein, the Parties agree that the settlement of strikes, lockouts, or other industrial disturbances shall be entirely within the discretion of the Party experiencing such disturbance.
17.6 In no event shall the failure of firm or other transportation or delivery rights of Seller constitute a Force Majeure hereunder unless such firm transportation and delivery rights are curtailed due to reasons beyond the control, and not the fault of, the Seller and such failure also excuses performance by Buyer under the PSE&G Contract. In any such Force Majeure circumstance, Seller shall use reasonable commercial efforts to find an alternative means of transportation or delivery on the most advantageous terms available and shall notify Buyer of such terms, including the price thereof. In the event the use of such alternative means will result in a transportation cost in excess of the transportation costs that would have been incurred by Seller in the absence of such Force Majeure, then Buyer shall have the option to either (i) decline the use of such means in which case Seller shall be relieved of its delivery obligations hereunder so long as and to the extent that it cannot perform its delivery o bligations hereunder due to such Force Majeure event or (ii) accept such alternative means in which case Buyer shall pay the amount of such increased costs. Upon Buyer's request, Seller shall provide Buyer with documentation supporting its efforts to identify alternative means and any cost increases related to the use of such means.
ARTICLE XVIII GOVERNMENTAL REGULATIONS
18.1 This Contract and all provisions herein will be subject to all applicable and valid statutes, rules, orders and regulations of any Federal, State, or local governmental authority having jurisdiction over the Parties, their facilities, or Gas supply, this Contract or any provisions thereof.
ARTICLE XIX DISPUTE RESOLUTION
19.1 In the event a dispute arises between Buyer and Seller, or the successors or assigns of either of the, regarding the application or interpretation of any provision of this Contract, the aggrieved Party shall promptly notify the other Party of its intent to invoke this dispute resolution procedure after such dispute arises. If the Parties shall have failed to resolve the dispute within ten Business Days after delivery of such notice, each Party shall, within five Business Days thereafter nominate a senior officer of its management to meet at a mutually agreed location to resolve the dispute.
19.2 Any controversy under this Contract that is not resolved pursuant to Section 19.1 shall be resolved by a board of arbitration, consisting of three (3) members, upon notice of submission given by either Party, which notice shall also name one (1) arbitrator. The Party receiving such notice, shall, by notice to the other Party within ten (10) days thereafter, name the second (2nd) arbitrator, or failing to do so, the Party giving notice of submission shall name the second (2nd) arbitrator. The two (2) arbitrators so appointed shall name a third (3rd) arbitrator.
19.3 The arbitrators shall be qualified by education, experience and training in the Gas industry to decide upon the particular question in dispute.
19.4 The arbitrators so appointed, after giving the Parties due notice of the date of a hearing and reasonable opportunity to be heard, shall promptly hear the controversy in New York, New York and shall thereafter render their decision determining said controversy no later than ninety (90) Days after such board has been appointed. Any decision requires the support of a majority of the arbitrators. If the board of arbitration is unable to reach such decision, new arbitrators will be named and shall act under this Contract, at the request of either Party, in a like manner as if none had been previously named.
19.5 The decision of the arbitrators shall be rendered in writing and supported by written reasons. The decision of the arbitrators shall be final and binding upon the Parties and will be complied with by the Parties. Each Party shall bear the expenses of its chosen arbitrator, and the expenses of the third (3rd) arbitrator shall be borne equally by the Parties. Each Party shall bear the compensation and expenses of its legal counsel, witnesses, and employees.
ARTICLE XX MISCELLANEOUS
20.1 This Contract shall be binding upon and inure to the benefit of the successors, assigns, personal representatives, and heirs of the respective Parties hereto, and the covenants, conditions, and obligations of this Contract shall run for the full term of this Contract. No assignment of this Contract, in whole or in part, will be made without the prior written consent of the non-assigning Party, which consent will not be unreasonably withheld. Buyer may assign its interests herein to any lender of Buyer or of Buyer's partners or affiliates.
20.2 No waiver of any breach of this Contract shall be held to be a waiver of any other or subsequent breach. All remedies afforded in this Contract shall be taken and construed as cumulative.
20.3 This Contract sets forth all understandings between the Parties respecting the subject matter of each transaction and any prior contracts, understandings and representations, whether oral or written, representing this subject matter are merged into and superseded by the Base Contract and any effective Confirmation(s). This Contract may only be amended in writing.
20.4 This Contract may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. As used herein, the singular of any term shall include the plural.
20.5 The interpretation and performance of this Contract shall be governed by the laws of New York, excluding, however, any conflict of laws rule which would apply the law of another jurisdiction.
20.6 Compliance with the confirmation procedures of Article I satisfies any "writing" requirements imposed under the Uniform Commercial Code or any other applicable contract law.

IN WITNESS WHEREOF, Parties hereto have caused their names to be signed and executed in duplicate on this 26th day of September, 2002.
	NORTH JERSEY ENERGY ASSOCIATES, A LIMITED PARTNERSHIP
	By:	Northeast Energy, LP Its General Partner
	By:	ESI Northeast Energy GP, Inc. Its Administrative General Partner
	By:	MICHAEL LEIGHTON
		Michael Leighton Vice President
	TRACTEBEL ENERGY MARKETING, INC.
	By:	GARY UNDERWOOD
		Gary Underwood President

SCHEDULE 1 - Primary Delivery Point and Alternate Delivery Points

Primary Delivery Point:

"Located at the U.S. side of the International Boundary in Niagara Falls, Erie County, New York at the point known as the Niagara Import Point, at the interconnection between the facilities of TransCanada Pipeline Ltd. (TCPL) and Dominion Transmission Inc. (DTI)".

DTI via Tennessee Gas Pipeline (TGP)
Contract No.: TGP 3369
MDQ: 11,010
Delivery Point Name: Niagara River Purchase
Meter No. 010902
Niagara County, NY

Alternate Delivery Points:

Dominion Transmission Inc.
Contract No.: 200016
MDQ: 11,010
Delivery Point Name: Marilla
Meter No. 40113
Erie County, NY

Transcontinental Gas Pipeline Corporation
Contract No.: .5329
MDQ: 11,395
Delivery Point Name: Leidy - National Fuel
Meter No. 7126
Clinton County, PA

Texas Eastern Transmission Corporation
Contract No.: 330181
MDQ: 5,254
Delivery Point Name: Compressor Station 23 (Chambersburg)
Meter No. 79923
Franklin County, PA

Public Service Electric And Gas Company
Interconnect: Texas Eastern Transmission Corporation
Contract No.: N/A
MDQ: 5,254
Delivery Point Name: Public Service - Linden, NJ
Meter No. 70128
Union County, NJ

Contract No.: N/A
Interconnect: Transcontinental Gas Pipeline Corporation
MDQ: 11,395
Delivery Point Name: Public Service Electric & Gas (PSE&G)
Meter No. 6386
Essex County, NJ

SCHEDULE 2 - PRICE COMPONENT

Z6 NNY - Niagara Basis
Period	Start Date	End Date	Contract $/MMBtu
1	1/1/2003	3/31/2003	$0.747
2	4/1/2003	10/31/2003	$0.260
3	11/1/2003	3/31/2004	$0.376
4	4/1/2004	10/31/2004	$0.069
5	11/1/2004	3/31/2005	$0.460
6	4/1/2005	10/31/2005	$0.162
7	11/1/2005	3/31/2006	$0.464
8	4/1/2006	10/31/2006	$0.165
9	11/1/2006	3/31/2007	$0.469
10	4/1/2007	10/31/2007	$0.168
11	11/1/2007	3/31/2008	$0.473
12	4/1/2008	10/31/2008	$0.168
13	11/1/2008	3/31/2009	$0.470
14	4/1/2009	10/31/2009	$0.168
15	11/1/2009	3/31/2010	$0.470
16	4/1/2010	10/31/2010	$0.168
17	11/1/2010	3/31/2011	$0.470
18	4/1/2011	8/31/2011	$0.168

EXHIBIT A CONFIRMATION
NJEA Sayreville Facility			Date: ___________________________ Transaction Confirmation #: ________________
This Confirmation is subject to the Base Contract between Seller and Buyer dated October 2, 2002. The terms of this Confirmation are binding as provided in the Base Contract.
SELLER: Tractebel Energy Marketing, Inc. 1177 West Loop South, Suite 800 Houston, TX 77027 Attn: Manager, Gas Transmission Phone: (713) 350-1417 Fax: (713) 548-5153 Transporter: __________________________________		BUYER: North Jersey Energy Associates, A Limited Partnership c/o Northeast Energy, LP c/o FPL Energy, LLC 700 Universe Blvd. P.O. Box 14000 Juno Beach, FL 33408 Attn: Nathan E. Hanson, Business Manager Phone: 561-625-7421 Fax: 561-691-7309 Transporter: ___________________________________
Contract Price: $ ________/ MMBtu or ________________________________________________________
Delivery Period: Begin: _________________________, ________ End: __________________________, ________
Performance Obligation and Contract Quantity: (Select One)
Firm (Fixed Quantity):	Firm (Variable Quantity):			Interruptible:
_____ MMBtus/day	_____ MMBtus/day Minimum			Up to _____ MMBtus/day
" EFP _____ MMBtus/day Maximum
	subject to Section 4.2 at election of "Buyer or o Seller
Delivery Point(s): _________________________________________ (If a pooling point is used, list a specific geographic and pipeline location):
Special Conditions:
Seller:		Buyer:
By:		By:
Title:		Title:
Date:		Date:

EX-10

Exhibit 10(d)
GUARANTEE
THIS GUARANTEE (the "Guarantee") is made and entered into this 2nd day of October, 2002 by FPL GROUP CAPITAL, INC., a Florida corporation (the "Guarantor"), in favor of North Jersey Energy Associates, A Limited Partnership (hereinafter the "Guaranteed Party").
WHEREAS, the Guaranteed Party has entered into a Contract for Sale and Purchase of Natural Gas, dated October 2, 2002 (the "Base Contract") with an affiliate of the Guarantor, FPL Energy Power Marketing, Inc. ("Obligor") which provides for the delivery of natural gas by the Guaranteed Party to Obligor under a Firm Performance Obligation (as defined in the Base Contract) and the purchase of such natural gas for a contract price to be determined pursuant to Exhibit B of the Base Contract.
WHEREAS, in consideration for and as an inducement to, the Guaranteed Party's performance of the obligations set forth in the Base Contract, Guarantor has agreed to provide this Guarantee to the Guaranteed Party.
NOW THEREFORE, in consideration of the foregoing, Guarantor agrees as follows:
1. Guarantee. Subject to the terms herein, the Guarantor unconditionally and irrevocably guarantees to the Guaranteed Party, its successors and permitted assigns hereunder, the prompt payment when due of the following amounts, to the extent payable by Obligor under the Base Contract: (A) any Seller's Cover Costs and (B) any amounts due from Obligor to the Guaranteed Party pursuant to Section 15.3 of the Base Contract (all of the foregoing amounts set forth above in clauses (A) and (B) are collectively referred to herein as the "Obligations"); provided, however that notwithstanding anything contained herein to the contrary, the maximum amount for which the Guarantor shall be liable hereunder and the maximum recovery from the Guarantor which may be collected pursuant to the provisions of this Guarantee, shall in no event exceed in the aggregate (whether in principal, interests, costs, expenses, attorney's fees or other sums due), the amount (determined as of the date any claim is made hereunder ) equal to the amount set forth in the attached Schedule "A" for the corresponding time period during which such claim is made, less the aggregate amount theretofore paid by or on behalf of the Guarantor pursuant to the provisions of this Guarantee (as of the date of any determination thereof, the "Maximum Liability"). This Guarantee is a guarantee of payment and not of collection. If Obligor fails to pay any Obligation in full when and as due in accordance with the terms of the Base Contract, the Guarantor will pay in accordance with the terms hereof such Obligation directly for the Guaranteed Party's benefit promptly upon the Guaranteed Party's demand therefor in accordance with the provisions hereof. The Guaranteed Party may proceed against the Guarantor without any collection or other enforcement action against Obligor. This Guarantee extends to and includes all amendments or modifications of the Base Contract which are agreed to in writing by Obligor and the Guaranteed Party. This Guarantee also extends to any assignment or other transfer by Obligor of its interest in or obligations under the Base Contract made in accordance with the terms contained therein.
2. Term. This Guarantee shall become effective upon the execution of the Base Contract and shall remain in full force and effect until the expiration or termination of Obligor's obligations under the Base Contract in accordance with their terms and payment by Obligor of all amounts payable by Obligor thereunder, whether due before, on or after the date of such termination.
3. Nature of Guarantee.
The Guarantor's obligations hereunder with respect to any Obligation shall not be affected by the existence, validity, enforceability, perfection, or extent of any collateral for such Obligations. The Guaranteed Party shall not be obligated to file any claim relating to the obligations owing to it if Obligor becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to exercise rights with respect to, or realize the benefit of, any such collateral shall not affect the Guarantor's obligations hereunder. If any payment to the Guaranteed Party with respect to any Obligation is rescinded or must otherwise be returned for any reason whatsoever, the Guarantor shall remain liable hereunder with respect to such Obligation as if such payment had not been made.
Notwithstanding any provision of this Guarantee to the contrary, the Guarantor shall be entitled to assert all rights and defenses that the Obligor may be entitled to under the Base Contract, including, but not limited to, any setoff or counterclaims to which the Obligor is or may be entitled. Notwithstanding the preceding sentence, the liability of the Guarantor under this Guarantee shall not be affected because of the bankruptcy, insolvency, dissolution or liquidation of the Obligor or the lack of power or authority of the Obligor to enter into the Agreement and to perform its obligations thereunder.
4. Demands and Notice.
(a) The Guaranteed Party shall have the right to enforce this Guarantee against the Guarantor upon the occurrence of any failure by Obligor to pay any Obligations as and when due. The right of the Guaranteed Party to enforce this Guarantee shall be in addition to any other right to enforce the Base Contract by actions taken against Obligor, any other guarantor or party, or by resort to any security held by the Guaranteed Party. In order to make a claim under this Guarantee, the Guaranteed Party must notify the Guarantor in writing of its demand that payment be made by the Guarantor (a "Payment Demand"), and the Guarantor shall, subject to the terms of this Guarantee, pay to the Guaranteed Party in the manner required by the Base Contract the amount set forth in the Payment Demand notice within three (3) Business Days after the date of receipt of such Payment Demand notice by the Guarantor. The notice provisions set forth in this Section 4(a) shall not release or diminish the accrual of late payment interest owed under the Base Contract as a result of nonpayment by Obligor thereunder.
(b) A Payment Demand shall identify the amount and the basis of the demand in reasonable detail, and shall specify that Obligor has failed to pay the Obligation that is the subject of the Payment Demand in full when and as due in accordance with the terms of the Base Contract. Subject to the terms hereof, a Payment Demand conforming to the foregoing requirements shall be sufficient notice to the Guarantor to pay under this Guarantee. Notices under this Guarantee shall be deemed received if sent to the address specified below: (i) on the second Business Day after receipt by Guarantor, if served by express delivery (such as FedEx or DHL), (ii) on the second Business Day after transmission, if served by facsimile transmission (provided that sender has machine confirmation that facsimile was transmitted to the correct fax number listed below), and (iii) solely in the case where notice address specified below or a notice address subsequently provided in writing by the Guarantor is within the Unite d States, three (3) Business Days after mailing, if sent by certified, first-class mail, return receipt requested.
	To Guarantor:	FPL Group Capital, Inc. 700 Universe Boulevard Juno Beach, Florida 33408 Attention: Treasurer Fax: (561) 694-3707
	To Obligor:	FPL Energy Power Marketing, Inc. 11770 US Highway One North Palm Beach, Florida 33408 Attn: Credit Manager Fax: (561) 625-7504
	To the Guaranteed Party:	North Jersey Energy Associates c/o FPL Energy, LLC 700 Universe Blvd. P.O. Box 14000 Juno Beach, FL 33408 Attention: Nathan E. Hanson, Business Manager Fax: (561) 691-7309
Any party may change its address to which notice is given hereunder by providing notice of same in accordance with this Section 4.
5. Consents, Waivers and Renewals. The Guaranteed Party and Obligor may mutually agree in writing to (i) modify the Base Contract, (ii) extend the time of payment or (iii) otherwise modify the terms of payment of any of the Obligations, without in any way impairing or affecting this Guarantee. The Guaranteed Party may resort to the Guarantor for payment of any of the Obligations, whether or not the Guaranteed Party shall have resorted to any collateral security, or shall have proceeded against any other obligor principally or secondarily obligated with respect to any of the Obligations. The Guarantor hereby waives notice of acceptance of this Guarantee, and also presentment, protest and notice of protest or dishonor of any evidences of indebtedness hereby guaranteed. Nothing in this Section 5 shall relieve the Guaranteed Party of its obligation to notify the Guarantor of a claim hereunder as provided in Section 4(a) above.
6. Subrogation. Upon the indefeasible payment in full of the Obligations owing to the Guaranteed Party by the Guarantor pursuant to this Guaranty, the Guarantor shall be subrogated to the rights of the Guaranteed Party against Obligor, and the Guaranteed Party agrees to take at the Guarantor's expense such steps as the Guarantor may reasonably request to implement such subrogation.
7. Representations and Warranties. The Guarantor hereby represents and warrants as of the date hereof that (a) it is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida, and is duly authorized to transact business and is in good standing in each jurisdiction where the failure to so qualify would have a material adverse effect on the performance by the Guarantor of its obligations hereunder; (b) the execution, delivery and performance by the Guarantor of this Guarantee are within its corporate powers have been duly authorized by all necessary corporate action and do not violate the Guarantor's charter or by-laws or any law, order or contractual restriction binding on the Guarantor; (c) this Guarantee has been duly executed and delivered and constitutes the Guarantor's legal, valid and binding obligation, enforceable against it in accordance with its terms (except as enforceability may be limited by bankruptcy, insolve ncy, moratorium and other similar laws affecting enforcement of creditors' rights in general and general principles of equity); (d) the Guarantor has received fair and adequate consideration for its assumption of the liabilities set forth in this Guarantee; (e) no litigation, arbitration or other proceeding against the Guarantor by or before any government authority, court, arbitrator or mediator is in progress, pending or, to the best knowledge of the Guarantor, threatened which calls into question or challenges the validity of this Guarantee or the transactions contemplated hereby; (f) the execution and delivery by the Guarantor of this Guarantee and the performance by the Guarantor of its obligations hereunder do not and will not require, by virtue of any applicable requirement in effect on the date hereof, any approval, consent, permit, license or other authorization of any Person (including any government approvals) which, as of the date hereof, has not been duly obtained, made or taken or whe re the failure to so obtain, make or take would not have a material adverse effect on the financial condition of the Guarantor and its subsidiaries, taken as a whole: and (g) neither the execution, delivery or performance by the Guarantor of this Guarantee, nor compliance by it with the terms and provisions hereof (i) will contravene any order, writ, injunction or decree of any court or governmental instrumentality applicable to it or (ii) will conflict or be inconsistent with or result in any breach of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any lien upon any of the property or assets of the Guarantor pursuant to, the terms of any indenture, mortgage, deed of trust, credit agreement, loan agreement or any other material agreements, contract or instrument to which the Guarantor is a party or by which it or any of its property or assets is bound, which, in the case of any of the circumstances described in subclauses (i) or (ii) of this clause (g), would have a material adverse effect on the financial condition of the Guarantor and its subsidiaries, taken as a whole.
8. Assignment. This Guarantee may not be assigned by either party without the prior written consent of the other party, and any purported assignment without such consent shall be null and void.
9. Miscellaneous. All capitalized terms not defined herein shall have the meanings set forth in the Base Contract. No provision of this Guarantee may be amended or waived except by a written instrument executed by the Guarantor and the Guaranteed Party. This Guarantee shall bind and benefit the successors and permitted assigns of the Guarantor and the Guaranteed Party. This Guarantee shall not be deemed to benefit any person except the Guaranteed Party and its successors and permitted assigns. Should any one or more provisions of this Guarantee be determined to be unenforceable, all other provisions nevertheless shall remain effective. This Guarantee shall be construed in accordance with the laws of the State of New York, excluding its choice of law provisions that would require the application of laws of a jurisdiction other than such State. No failure or delay on the part of the Guaranteed Party in exercising any right, power or privilege hereunder and no course of dealing between th e Guarantor and the Guaranteed Party shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege. This Guarantee constitutes the sole and entire agreement between the Guarantor and the Guaranteed Party with respect to the subject matter hereof and supersedes and replaces any and all prior agreements, understandings, negotiations or correspondence between them with respect thereto, including without limitation any and all prior guaranty agreements executed by the Guarantor in favor of the Guaranteed Party with respect to any or all of the Obligations. The rights, powers and remedies herein expressly provided are cumulative and not exclusive of any rights, powers or remedies the Guaranteed Party would otherwise have.
10. Enforcement Rights. Any reasonable costs incurred by or on behalf of the Guaranteed Party enforcing its rights hereunder (including, without limitation, court costs and reasonable attorneys' fees) in connection with its enforcement of this Guarantee shall be paid by the Guarantor; provided, however, that the Guarantor shall not be liable for any such costs of the Guaranteed Party if no payment under this Guarantee is due.
11. Jurisdiction. The guarantor, for itself and its successors, hereby irrevocably (a) agrees that any legal or equitable action, suit or proceeding against the Guarantor arising out of or relating to this Guarantee or any transaction contemplated hereby or the subject matter of any of the foregoing may be instituted in any state or federal court in the State of New York, (b) waives any objection which it may now or hereafter have to the venue of any action, suit or proceeding, and (c) irrevocably submits itself to the nonexclusive jurisdiction of any state or federal court of competent jurisdiction in the State of New York for purposes of any such action, suit or proceeding. Service of process upon the Guarantor shall be made in person at the address listed in Section 4(b) or, if the Guarantor is located outside of the United States, by service upon Guarantor's process agent in New York, New York, as specified by written notice of the Guarantor to the Guaranteed Party.
12. Waiver of Jury Trial. THE GUARANTOR AND THE GUARANTEED PARTY EACH IRREVOCABLY AND UNCONDITIONALLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY LEGAL OR EQUITABLE ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTEE, THE BASE CONTRACT, OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY OR THE SUBJECT MATTER OF ANY OF THE FOREGOING.

IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to be executed and delivered this Guaranty by its duly authorized officer as of the date first above written.
			FPL GROUP CAPITAL, INC,
		By:	/s/ Paul Cutler
			Name: Paul I. Cutler
			Title: Assistant Treasurer
Acknowledged and Agreed: NEW JERSEY ENERGY ASSOCIATES, A Limited Partnership
By:	/s/ Michael L. Leighton
	Name: Michael L. Leighton
	Title: Vice President

SCHEDULE "A"
	Time Period:	Amount:
	January 1, 2003 -- December 31, 2003	$	11,300,000
	January 1, 2004 -- December 31, 2004	$	10,200,000
	January 1, 2005 -- December 31, 2005	$	9,100,000
	January 1, 2006 -- December 31, 2006	$	7,900,000
	January 1, 2007 -- December 31, 2007	$	6,700,000
	January 1, 2008 -- December 31, 2008	$	5,400,000
	January 1, 2009 -- December 31, 2009	$	4,000,000
	January 1, 2010 -- December 31, 2010	$	2,600,000
	After December 31, 2010	$	2,000,000

EX-10

Exhibit 10(e)
GUARANTY
This is a guaranty (the "Guaranty"), dated this 2nd day of October, 2002, given by Tractebel S.A., a corporation organized under the laws of Belgium (the "Guarantor"), in favor of North Jersey Energy Associates, A Limited Partnership, a limited partnership organized under the laws of New Jersey (the "Beneficiary").
1. Guaranty
In consideration of the Beneficiary entering into the Base Contract for Sale and Purchase of Natural Gas, by and between Tractebel Energy Marketing, Inc. (the "Company"), an affiliate of Guarantor, and Beneficiary, (hereinafter referred to as the "Agreement"), the Guarantor irrevocably and unconditionally guarantees to the Beneficiary, its successors and permitted assigns, the prompt payment when due, of all present and future obligations and liabilities of all kinds of the Company to the Beneficiary arising out of the Agreement (hereinafter referred to as the "Obligations") and all costs and expenses relating to the enforcement of this Guaranty, including reasonable attorney's fees; provided, however, that the Guarantor shall not be liable for any costs or expenses of the Beneficiary if no payment under this Guaranty is due. To the extent that the Company shall fail to pay any Obligations, Guarantor shall promptly pay to the Beneficiary the amount due, subject to any applicable grace period and upon demand in writing from the Beneficiary to the Guarantor (without prejudice to Section 9 hereof). Any demand for payment shall reasonably and briefly specify in what manner and what amount the Company has failed to pay and an explanation of why such payment is due, with a specific statement that the Beneficiary is calling upon Guarantor to pay under this Guaranty. Notwithstanding anything contained herein to the contrary, the aggregated amount covered by this Guaranty in favor of the Beneficiary, whether in principal, interests, costs, expenses, attorney's fees or other sums due, on any particular date on which an Obligation is due and payable by the Company under the Agreement (without regard to any dispute related thereto), shall not exceed the Amount applicable to the Time Period during which such date occurs, as set forth on the attached Schedule "A".
2. Nature of Guaranty
The Guarantor's obligations hereunder shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any instrument evidencing any Obligations, or by the existence, validity, enforceability, perfection, or extent of any collateral therefor or by any other event, occurrence or circumstances which might otherwise constitute a legal or equitable discharge or defense of a guarantor or surety except as provided in Section 9 hereof. This Guaranty constitutes a guaranty of payment when due and not of collection. If any payment of the Company in respect of the Obligations is rescinded or must otherwise be returned for any reason whatsoever, the Guarantor shall remain liable hereunder in respect to such Obligations as if such payment had not been made.
3. Consents, Waivers and Renewals
The Guarantor agrees that the Beneficiary may at any time and from time to time, either before or after maturity thereof, without notice to or further consent of the Guarantor, extend the time of payment of, exchange or surrender any collateral for, or renew any of the Obligations, and may also make any agreement with the Company or with any other party to or person liable on any of the Obligations, or interested therein, for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Beneficiary and the Company or any such other party or person, without in any way impairing or affecting this Guaranty. The Guarantor agrees that the Beneficiary may resort to the Guarantor for payment of any of the Obligations, whether or not the Beneficiary shall have resorted to any collateral security, or shall have proceeded against any other obligor principally or secondarily obligated with respect to any of th e Obligations.
4. Subrogation
The Guarantor will not exercise any rights which it may acquire by way of subrogation until all Obligations to the Beneficiary shall have been paid in full. Subject to the foregoing, upon payment of all the Obligations, the Guarantor shall be subrogated to the rights of the Beneficiary against the Company, and the Beneficiary agrees to take at the Guarantor's expense, such steps as the Guarantor may reasonably request to implement such subrogation.
5. No Waiver; Cumulative Rights
No failure on the part of the Beneficiary to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by the Beneficiary of any right, remedy or power hereunder preclude any other future exercise of any right, remedy or power. Each and every right, remedy and power hereby granted to the Beneficiary or allowed it by law or other agreement shall be cumulative and not exclusive of any other, and may be exercised by the Beneficiary from time to time.
6. Waiver of Notice
The Guarantor waives notice of the acceptance of this Guaranty, notice of dishonor, presentment and demand, except as set forth in Section 1, notice of any sale of collateral security and all other notices whatsoever.
7. Representations and Warranties
(a) The Guarantor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has full corporate power to execute, deliver and perform this Guaranty.
(b) The execution, delivery and performance of the Guaranty have been and remain duly authorized by all necessary corporate action and do not contravene any provision of law or the Guarantor's constitutional documents or any contractual restriction binding on the Guarantor or its assets.
(c) This Guaranty constitutes the legal, valid and binding obligation of the Guarantor enforceable against Guarantor in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditor's rights and to general equity principles.
8. Limitations
The liability of Guarantor under this Guaranty shall be and is specifically limited to payments expressly required to be made under the Agreement or this Guaranty. EXCEPT TO THE EXTENT SPECIFICALLY PROVIDED IN THE AGREEMENT OR THIS GUARANTY, IN NO EVENT SHALL GUARANTOR BE SUBJECT TO CONSEQUENTIAL, EXEMPLARY, EQUITABLE, LOSS OF PROFITS, PUNITIVE, TORT, OR ANY OTHER DAMAGES, COSTS OR EXPENSES.
9. Setoff and Counterclaims
Without limiting Guarantor's own defenses and rights hereunder, Guarantor reserves to itself all rights, setoffs, counterclaims and other defenses to which Guarantor, the Company or any other affiliate of Guarantor is or may be entitled to arising from or out of the Agreement except for defenses arising out of the bankruptcy, insolvency, dissolution or liquidation of the Company.
10. Term
This Guaranty shall become effective upon the execution of the Agreement and shall remain in full force and effect until the expiration or termination of the Company's obligations under the Agreement in accordance with its terms and payment by the Company of all amounts payable by the Company thereunder, whether due before, on or after the date of termination of such Agreement.
11. Assignment
Neither Guarantor nor the Beneficiary may assign its rights, interest or obligations hereunder to any other person without the prior written consent of the Guarantor or the Beneficiary, as the case may be.
12. Notices
All notices or other communications in respect of this Guaranty shall be in writing, shall be given by facsimile (except for a demand for payment and a termination notice), hand delivery or registered mail (return receipt requested) and addressed or directed as follows.
If to the Guarantor: Tractebel S.A. Attention: Peter Verbiest Place du Tròne 1 1000 Brussels BELGIUM Fax: 32 2 510 76 90		If to the Beneficiary: North Jersey Energy Associates, A Limited Partnership c/o FPL Energy, LLC 700 Universe Boulevard P. O. Box 14000 Juno Beach, FL 33408 Attention: Nathan E. Hanson, Business Manager Fax: (561) 691-7309
or such other address as the Guarantor or the Beneficiary shall from time to time specify.
13. Governing Law and Jurisdiction
THIS GUARANTY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. Guarantor and Beneficiary, by its execution hereof, submit to the non-exclusive jurisdiction of the courts of the State of New York and of the United States of America sitting in New York, New York in connection with any action or proceeding relating to this Guaranty.
14. Waiver of Jury Trial
The Guarantor and the Beneficiary hereby waive all rights to trial by jury in any action, proceeding or counterclaim arising out of or relating to this Guaranty.
15. Entire Agreement
This Guaranty constitutes the entire agreement, and supersedes all prior written agreements and understandings, and oral agreements, between Guarantor and Beneficiary with respect to the subject matter hereof.
IN WITNESS WHEREOF, the Guarantor has caused its duly authorized officers to execute and deliver this Guaranty as of the date first above written.
By:	/s/ Ph. Soumoy	By:	/s/ D. Beeuwsaert
Name: Ph. Soumoy		Name: D. Beeuwsaert
Title: Director of the Finance Department		Title: Chief Executive Officer TBL-EGI

SCHEDULE "A"
	Time Period:	Amount:
	January 1, 2003 -- December 31, 2003	$	11,300,000
	January 1, 2004 -- December 31, 2004	$	10,200,000
	January 1, 2005 -- December 31, 2005	$	9,100,000
	January 1, 2006 -- December 31, 2006	$	7,900,000
	January 1, 2007 -- December 31, 2007	$	6,700,000
	January 1, 2008 -- December 31, 2008	$	5,400,000
	January 1, 2009 -- December 31, 2009	$	4,000,000
	January 1, 2010 -- December 31, 2010	$	2,600,000
	After December 31, 2010	$	2,000,000

EX-99

Exhibit 99(a)
ESI TRACTEBEL FUNDING CORP. (the registrant) Certification Of Periodic Report
I, James L. Robo, President (equivalent to the Chief Executive Officer) of ESI Tractebel Funding Corp. certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)	the Quarterly Report on Form 10-Q of the registrant for the quarterly period ended September 30, 2002 (the "Report") fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the registrant.
Dated: November 13, 2002
		JAMES L. ROBO
		James L. Robo President (equivalent to the Chief Executive Officer) ESI Tractebel Funding Corp.

EX-99

Exhibit 99(b)
ESI TRACTEBEL FUNDING CORP. (the registrant) Certification Of Periodic Report
I, Robert L. McGrath, Treasurer (equivalent to the Chief Financial Officer) of ESI Tractebel Funding Corp. certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)	the Quarterly Report on Form 10-Q of the registrant for the quarterly period ended September 30, 2002 (the "Report") fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the registrant.
Dated: November 13, 2002
		ROBERT L. MCGRATH
		Robert L. McGrath Treasurer (equivalent to the Chief Financial Officer) ESI Tractebel Funding Corp.

EX-99

Exhibit 99(c)
ESI TRACTEBEL ACQUISITION CORP. (the registrant) Certification Of Periodic Report
I, James L. Robo, President (equivalent to the Chief Executive Officer) of ESI Tractebel Acquisition Corp. certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)	the Quarterly Report on Form 10-Q of the registrant for the quarterly period ended September 30, 2002 (the "Report") fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the registrant.
Dated: November 13, 2002
		JAMES L. ROBO
		James L. Robo President (equivalent to the Chief Executive Officer) ESI Tractebel Acquisition Corp.

EX-99

Exhibit 99(d)
ESI TRACTEBEL ACQUISITION CORP. (the registrant) Certification Of Periodic Report
I, Robert L. McGrath, Treasurer (equivalent to the Chief Financial Officer) of ESI Tractebel Acquisition Corp. certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)	the Quarterly Report on Form 10-Q of the registrant for the quarterly period ended September 30, 2002 (the "Report") fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the registrant.
Dated: November 13, 2002
		ROBERT L. MCGRATH
		Robert L. McGrath Treasurer (equivalent to the Chief Financial Officer) ESI Tractebel Acquisition Corp.

EX-99

Exhibit 99(e)
NORTHEAST ENERGY ASSOCIATES, A LIMITED PARTNERSHIP (the registrant) Certification Of Periodic Report
I, James L. Robo, President of ESI Northeast Energy GP, Inc. (equivalent to the Chief Executive Officer of registrant) as Administrative General Partner of Northeast Energy Associates, a limited partnership certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)	the Quarterly Report on Form 10-Q of the registrant for the quarterly period ended September 30, 2002 (the "Report") fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the registrant.
Dated: November 13, 2002
		JAMES L. ROBO
		James L. Robo President (equivalent to the Chief Executive Officer) ESI Northeast Energy GP, Inc. as Administrative General Partner of Northeast Energy Associates, a limited partnership

EX-99

Exhibit 99(f)
NORTHEAST ENERGY ASSOCIATES, A LIMITED PARTNERSHIP (the registrant) Certification Of Periodic Report
I, Robert L. McGrath, Vice President and Treasurer of ESI Northeast Energy GP, Inc. (equivalent to the Chief Financial Officer of registrant) as Administrative General Partner of Northeast Energy Associates, a limited partnership certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)	the Quarterly Report on Form 10-Q of the registrant for the quarterly period ended September 30, 2002 (the "Report") fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the registrant.
Dated: November 13, 2002
		ROBERT L. MCGRATH
		Robert L. McGrath Vice President and Treasurer (equivalent to the Chief Financial Officer) ESI Northeast Energy GP, Inc. as Administrative General Partner of Northeast Energy Associates, a limited partnership

EX-99

Exhibit 99(g)
NORTH JERSEY ENERGY ASSOCIATES, A LIMITED PARTNERSHIP (the registrant) Certification Of Periodic Report
I, James L. Robo, President of ESI Northeast Energy GP, Inc. (equivalent to the Chief Executive Officer of registrant) as Administrative General Partner of North Jersey Energy Associates, a limited partnership certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)	the Quarterly Report on Form 10-Q of the registrant for the quarterly period ended September 30, 2002 (the "Report") fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the registrant.
Dated: November 13, 2002
		JAMES L. ROBO
		James L. Robo President (equivalent to the Chief Executive Officer) ESI Northeast Energy GP, Inc. as Administrative General Partner of North Jersey Energy Associates, a limited partnership

EX-99

Exhibit 99(h)
NORTH JERSEY ENERGY ASSOCIATES, A LIMITED PARTNERSHIP (the registrant) Certification Of Periodic Report
I, Robert L. McGrath, Vice President and Treasurer of ESI Northeast Energy GP, Inc. (equivalent to the Chief Financial Officer of registrant) as Administrative General Partner of North Jersey Energy Associates, a limited partnership certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)	the Quarterly Report on Form 10-Q of the registrant for the quarterly period ended September 30, 2002 (the "Report") fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the registrant.
Dated: November 13, 2002
		ROBERT L. MCGRATH
		Robert L. McGrath Vice President and Treasurer (equivalent to the Chief Financial Officer) ESI Northeast Energy GP, Inc. as Administrative General Partner of North Jersey Energy Associates, a limited partnership

EX-99

Exhibit 99(i)
NORTHEAST ENERGY, LP (the registrant) Certification Of Periodic Report
I, James L. Robo, President of ESI Northeast Energy GP, Inc. (equivalent to the Chief Executive Officer of registrant) as Administrative General Partner of Northeast Energy, LP certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)	the Quarterly Report on Form 10-Q of the registrant for the quarterly period ended September 30, 2002 (the "Report") fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the registrant.
Dated: November 13, 2002
		JAMES L. ROBO
		James L. Robo President (equivalent to the Chief Executive Officer) ESI Northeast Energy GP, Inc. as Administrative General Partner of Northeast Energy, LP

EX-99

Exhibit 99(j)
NORTHEAST ENERGY, LP (the registrant) Certification Of Periodic Report
I, Robert L. McGrath, Vice President and Treasurer of ESI Northeast Energy GP, Inc. (equivalent to the Chief Financial Officer of registrant) as Administrative General Partner of Northeast Energy, LP certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)	the Quarterly Report on Form 10-Q of the registrant for the quarterly period ended September 30, 2002 (the "Report") fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the registrant.
Dated: November 13, 2002
		ROBERT L. MCGRATH
		Robert L. McGrath Vice President and Treasurer (equivalent to the Chief Financial Officer) ESI Northeast Energy GP, Inc. as Administrative General Partner of Northeast Energy, LP