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 June 30, 2003 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 Organization, 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 [   ]
Indicate by check mark whether the registrants are accelerated filers (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes  [   ]    No  [X]
APPLICABLE ONLY TO CORPORATE ISSUERS:
As of July 31, 2003, there were issued and outstanding 10,000 shares of ESI Tractebel Funding Corp.'s common stock. As of July 31, 2003, 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," "believe," "could," "estimated," "may," "plan," "potential," "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 output of certain facilities or the use of certain fuels required for the production of electricity and/or increase costs. There are significant capital, 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 or pipelines, use of new technology, 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 the absence of actively quoted market prices and pricing information from external sources, the valuation of these derivative instruments involves management's judgment or use of estimates. As a result, changes in the underlying assumptions or use of alternative valuation methods could affect the value of the reported fair value of these contracts.
·	In addition to risks discussed elsewhere, risk factors specifically affecting the registrants' success include the ability to efficiently operate generating assets, the successful and timely completion of project restructuring activities, 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' results of operations can be affected by changes in the weather. Severe weather can be destructive, causing outages and/or property damage, which could require additional costs to be incurred.
·	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, accounting standards, securities laws or corporate governance requirements.
·	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, terrorist 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 PARTNERSHIP) AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Thousands of Dollars)
(Unaudited)

						June 30, 2003		December 31, 2002
ASSETS
Current assets:
	Cash and cash equivalents					$	45,713	$	45,878
	Accounts receivable						61,707		42,632
	Due from related party						3,031		1,623
	Spare parts inventories						11,360		9,735
	Fuel inventories						5,433		7,832
	Prepaid expenses and other current assets						12,736		7,900
				Total current assets			139,980		115,600
Non-current assets:
		Deferred debt issuance costs (net of accumulated amortization of $3,365 and $3,067, respectively)					3,595		3,893
		Land					4,712		4,712
		Cogeneration facilities and carbon dioxide facility (net of accumulated depreciation of $118,464 and $108,583, respectively)					400,628		410,509
		Power purchase agreements (net of accumulated amortization of $289,406 and $260,595, respectively)					599,350		628,161
		Other assets					6		7
					Total non-current assets		1,008,291		1,047,282
TOTAL ASSETS						$	1,148,271	$	1,162,882
LIABILITIES AND PARTNERS' EQUITY
Current liabilities:
	Current portion of notes payable - the Funding Corp.					$	26,191	$	23,818
	Current portion of note payable - the Acquisition Corp.						8,800		8,800
	Accounts payable						13,444		16,689
	Due to related parties						15,320		7,425
	Other accrued expenses						9,938		8,495
			Total current liabilities				73,693		65,227
Non-current liabilities:
		Deferred credit - fuel contract					153,673		161,039
		Notes payable - the Funding Corp.					337,932		352,214
		Note payable - the Acquisition Corp.					198,000		202,400
		Energy bank and other liabilities					115,008		146,868
		Lease payable					827		878
					Total non-current liabilities		805,440		863,399
COMMITMENTS AND CONTINGENCIES
Partners' equity:
	General partners						5,018		4,482
	Limited partners						252,807		226,571
	Accumulated other comprehensive income						11,313		3,203
			Total partners' equity				269,138		234,256
TOTAL LIABILITIES AND PARTNERS' EQUITY						$	1,148,271	$	1,162,882

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, 2002 (2002 Form 10-K) for NE LP and Subsidiaries.

NORTHEAST ENERGY, LP (A PARTNERSHIP) AND SUBSIDIARIES

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

					Three Months Ended June 30,					Six Months Ended June 30,
					2003			2002			2003			2002
REVENUES				$	99,297		$	90,547		$	207,518		$	192,944
COSTS AND EXPENSES (INCOME):
	Fuel				47,583			40,745			99,834			89,507
	Operations and maintenance				3,744			3,913			7,105			7,348
	Depreciation and amortization				19,443			18,915			38,692			37,829
	General and administrative				2,133			2,064			4,752			3,972
	Gain on energy bank settlement				-			-			(11,112	)		-
			Total costs and expenses		72,903			65,637			139,271			138,656
OPERATING INCOME					26,394			24,910			68,247			54,288
OTHER EXPENSE (INCOME):
		Amortization of debt issuance costs			150			157			298			313
		Interest expense			16,396			17,337			32,824			34,857
		Interest income			(253	)		(223	)		(378	)		(401	)
		Other income			(96	)		-			(201	)		-
		Change in fair value of derivatives			861			(17	)		3,428			(3,478	)
			Total other expense - net		17,058			17,254			35,971			31,291
NET INCOME				$	9,336		$	7,656		$	32,276		$	22,997

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

			Six Months Ended June 30,
				2003			2002
NET CASH PROVIDED BY OPERATING ACTIVITIES			$	21,648		$	60,762
CASH FLOWS FROM INVESTING ACTIVITIES:
	Capital expenditures			-			(1,757	)
		Net cash used in investing activities		-			(1,757	)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Principal payment on the Funding Corp. notes			(11,909	)		-
	Principal payment on the Acquisition Corp. note			(4,400	)		-
	Distributions to partners			(5,504	)		(30,878	)
		Net cash used in financing activities		(21,813	)		(30,878	)
Net increase (decrease) in cash and cash equivalents				(165	)		28,127
Cash and cash equivalents at beginning of period				45,878			45,003
Cash and cash equivalents at end of period			$	45,713		$	73,130

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 2002 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)

						June 30, 2003		December 31, 2002
ASSETS
Current assets:
	Cash and cash equivalents					$	44,778	$	44,943
	Accounts receivable						61,707		42,632
	Due from related party						3,031		1,616
	Spare parts inventories						11,360		9,735
	Fuel inventories						5,433		7,832
	Prepaid expenses and other current assets						12,722		7,892
				Total current assets			139,031		114,650
Non-current assets:
		Land					4,712		4,712
		Cogeneration facilities and carbon dioxide facility (net of accumulated depreciation of $118,464 and $108,583, respectively)					400,628		410,509
		Power purchase agreements (net of accumulated amortization of $289,406 and $260,595, respectively)					599,350		628,161
		Other assets					6		7
					Total non-current assets		1,004,696		1,043,389
TOTAL ASSETS						$	1,143,727	$	1,158,039
LIABILITIES AND PARTNERS' EQUITY
Current liabilities:
	Current portion of notes payable - the Funding Corp.					$	26,191	$	23,818
	Accounts payable						13,444		16,689
	Due to related parties						15,080		7,430
	Other accrued expenses						9,938		8,495
			Total current liabilities				64,653		56,432
Non-current liabilities:
		Deferred credit - fuel contract					153,673		161,039
		Notes payable - the Funding Corp.					337,932		352,214
		Energy bank and other liabilities					114,856		146,716
		Lease payable					827		878
					Total non-current liabilities		607,288		660,847
COMMITMENTS AND CONTINGENCIES
Partners' equity:
	General partners						4,605		4,376
	Limited partners						455,868		433,181
	Accumulated other comprehensive income						11,313		3,203
			Total partners' equity				471,786		440,760
TOTAL LIABILITIES AND PARTNERS' EQUITY						$	1,143,727	$	1,158,039

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 2002 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 June 30,						Six Months Ended June 30,
				2003			2002			2003			2002
REVENUES				$	99,536		$	90,547		$	207,757		$	192,944
COSTS AND EXPENSES (INCOME):
	Fuel				47,583			40,745			99,834			89,507
	Operations and maintenance				3,744			3,913			7,105			7,348
	Depreciation and amortization				19,443			18,915			38,692			37,829
	General and administrative				2,129			2,064			4,748			3,972
	Gain on energy bank settlement				-			-			(11,112	)		-
			Total costs and expenses		72,899			65,637			139,267			138,656
OPERATING INCOME					26,637			24,910			68,490			54,288
OTHER EXPENSE (INCOME):
		Interest expense			12,099			12,943			24,308			26,068
		Interest income			(232	)		(182	)		(357	)		(357	)
		Other income			(101	)		-			(209	)		-
		Change in fair value of derivatives			861			(17	)		3,428			(3,478	)
			Total other expense - net		12,627			12,744			27,170			22,233
NET INCOME				$	14,010		$	12,166		$	41,320		$	32,055

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

			Six Months Ended June 30,
			2003			2002
NET CASH PROVIDED BY OPERATING ACTIVITIES			$	41,260		$	60,719
CASH FLOWS FROM INVESTING ACTIVITIES:
	Capital expenditures			-			(1,757	)
		Net cash used in investing activities		-			(1,757	)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Principal payment on the Funding Corp. notes			(11,909	)		-
	Distributions to partners			(29,516	)		(44,067	)
		Net cash used in financing activities		(41,425	)		(44,067	)
Net increase (decrease) in cash and cash equivalents				(165	)		14,895
Cash and cash equivalents at beginning of period				44,943			43,969
Cash and cash equivalents at end of period			$	44,778		$	58,864
SUPPLEMENTAL SCHEDULE OF NONCASH FINANCING ACTIVITIES
	Assumption of liability by parent company		$	11,112		$	-

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 2002 Form 10-K for NEA and NJEA.

ESI TRACTEBEL FUNDING CORP.

CONDENSED BALANCE SHEETS
(Thousands of Dollars)
(Unaudited)

			June 30, 2003		December 31, 2002
ASSETS
Current assets:
	Cash		$	1	$	1
	Current portion of notes receivable from the Partnerships			26,191		23,818
		Total current assets		26,192		23,819
Notes receivable from the Partnerships				337,932		352,214
TOTAL ASSETS			$	364,124	$	376,033
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
	Current portion of debt securities payable		$	26,191	$	23,818
Debt securities payable				337,932		352,214
COMMITMENTS AND CONTINGENCIES
Stockholders' equity:
	Common stock, no par value, 10,000 shares authorized, issued and outstanding			1		1
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY			$	364,124	$	376,033

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

	Three Months Ended June 30,						Six Months Ended June 30,
	2003			2002			2003			2002
Interest income	$	8,954		$	9,478		$	17,909		$	18,957
Interest expense		(8,954	)		(9,478	)		(17,909	)		(18,957	)
NET INCOME	$	-		$	-		$	-		$	-

These reports should be read in conjunction with the Notes to Condensed Financial Statements herein and the Notes to Financial Statements appearing in the 2002 Form 10-K for the Funding Corp.

ESI TRACTEBEL FUNDING CORP.

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

			Six Months Ended June 30,
			2003			2002
NET CASH PROVIDED BY OPERATING ACTIVITIES			$	-		$	-
CASH FLOWS FROM INVESTING ACTIVITIES:
	Principal payment received from the Partnerships			11,909			-
		Net cash provided by investing activities		11,909			-
CASH FLOWS FROM FINANCING ACTIVITIES:
	Principal payment on debt			(11,909	)		-
		Net cash used in financing activities		(11,909	)		-
Net increase in cash				-			-
Cash at beginning of period				1			1
Cash at end of period			$	1		$	1

This report should be read in conjunction with the Notes to Condensed Financial Statements herein and the Notes to Financial Statements appearing in the 2002 Form 10-K for the Funding Corp.

ESI TRACTEBEL ACQUISITION CORP.

CONDENSED BALANCE SHEETS
(Thousands of Dollars)
(Unaudited)

				June 30, 2003		December 31, 2002
ASSETS
Current assets:
	Current portion of note receivable from NE LP			$	8,800	$	8,800
Non-current assets:
	Due from NE LP				152		152
	Note receivable from NE LP				198,000		202,400
			Total non-current assets		198,152		202,552
TOTAL ASSETS				$	206,952	$	211,352
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
	Income taxes payable			$	25	$	23
	Current portion of debt securities payable				8,800		8,800
		Total current liabilities			8,825		8,823
Non-current liabilities:
	Debt securities payable				198,000		202,400
	Other				79		85
			Total non-current liabilities		198,079		202,485
COMMITMENTS AND CONTINGENCIES
Stockholders' equity:
	Common stock, $.10 par value, 100 shares authorized, 20 shares issued and outstanding				-		-
	Retained earnings				48		44
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY				$	206,952	$	211,352

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

	Three Months Ended June 30,						Six Months Ended June 30,
	2003			2002			2003			2002
Interest income	$	4,218		$	4,394		$	8,437		$	8,789
Interest expense		(4,215	)		(4,391	)		(8,431	)		(8,782	)
Income before income taxes		3			3			6			7
Income tax expense		(1	)		(1	)		(2	)		(2	)
NET INCOME	$	2		$	2		$	4		$	5

These reports should be read in conjunction with the Notes to Condensed Financial Statements herein and the Notes to Financial Statements appearing in the 2002 Form 10-K for the Acquisition Corp.

ESI TRACTEBEL ACQUISITION CORP.

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

			Six Months Ended June 30,
			2003			2002
NET CASH PROVIDED BY OPERATING ACTIVITIES			$	-		$	-
CASH FLOWS FROM INVESTING ACTIVITIES:
	Principal payment received from NE LP			4,400			-
		Net cash provided by investing activities		4,400			-
CASH FLOWS FROM FINANCING ACTIVITIES:
	Principal payment on debt			(4,400	)		-
		Net cash used in financing activities		(4,400	)		-
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 2002 Form 10-K for the Acquisition Corp.

NORTHEAST ENERGY, LP (A 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 2002 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 prior year's consolidated and combined 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, 2002	$	1,158	$	114,666	$	115,824	$	3,218	$	318,515	$	321,733	$	4,376	$	433,181	$	437,557	(a)
Balances, June 30, 2003	$	1,440	$	142,590	$	144,030	$	3,165	$	313,278	$	316,443	$	4,605	$	455,868	$	460,473	(b)

(a)	Exclusive of accumulated other comprehensive income of $3,203.
(b)	Exclusive of accumulated other comprehensive income of $11,313.

2. Accounting for Derivative Instruments and Hedging Activities

Accumulated other comprehensive income is separately displayed in NE LP's and the Partnerships' balance sheets. Included in NE LP's and the Partnerships' accumulated other comprehensive income at June 30, 2003 is approximately $11.3 million of net unrealized gains associated with cash flow hedges of forecasted fuel purchases through December 2004, all of which are expected to be reclassified into earnings within the next twelve months. NE LP and the Partnerships reclassified a net gain of approximately $5.9 million and $12.1 million into earnings from accumulated other comprehensive income for the three and six months ended June 30, 2003, respectively. The effective portion of the net gain/(loss) on cash flow hedges included within other comprehensive income was a net gain of approximately $6.4 million and a net loss of approximately $0.4 million for the three months ended June 30, 2003 and 2002, respectively. The effective portion of the net gain on cash flow hedges included within other comprehensive income was approximately $20.2 million and $6.7 million for the six months ended June 30, 2003 and 2002, respectively.

In April 2003, the Financial Accounting Standards Board (FASB) issued Financial Accounting Standard No. (FAS) 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities," which amends FAS 133 to formally incorporate certain conclusions reached by the Derivatives Implementation Group. For implementation issues that were modified in the amendment process, the new guidance will be applied prospectively for contracts entered into or modified after June 30, 2003. The registrants are evaluating the effects, if any, the modifications would have on their financial statements.

3. Comprehensive Income

Comprehensive income 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 $0.5 million and $(2.7) million for the three months ended June 30, 2003 and 2002, respectively, and approximately $8.1 million and $4.5 million for the six months ended June 30, 2003 and 2002, respectively.

	Three Months Ended June 30,				Six Months Ended June 30,
	2003		2002		2003		2002
	(Thousands of Dollars)
NE LP	$	9,812	$	4,909	$	40,386	$	27,490
The Partnerships	$	14,486	$	9,419	$	49,430	$	36,548

4. Commitments and Contingencies

The long-term contractual obligations of NE LP and the Partnerships at June 30, 2003 were as follows:

NE LP AND THE PARTNERSHIPS
June 30, 2003
(Thousands of Dollars)

		2003		2004 - 05		2006 - 07		Thereafter		Total
CONTRACTUAL OBLIGATIONS
Long-term debt		$	16,309	$	91,513	$	141,861	$	321,240	$	570,923
Operating leases			126		534		582		1,395		2,637
Other long-term obligations:
Energy bank liability			-		-		-		111,645		111,645
Administrative agreement(a)			300		1,200		1,200		6,000		8,700
O&M agreement(a)			750		3,000		3,000		12,000		18,750
Fuel management agreement(a)			450		1,800		1,800		13,500		17,550
Total contractual obligations		$	17,935	$	98,047	$	148,443	$	465,780	$	730,205
(a)	Represents the minimum obligation under the terms of the agreement. The minimum obligation is subject to an annual inflation factor adjustment, which is excluded from the minimum obligation.
In February 2003, NJEA reached an agreement to modify the gas index used for calculating the energy price in an existing power purchase agreement with a New Jersey utility. The modification was necessary because the original index described in the power purchase agreement no longer existed at August 14, 2002. The new index rate, effective as of August 14, 2002 and adjusted annually on that date, resulted in an increase of $9.2 million in revenue to NJEA, which was paid in March 2003 of which $7.7 million pertains to 2002. This agreement is subject to the approval of the New Jersey Board of Public Utilities.
5. Energy Bank Balances
NEA and NJEA sell substantially all their output under power purchase agreements. Two of the power purchase agreements required 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 the power purchase agreement (Montaup PPA) with Montaup Electric Company (Montaup) in lieu of paying the energy bank balance existing as of that date. The $24.9 million balance as of December 31, 2000 was 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 reflected the position that, as of December 31, 2000, the energy bank balance represented deferred revenue and was being reduced for the discounted amount of the energy payments on a straight-line basis over the remaining life of the Montaup PPA. The power purchaser, New England Power Company, successor to Montaup (NEP), disputed this position. NEP contended that the energy bank balance was being adjusted monthly and could require a significant payment by NEA upon termination. On October 31, 2002, NEP filed a demand for arbitration with the A merican Arbitration Association in this matter.
On March 31, 2003, the Montaup PPA was restructured resulting in an $11.1 million gain for NEA. In connection with this restructuring, a settlement of the disputes in connection with the arbitration was reached between NE LP, acting on its behalf and on behalf of NEA, and Constellation Power Source, Inc. (CPS), acting on its behalf and on behalf of NEP. The registrants understand that, under a 1998 power purchase agreement between Montaup and CPS (CPS PPA), CPS acts as agent and representative of NEP with respect to the Montaup PPA. Under the terms of the settlement, the arbitration was irrevocably dismissed and the related claims released, any energy bank obligations under the Montaup PPA were terminated, the energy bank balance of $22.2 million was eliminated, and NE LP was to pay approximately $11.1 million plus interest to CPS on or before December 31, 2003, which it paid in June 2003.
As a condition to this settlement, CPS entered into an agreement (PMI Agreement) with FPL Energy, LLC's power marketing subsidiary, FPL Energy Power Marketing, Inc. (PMI). Under the terms of the PMI Agreement, until termination of the Montaup PPA, PMI is to purchase power from CPS under the same terms as CPS purchases power under the Montaup PPA, as NEP's agent and representative pursuant to the CPS PPA. Also, under the PMI Agreement the parties agreed to seek approvals and satisfy conditions for NEA to terminate the Montaup PPA on or before December 31, 2003. Those approvals and conditions include approvals under the indentures relating to the Funding Corp. and Acquisition Corp. secured notes and bonds.
6. Variable Interest Entities
In January 2003, FASB issued FASB Interpretation No. (FIN) 46, "Consolidation of Variable Interest Entities," which will replace the current accounting guidance for special purpose entities. As a result, entities that are deemed to be variable interest entities (VIEs) in which any of the registrants are considered to be the "primary beneficiary" will be consolidated. Variable interests are considered to be contractual, ownership or other monetary interests in an entity that fluctuate with changes in the entity's net asset value. An entity is considered to be a VIE when it has equity investors who lack the characteristics of having a controlling financial interest, or its capital is insufficient to permit it to finance its activities without additional subordinated financial support. Consolidation of a VIE by an investor is required when it is determined that the investor will absorb a majority of the VIE's expected losses or residual returns. Under their current structure, none of the registrants believe the y will be required to consolidate any VIEs beginning in July 2003.
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 (the Notes) and Management's Discussion and Analysis of Financial Condition and Results of Operations appearing in the 2002 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 corresponding periods of the prior year.
Results of Operations
NE LP and the Partnerships - Net income increased for the three months ended June 30, 2003 primarily due to higher revenues and lower interest expense, offset by increased fuel costs and net unrealized mark-to-market losses on derivatives. Net income increased for the six months ended June 30, 2003 primarily due to the gain recognized on the energy bank settlement. Excluding this gain, net income decreased for the six months ended June 30, 2003 primarily due to increased expenses including fuel costs and net unrealized mark-to-market losses on derivatives, partly offset by higher revenues and lower interest expense.
Revenues for the three months ended June 30, 2003 increased primarily as a result of increased electricity sales prices and higher volume under certain power purchase agreements and increased production due to a planned outage at the Sayreville facility in 2002. NE LP revenues for the three months ended June 30, 2003 and 2002 were comprised of $98.4 million and $89.6 million of power sales to utilities and $0.9 million and $0.9 million of steam sales, respectively. Partnerships' revenues for the three months ended June 30, 2003 and 2002 were comprised of $98.6 million and $89.6 million of power sales to utilities and $0.9 million and $0.9 million of steam sales, respectively. Power sales to utilities for NE LP and the Partnerships for the three months ended June 30, 2003 and 2002 reflect a decrease in utility energy bank balances which increased reported revenues by $7.2 million and $6.6 million, respectively. The decrease in the energy bank balances is determined in accordance with scheduled or specified ra tes under certain power purchase agreements.
Fuel expense for the three months ended June 30, 2003 increased primarily due to increased prices of natural gas required to fuel the facilities and higher volume due to increased production. These fuel costs for the three months ended June 30, 2003 and 2002 were partly offset by deferred credit amortization for fuel contracts of $3.7 million and $5.2 million, respectively.
For the three months ended June 30, 2003 and 2002, NE LP and the Partnerships recorded net unrealized mark-to-market gains (losses) of $(0.9) million and $17 thousand, respectively, representing the net change in fair value of derivative instruments.
Revenues for the six months ended June 30, 2003 increased primarily due to higher electricity sales prices and higher volume under certain power purchase agreements offset by lower volume at the Sayreville facility due to curtailments. NE LP revenues for the six months ended June 30, 2003 and 2002 were comprised of $205.9 million and $190.9 million of power sales to utilities and $1.6 million and $2.0 million of steam sales, respectively. Partnerships' revenues for the six months ended June 30, 2003 and 2002 were comprised of $206.2 million and $190.9 million of power sales to utilities and $1.6 million and $2.0 million of steam sales, respectively. Power sales to utilities for NE LP and the Partnerships for the six months ended June 30, 2003 and 2002 reflect a decrease in utility energy bank balances which increased reported revenues by $14.5 million and $13.7 million, respectively. The decrease in the energy bank balances is determined in accordance with scheduled or specified rates under certain power pur chase agreements.
Fuel expense for the six months ended June 30, 2003 increased primarily as a result of increased prices of natural gas required to fuel the facilities offset by lower volume due to gas curtailments. These fuel costs for the six months ended June 30, 2003 and 2002 were partly offset by deferred credit amortization for fuel contracts of $7.4 million and $10.4 million, respectively.
For the six months ended June 30, 2003 and 2002, NE LP and the Partnerships recorded net unrealized mark-to-market gains (losses) of $(3.4) million and $3.5 million, respectively, representing the net change in fair value of derivative instruments.
On December 31, 2000, NEA exercised its option to receive a reduced energy payment for the period remaining on the power purchase agreement (Montaup PPA) with Montaup Electric Company (Montaup) in lieu of paying the energy bank balance existing as of that date. The $24.9 million balance as of December 31, 2000 was 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 reflected the position that, as of December 31, 2000, the energy bank balance represented deferred revenue and was being reduced for the discounted amount of the energy payments on a straight-line basis over the remaining life of the Montaup PPA. The power purchaser, New England Power Company, successor to Montaup (NEP), disputed this position. NEP contended that the energy bank balance was being adjusted monthly and could require a significant payment by NEA upon termination. On October 31, 2002, NEP filed a demand for arbitration with the A merican Arbitration Association in this matter.
On March 31, 2003, the Montaup PPA was restructured resulting in an $11.1 million gain for NEA. In connection with this restructuring, a settlement of the disputes in connection with the arbitration was reached between NE LP, acting on its behalf and on behalf of NEA, and Constellation Power Source, Inc. (CPS), acting on its behalf and on behalf of NEP. The registrants understand that, under a 1998 power purchase agreement between Montaup and CPS (CPS PPA), CPS acts as agent and representative of NEP with respect to the Montaup PPA. Under the terms of the settlement, the arbitration was irrevocably dismissed and the related claims released, any energy bank obligations under the Montaup PPA were terminated, the energy bank balance of $22.2 million was eliminated, and NE LP was to pay approximately $11.1 million plus interest to CPS on or before December 31, 2003, which it paid in June 2003.
As a condition to this settlement, CPS entered into an agreement (PMI Agreement) with FPL Energy, LLC's power marketing subsidiary, FPL Energy Power Marketing, Inc. (PMI). Under the terms of the PMI Agreement, until termination of the Montaup PPA, PMI is to purchase power from CPS under the same terms as CPS purchases power under the Montaup PPA, as NEP's agent and representative pursuant to the CPS PPA. Also, under the PMI Agreement the parties agreed to seek approvals and satisfy conditions for NEA to terminate the Montaup PPA on or before December 31, 2003. Those approvals and conditions include approvals under the indentures relating to the Funding Corp. and Acquisition Corp. secured notes and bonds.
In February 2003, NJEA reached an agreement to modify the gas index used for calculating the energy price in an existing power purchase agreement with a New Jersey utility. The modification was necessary because the original index described in the power purchase agreement no longer existed at August 14, 2002. The new index rate, effective as of August 14, 2002 and adjusted annually on that date, resulted in an increase of $9.2 million in revenue to NJEA, which was paid in March 2003 of which $7.7 million pertains to 2002. This agreement is subject to the approval of the New Jersey Board of Public Utilities.
In May 2003, NJEA entered into an agreement with the New Jersey utility mentioned above to amend and restate the power purchase agreement. The agreement provides for, among other things, the delivery of electricity to the utility from sources other than NJEA's facility at a payment that is less than the payment required under the existing power purchase agreement. Implementation of the agreement is contingent upon certain conditions being met, including, but not limited to, approval of the New Jersey Board of Public Utilities. Some of these conditions are considered significant. If these conditions are not satisfied there is a possibility that the agreement may not become effective, and in that event the existing power purchase agreement would remain in effect. Subject to satisfaction or waiver of the conditions, management of NJEA expects the agreement to become effective in the fourth quarter of 2003.
In March 2003, NEA bifurcated the fuel supply contract with one of its suppliers who currently provides approximately 65% of NEA's daily fuel requirements. In July 2003, NEA entered into two agreements with this supplier to terminate one of the agreements that provided for the purchase of 13,399 mmbtu/day and to partially terminate the other agreement that provided for the purchase of 35,418 mmbtu/day. Under the terms of the partial termination agreement the daily delivery of fuel may be reduced to 12,507 mmbtu/day. Implementation of these agreements is contingent upon certain conditions being met, including satisfaction of the relevant provisions of bond indentures and payment of a termination fee by NEA. If these agreements are implemented, NEA intends to enter into replacement long-term gas supply contracts with related parties. Provided the conditions specified in both contracts are met, management of NEA expects the termination agreement to become effective in September 2003 and the partial termination agreement to become effective in the fourth quarter of 2003.
Interest expense for NE LP and the Partnerships decreased as a result of decreasing principal balances on their outstanding debt.
The Funding Corp. and the Acquisition Corp. - Both the Funding Corp. and the Acquisition Corp. use interest income and principal payments received from the notes receivable from the Partnerships and NE LP, respectively, to make scheduled interest and principal payments on their outstanding debt. Both entities are scheduled to make semi-annual principal and interest payments on June 30 and December 30. On June 30, 2003, the Funding Corp. and the Acquisition Corp. made the scheduled debt service payments. The debt service payments due on June 30, 2002, a non-business day, were made on July 1, 2002. Interest expense for both the Funding Corp. and Acquisition Corp. decreased in 2003 as a result of decreasing principal balances on their outstanding debt.
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 six months ended June 30, 2003 compared to the six months ended June 30, 2002 were primarily due to timing of cash receipts under certain agreements and interest payments on the debt. Net cash provided by operating activities for NE LP also reflects the payment of $11.1 million plus interest to CPS in accordance with the energy bank settlement previously discussed. Cash distributions to partners for the six months ended June 30, 2003 and 2002 for NE LP were $5.5 million and $30.9 million, respectively. Cash distributions to partners for the six months ended June 30, 2003 and 2002 for the Partnerships were $29.5 million and $44.1 million, respectively.
Each of NE LP and the Partnerships make scheduled interest and principal payments on their outstanding debt. Each are scheduled to make semi-annual principal and interest payments on June 30 and December 30. On June 30, 2003, NE LP and Partnerships made the scheduled debt service payments. The debt service payments due on June 30, 2002, a non-business day, were made on July 1, 2002.
NE LP and the Partnerships' long-term contractual obligations at June 30, 2003 are shown in Note 4.
Market Risk Sensitivity
Commodity price risk - The prices received by the Partnerships for power sales under their long-term contracts do not move precisely in tandem with the prices paid by the Partnerships for natural gas. To mitigate the price risk associated with purchases of natural gas, the Partnerships may, from time to time, enter into certain transactions either through public exchanges or by means of over-the-counter transactions with specific counterparties. The Partnerships mitigate their risk associated with purchases of natural gas through the use of natural gas swap agreements and options. The swap agreements require the Partnerships to pay a fixed price (absolutely or within a specified range) in return for a variable price on specified notional quantities of natural gas. The options consist of purchased call options to establish a maximum price for natural gas, and written put options were executed to offset the cost of the purchased call options. In order to mitigate the fixed price exposure of natural gas prices in 2003, the Partnerships entered into a costless collar in the fall of 2002 and gas swap agreements in June 2003.
The Partnerships use a value-at-risk (VaR) model to measure market risk in their mark-to-market portfolio. The VaR is the estimated loss based on a one-day holding period at a 95% confidence level using historical simulation methodology. As of June 30, 2003 and December 31, 2002, the VaR figures for hedges in accumulated other comprehensive income (in thousands) are as follows:

December 31, 2002	$	1,196
June 30, 2003	$	1,009
Average for the period ended June 30, 2003	$	996

New Accounting Rules
Variable Interest Entities (VIEs) - In January 2003, FASB issued FIN 46, "Consolidation of Variable Interest Entities." See Note 6.
Derivative Instruments - In April 2003, the FASB issued FAS 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities." See Note 2.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
See Management's Discussion and Analysis of Financial Condition and Results of Operations - Market Risk Sensitivity.
Item 4. Controls and Procedures
(a)	Evaluation of Disclosure Controls and Procedures
	As of June 30, 2003, each of the registrants performed an evaluation, under the supervision and with the participation of its management, including the chief executive officer and chief financial officer, or their equivalent (Principal Officers), of the effectiveness of the design and operation of the registrant's disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) or 15d-15(e)). Based upon that evaluation, the Principal Officers of each of the registrants concluded that the registrant's disclosure controls and procedures are effective in timely alerting them to material information relating to the registrant required to be included in the registrant's reports filed or submitted under the Exchange Act. Due to the inherent limitations of the effectiveness of any established disclosure controls and procedures, management of the registrants cannot provide absolute assurance that the objectives of their disclosure controls and procedures will be met.
(b)	Changes in Internal Controls
	There has been no significant change in any registrant's internal control over financial reporting that occurred during such registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, such registrant's internal control over financial reporting.

PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Reference is made to Item 3. Legal Proceedings in the registrants' 2002 Form 10-K and Part II, Item 1. Legal Proceedings in the Quarterly Report on Form 10-Q for the period ended March 31, 2003.
In June 2003, NE LP paid approximately $11.1 million plus interest to CPS in accordance with the terms of the settlement of the arbitration and restructuring of the Montaup PPA.
Item 5. Other Information
(a)	Reference is made to Item 1. Business - Partnerships' Operations in the 2002 Form 10-K for the registrants.
	For information regarding an amended and restated power purchase agreement of NJEA, see Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations - Results of Operations.
	For information regarding NEA's long-term gas supply agreements, see Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations - Results of Operations.
	For information regarding energy bank balances and power purchase agreements, see Note 5.
(b)	Reference is made to Item 1. Business - Environmental in the 2002 Form 10-K for the registrants.
	On April 29, 2003, NJEA discovered a software error that resulted in a possible underreporting of the facility's NOx emissions for the ozone season of 2002. NJEA sent a corrected emissions report to the New Jersey Department of Environmental Protection (DEP) and the United States Environmental Protection Agency (EPA) on May 6, 2003 after confirming that emissions had been underreported. As a result of the underreporting, EPA assessed NJEA with an excess emissions deduction by reducing the facility's 2003 NOx allowance account by a net deduction of 21 tons. There is a possibility that NJEA may be assessed a penalty by the DEP. However, it is not expected that this matter will have a material impact on either the facility's ability to operate in its normal course of business or on the condensed consolidated and condensed combined financial statements.
Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits

	Exhibit Number	Description
	10(1)	Termination Agreement, dated as of July 11, 2003, between ProGas Limited and NEA.
	10(2)	Partial Termination Agreement, dated July 11, 2003, between ProGas Limited and NEA.
	31(a)	Rule 13a-14(a)/15d-14(a) Certification of President (equivalent to the Chief Executive Officer) of ESI Tractebel Funding Corp.
	31(b)	Rule 13a-14(a)/15d-14(a) Certification of Treasurer (equivalent to the Chief Financial Officer) of ESI Tractebel Funding Corp.
	31(c)	Rule 13a-14(a)/15d-14(a) Certification of President (equivalent to the Chief Executive Officer) of ESI Tractebel Acquisition Corp.
	31(d)	Rule 13a-14(a)/15d-14(a) Certification of Treasurer (equivalent to the Chief Financial Officer) of ESI Tractebel Acquisition Corp.
	31(e)	Rule 13a-14(a)/15d-14(a) 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
	31(f)	Rule 13a-14(a)/15d-14(a) 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
	31(g)	Rule 13a-14(a)/15d-14(a) 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
	31(h)	Rule 13a-14(a)/15d-14(a) 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
	31(i)	Rule 13a-14(a)/15d-14(a) Certification of President (equivalent to the Chief Executive Officer) of ESI Northeast Energy GP, Inc. as Administrative General Partner of Northeast Energy, LP
	31(j)	Rule 13a-14(a)/15d-14(a) 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
	32(a)	Section 1350 Certification of President (equivalent to the Chief Executive Officer) and Treasurer (equivalent to the Chief Financial Officer) of ESI Tractebel Funding Corp.
	32(b)	Section 1350 Certification of President (equivalent to the Chief Executive Officer) and Treasurer (equivalent to the Chief Financial Officer) of ESI Tractebel Acquisition Corp.
	32(c)	Section 1350 Certification of President (equivalent to the Chief Executive Officer) and 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
	32(d)	Section 1350 Certification of President (equivalent to the Chief Executive Officer) and 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
	32(e)	Section 1350 Certification of President (equivalent to the Chief Executive Officer) and Vice President and Treasurer (equivalent to the Chief Financial Officer) of ESI Northeast Energy GP, Inc. as Administrative General Partner of Northeast Energy, LP
(b)	Reports on Form 8-K
	A Current Report on Form 8-K was filed with the Securities and Exchange Commission on April 29, 2003 by the registrants reporting events under Item 5. Other Events and Regulation FD Disclosure.

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: August 12, 2003
	MARK R. SORENSEN
	Mark R. Sorensen 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)

EX-10

Exhibit 10(1)

Termination
Agreement



between



ProGas Limited



and



Northeast Energy Associates,
A Limited Partnership



Dated as of July 11, 2003

TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT (the "Agreement") is made as of this 11th day of July, 2003 (the "Effective Date") by and between PROGAS LIMITED, a Canada corporation ("ProGas"), and NORTHEAST ENERGY ASSOCIATES, A LIMITED PARTNERSHIP, a Massachusetts limited partnership ("NEA") (each a "Party", and collectively the "Parties").
WITNESSETH:
WHEREAS, ProGas and NEA are parties to two contracts pursuant to which ProGas sells natural gas to NEA for consumption at NEA's 300 MW natural gas-fired electrical and steam generation facility located in Bellingham, Massachusetts (the "Facility");
WHEREAS, ProGas and NEA are parties a Gas Purchase Contract, dated as of May 12, 1988, as amended by an Amending Agreement, dated as of April 17, 1989, and by a Second Amending Agreement, dated as of June 23, 1989, and by an Amending Agreement, dated as of November 1, 1991, and by an Amending Agreement and a Letter Agreement, both dated as of July 30, 1993 (collectively, the "NEA Base Contract"), as further amended by an Amending Agreement dated as of March 1, 2003 (the "Amending Agreement") (the NEA Base Contract, as amended by the Amending Agreement, the "New Base Contract");
WHEREAS, ProGas and NEA are also parties to the NEA Supplementary Contract dated as of March 1, 2003 (the "Contract") which governs the purchase and sale of 13,399 MMBtus/day in accordance with the terms and conditions set forth in Appendix B to the Amending Agreement;
WHEREAS, the Parties desire to terminate the Contract prior to the expiration of the term thereof pursuant to the terms and conditions set forth herein;
WHEREAS, the Parties agree that NEA will pay to ProGas a Termination Payment (as hereinafter defined), payment of a portion of which shall be in cash and a portion of which shall be evidenced by the delivery to ProGas of one or two Termination Note(s) (as hereinafter defined) in consideration for ProGas' agreement to terminate the Contract, on a date selected by NEA;
WHEREAS, the Parties have entered into a Partial Termination Agreement, dated as of July 10, 2003 (the "Partial Termination Agreement"), pursuant to which the Parties have agreed to terminate their respective obligations to buy and sell a portion of the natural gas purchased and sold pursuant to the New Base Contract;
WHEREAS, pursuant to an agreement (the "Firm Service Agreement") with TCPL (as hereinafter defined), ProGas has obtained firm gas transportation service from TCPL for the natural gas to be supplied to NEA under the Contract, and will incur costs in connection with such gas transportation arrangements in the event that the Contract is terminated;
WHEREAS, pursuant to the ProGas/TransCanada NE Assignment Agreement dated on or about July 30, 1993, by and between ProGas and TCPL (the "Assignment Agreement"), ProGas collaterally assigned to TCPL certain payments due to ProGas from NEA under the Contract as security for payment of amounts due to TCPL under the Firm Service Agreement;
WHEREAS, pursuant to the Northeast Notice and Consent dated as of July 30, 1993, by and among ProGas, TCPL and NEA, NEA consented to such collateral assignment and other terms and conditions under the Assignment Agreement; and
WHEREAS, pursuant to Section 6.3 of the Assignment Agreement, ProGas may not terminate the Contract without the prior written consent of TCPL.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
1. DEFINITIONS; TERM; APPENDICES
In addition to terms defined in the recitals hereto, the following terms shall have the meanings set forth below. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Contract.
1.1 Defined Terms.
"Affected Producers" means the producers who have entered into long-term gas purchase agreements with ProGas and who are entitled to cast ballots approving or disapproving the pricing under the Replacement Resale Arrangement.
"Approvals" has the meaning set forth in Section 13(f).
"Assignment Agreement" has the meaning set forth in the Recitals.
"Bond Indentures" means, collectively, the Trust Indenture dated as of November 15, 1994 among ESI Tractebel Funding Corp. (as successor to IEC Funding Corp.), as Issuer, NEA, North Jersey Energy Associates, A Limited Partnership and State Street Bank and Trust Company, as Trustee, as amended to date, and the Indenture dated as of February 19, 1998 by and among ESI Tractebel Acquisition Corp., as Issuer, Northeast Energy, L.P. and State Street Bank and Trust, as Trustee and Collateral Agent, as amended to date, pursuant to which senior notes and subordinated bonds, respectively, were issued to finance, in part, the Facility, together with any successor loan and security documents resulting from a refinancing, defeasance or exchange of such senior notes or subordinated bonds.
"Business Day" means Monday through Friday, excluding any day on which banks in either Calgary, Alberta (Canada) or New York, New York (U.S.A.) are closed for business.
"Claims" has the meaning set forth in Section 4.1.
"Closing Date" has the meaning set forth in Section 3.1.
"Contract Termination Date" means the day following the Closing Date.
"Effective Date" has the meaning set forth in the Preamble hereto.
"Expiration Date" has the meaning set forth in Section 2.2.
"Facility" has the meaning set forth in the first Recital.
"Firm Service Agreement" has the meaning set forth in the Recitals.
"National Energy Board" means the National Energy Board, a Canadian governmental agency established by the National Energy Board Act, Chapter N-7 of the Consolidated Statutes of Canada, or any successor board, agency or governmental authority.
"Producer Approval" means a Finding of Producer Support (as defined in the Alberta Natural Gas Marketing Act) issued by the Alberta Petroleum Marketing Commission pursuant to the Alberta Natural Gas Marketing Act which evidences the consent of the Affected Producers to the pricing under the Replacement Resale Arrangement.
"Replacement Resale Arrangement" means the resale arrangement or arrangements entered into or to be entered into by ProGas to resell gas volumes that would otherwise have been sold or made available to NEA under the Contract absent the termination of the Contract pursuant to this Agreement.
"Required Ballots" has the meaning set forth in Section 2.3(b).
"Sale Month" has the meaning given to such term in the Contract.
"TCPL" means TransCanada PipeLines Limited, a Canada corporation and its successors and assigns.
"TCPL Consent" means the final and irrevocable consent of TCPL to the termination of the Contract required under the Assignment Agreement and obtained by ProGas pursuant to the terms hereof on terms and conditions reasonably acceptable to each of ProGas and NEA.
"Termination Note(s)" has the meaning set forth in Section 2.1(b).
"Termination Payment" means the amount of $US 24,000,000 which shall be payable to ProGas in accordance with Section 2.1(b) and Section 3.2(a) in consideration for the termination of the Contract on the Contract Termination Date.
2. TERMINATION; CONTRACT TERMINATION DATE; CONDITIONS PRECEDENT.
2.1 Termination of Contract.
(a) Subject to the terms and conditions set forth below and provided that the Closing Date occurs on or prior to the Expiration Date, the Parties agree to terminate the Contract, which shall have no further force and effect as of 9:59 a.m. (Eastern time) on the Contract Termination Date, and agree to execute and deliver on the Closing Date to each other a written acknowledgement of such termination; provided, however, the obligation of NEA to pay for natural gas delivered during the final two (2) Sale Months through and up to 9:59 a.m. on the Contract Termination Date or any other amounts for which ProGas has rendered an invoice in accordance with Section 4.3 of this Agreement and the terms of the Contract, but for which payment had not been received, shall survive the termination of the Contract.
(b) In consideration for the termination of the Contract on the Contract Termination Date, NEA shall pay or provide for the payment to ProGas of the Termination Payment as follows: NEA shall (i) pay to ProGas (or its designee pursuant to Section 3.2(b)) on the Closing Date US$12,000,00.00 in cash by wire transfer of immediately available funds in accordance with the wire transfer instructions set forth in Section 3.2(a) and (ii) as evidence of NEA's obligation to pay or cause to be paid the balance of the Termination Payment to ProGas, NEA shall deliver to ProGas (or its designee pursuant to Section 3.2(b)) on the Closing Date a promissory note or notes in an aggregate amount of US$12,000,00.00 bearing interest at an interest rate of 6% per annum (compounded monthly) substantially in the form set forth as Annex A hereto (the "Termination Note(s)"). At NEA's election, the Termination Note(s) may be delivered in the form of (1) a single promissory note payable by NEA or (2) two prom issory notes of equal amounts made by the parent companies of Northeast Energy, LP, which owns, directly or indirectly 100% of the partnership interests in NEA, with the first of such promissory notes payable by Tractebel Power, Inc. and the second of such promissory notes payable by FPL Energy LLC; provided, however, in the event NEA elects to deliver promissory notes payable by Tractebel Power, Inc. and FPL Energy LLC, NEA shall, upon ProGas' request, enter into and/or cause Tractebel Power, Inc. and FPL Energy LLC to enter into a set-off agreement(s) with ProGas that permits ProGas to set off against any liability of ProGas to pay the ProGas Partial Termination Payment under that Partial Termination Agreement of even date herewith between the Parties hereto, the amounts owing under the Termination Note(s) and otherwise on terms and conditions reasonably acceptable to ProGas which agreement(s) shall be delivered concurrently with the delivery of the promissory notes. For clarity, delivery of the Terminatio n Note(s) shall not constitute payment of that portion of the Termination Payment not paid in cash by wire transfer on the Closing Date until such time as the Termination Notes have been paid or discharged in full. NEA's obligation to pay the Termination Payment shall not be satisfied until (i) ProGas has received the $US 12,000,000 cash as contemplated above, and (ii) the payment and discharge of the Termination Note(s) in accordance with Section 2.1(c) has occurred. Notwithstanding the foregoing, NEA may at any time elect to (i) on the Closing Date, pay the entire amount of the Termination Payment in cash by wire transfer in accordance with section 3.2(a) or (ii) after the Closing Date cause the Termination Notes to be cancelled and the set-off agreement(s) to be terminated simultaneous with the payment in cash by wire transfer in accordance with Section 3.2(a) of an amount equal to the principal and accrued interest on the Termination Note(s).
(c) The principal amount of the Termination Note(s), plus accrued interest, shall be immediately due and payable by NEA, or the maker of the Termination Note(s) on the "Termination Note Payment Date" and NEA shall pay to ProGas, or cause the maker of the Termination Note(s) to pay to ProGas, such amounts on the Termination Note Payment Date, in immediately available funds payable by wire transfer in accordance with the wire transfer instructions set forth in Section 3.2(a). The "Termination Note Payment Date" shall be the later of January 2, 2004 and:
(x) if the Partial Termination Agreement expires, or is terminated, for any reason, prior to the consummation of the transactions contemplated under the Partial Termination Agreement, the date of such expiration or termination; and
(y) the Closing Date under the Partial Termination Agreement;
provided, however, that if the Partial Termination Agreement has not expired, terminated or closed by May 1, 2004, then the Termination Note Payment Date shall be May 1, 2004.
2.2 Termination of Agreement. This Agreement shall be effective as of the Effective Date. If the Contract Termination Date does not occur on or prior to August 31, 2003 (or such later date as extended by mutual written agreement of the Parties and/or pursuant to Section 2.3(c)) (the "Expiration Date"), this Agreement shall terminate effective 12:01 a.m. Eastern time on the date following the Expiration Date and the Contract shall continue unamended and unaffected by virtue of this Agreement provided, however, such termination shall not release ProGas from Claims by NEA that ProGas did not use commercially reasonable efforts in connection with its obligations under Sections 2.3.
2.3 ProGas Covenants Pending Closing.
(a) Beginning on the Effective Date, ProGas shall use commercially reasonable efforts to obtain, at its sole cost and expense, as promptly as practicable:
(i) the TCPL Consent and
(ii) the Producer Approval.
(b) ProGas shall promptly and with due diligence following the Effective Date solicit in writing the consent of the Affected Producers to the pricing under the Replacement Resale Arrangement, and shall, provided it receives the requisite number of ballots and requisite support, from such Affected Producers (the "Required Ballots"), petition the Alberta Petroleum Marketing Commission to issue, on a expedited basis, a Finding of Producer Support (as defined in the Natural Gas Marketing Act). ProGas shall provide NEA with periodic status reports as to its undertaking with respect to the TCPL Consent, the Required Ballots, and the Producer Approval, and shall provide NEA with written notice within three (3) Business Days of receipt of each of the TCPL Consent and the Producer Approval, provided however if ProGas notifies NEA in writing that ProGas has solicited the Affected Producers in writing but has determined that it has not received the Required Ballots and that Producer Approval cannot be obtained, then P roGas shall be released from its obligations under this Section 2.3(b) and shall have no liability for failure to obtain the Producer Approval.
(c) If ProGas has not obtained the Producer Approval within thirty (30) days of the Effective Date, it shall so notify NEA in writing of such fact, together with its best estimate of whether, and if applicable the date by which, it expects Producer Approval to be obtained, and NEA shall have the right to terminate this Agreement within two (2) Business Days of such notice by delivering a written notice of termination of this Agreement to ProGas; provided however, if ProGas (i) sets forth in such notice a statement that it reasonably believes that the Producer Approval will be obtained within 45 days of the Effective Date, (ii) provides a reasonable basis for such assertion in such notice, (iii) has obtained the Required Ballots within such thirty-day period and (iv) represents that such Required Ballots are sufficient in ProGas' reasonable judgment to require the Alberta Petroleum Marketing Commission to issue a Finding of Producer Support, then ProGas shall have an additional 15 days to obtain such approval, in which case the August 31, 2003 date set forth in Section 3.1 and the Expiration Date shall each be extended day-for-day for each day that the 30-day period above is extended pursuant to this Section (but in no event beyond forty-five days from the Effective Date). If ProGas has not obtained the Producer Approval within forty-five (45) days of the Effective Date, it shall notify NEA in writing of such fact, and NEA shall have the right to terminate this Agreement within two (2) Business Days of such notice by delivering a written notice of termination of this Agreement to ProGas, unless in such notice ProGas irrevocably waives the condition precedent set forth in Section 2.4(d) in which case NEA shall not have the right to terminate this Agreement pursuant to this Section 2.3(c). For the avoidance of doubt, if ProGas waives the condition precedent set forth in Section 2.4(d) in accordance with this section, and subsequent thereto, the Alberta Petroleum Marketing Comm ission fails to issue, refuses to issue or rescinds the issuance of a Finding of Producer Support, ProGas shall not be relieved from its obligation to consummate the transactions contemplated herein and shall bear all risk and costs associated therewith.
(d) If NEA terminates this Agreement by delivery of a termination notice in accordance with Section 2.3(c), this Agreement shall terminate as of the date of such notice and be of no further force and effect, unamended and unaffected by the Agreement. In the event of such termination, the Contract shall continue in full force and effect; provided, however, such termination shall not release ProGas from any Claims by NEA that ProGas did not use commercially reasonable efforts in connection with its obligations under Sections 2.3.
(e) ProGas covenants and agrees that once any of the TCPL Consent, the Required Ballots or the Producer Approval is obtained, ProGas shall not take or consent to the taking of any action to rescind, cancel or abrogate the effectiveness or finality of the TCPL Consent, the Required Ballots or the Producer Approval.
2.4 Conditions Precedent to Obligations of ProGas. ProGas' obligation to effect the transactions set forth herein is subject to the satisfaction at or before the Closing Date of the following conditions (any of which ProGas may waive):
(a) Representations and Warranties. All of the representations and warranties of NEA in Section 14 shall be true and correct in all respects as though made on and as of the Closing Date (unless the incorrectness of such representations and warranties does not have a material adverse effect on the rights of ProGas), and NEA shall have delivered a certificate, duly executed by an authorized officer, with respect to such representations and warranties. NEA shall have performed, or caused to be performed, all of the agreements and covenants to be performed by it under this Agreement as of the Closing Date, unless the non-performance of such agreements and covenants does not have a material adverse effect on the rights of ProGas hereunder.
(b) No Legal Restraint. Neither Party shall be subject to any order, decree, injunction, or other legal restraint or prohibition of a court or agency of competent jurisdiction which enjoins, prohibits or materially interferes with the consummation of the closing on the Closing Date or the termination of the Contract on the Contract Termination Date.
(c) TCPL Consent. The TCPL Consent shall have been obtained and remain in full force and effect.
(d) Producer Approval. ProGas shall have obtained the Producer Approval.
(e) Termination Payment. NEA shall have paid to ProGas the amount of $US 12,000,000 cash and as evidence of the indebtedness of NEA to ProGas for the remaining $US 12,000,000 owing to ProGas, NEA shall have delivered the Termination Note(s) and set-off agreements, if applicable, to ProGas all as in accordance with Sections 2.1(b) and 3.2.
(f) Termination Acknowledgement. NEA shall have executed and delivered to ProGas the termination acknowledgement contemplated in Section 2.1(a).
2.5 Conditions Precedent to Obligations of NEA. NEA's obligation to effect the transactions set forth herein is subject to the satisfaction at or before the Closing Date of the following conditions (any of which NEA may waive):
(a) Representations and Warranties. All of the representations and warranties of ProGas in Section 13 shall be true and correct in all respects as though made on and as of the Closing Date (unless the incorrectness of such representations and warranties does not have a material adverse effect on the rights of NEA), and ProGas shall have delivered a certificate, duly executed by an authorized officer, with respect to such representations and warranties. ProGas shall have performed, or caused to be performed, all of the agreements and covenants to be performed by it under this Agreement as of the Closing Date, unless the non-performance of such agreements and covenants does not have a material adverse effect on the rights of NEA hereunder.
(b) No Legal Restraint. Neither Party shall be subject to any order, decree, injunction, or other legal restraint or prohibition of a court or agency of competent jurisdiction which enjoins, prohibits or materially interferes with the consummation of the closing on the Closing Date or the termination of the Contract on the Contract Termination Date.
(c) TCPL Consent. The TCPL Consent shall have been obtained.
(d) Producer Approval. The Producer Approval shall have been obtained (except to the extent waived by ProGas pursuant to Section 2.3(c)).
(e) Termination Acknowledgement. ProGas shall have executed and delivered to NEA the termination acknowledgement contemplated in Section 2.1(a).
2.6 Condition Subsequent. Upon payment in full to ProGas of the Termination Payment (whether paid in cash or by wire transfer and/or upon payment in full of the Termination Notes, if any), NEA shall execute and deliver to ProGas the release contemplated in Section 4.1, and ProGas shall execute and deliver to NEA the release contemplated in Section 4.2.
3. TERMINATION ELECTION DATE; CALCULATION OF TERMINATION PAYMENT; TERMINATION PAYMENT DATE.
3.1 Termination Election Date, Closing Date, and Termination Payment Calculation Date.
(a) Following notice from ProGas of their receipt of the TCPL Consent and the Producer Approval described in Section 2.3 and prior to the date that is five (5) Business Days prior to August 31, 2003 (as such date may be extended by written agreement of the Parties and/or pursuant to Section 2.3(c)), NEA shall deliver to ProGas a written notice in accordance with Section 5 containing (i) the date of such notice (the "Termination Election Date"), which date shall be within a commercially reasonable period of time following the above-referenced notice by ProGas, taking into account the timing of the execution and implementation of replacement gas contracts by NEA and other commercial and operational considerations of NEA, and (ii) NEA's elected date for the payment to ProGas of the Termination Payment, which date (the "Closing Date") shall be at least two (2) Business Days but no more than five (5) Business Days following the Termination Election Date. On th e Closing Date, NEA shall pay to ProGas the Termination Payment in accordance with Sections 2.1(b) and 3.2.
3.2 Payment of Termination Payment.
(a) Termination Payment and Payment for Gas Deliveries. On the Closing Date, subject to the satisfaction or waiver of the conditions set forth in Section 2.4 or Section 2.5 hereof (as applicable), NEA shall pay to ProGas $US 12,000,000 in immediately available funds, by wire transfer to ProGas as provided for below and as evidence of the indebtedness of NEA to ProGas for the balance of the Termination Payment NEA shall deliver to ProGas the Termination Note(s) (or to its designee pursuant to Section 3.2(b)). Wire transfer payments to ProGas shall be made as follows:
Pay Through:	Bank of America N.T. and S. A. ABA 026009593 Account Number 6550826336
For transfer to:	Toronto Dominion Bank, Transit 80609 FCT ProGas USA, Inc.
Favor:	806090805 7316583 ProGas Limited BP Center 11th Floor 240 4th Avenue S.W. Calgary, Alberta T2P2H8
or to such other banking institution designated in writing by ProGas at least two Business Days prior to the Closing Date. Such funds shall be timely wired so as to be received and confirmed on or before the close of business on the Closing Date of the receiving banking institution designated by ProGas in accordance with the previous sentence. For clarity, delivery of the Termination Note(s) shall not constitute payment of that portion of the Termination Payment not paid in cash by wire transfer on the Closing Date until such time as the Termination Notes have been paid or discharged in full. NEA's obligation to pay the Termination Payment shall not be satisfied until the payment and discharge of the Termination Note(s) in accordance with Section 2.1(c) has occurred.
(b) The Parties acknowledge that ProGas may assign to an affiliate or third-party some or all of its rights under the Firm Service Agreement that are associated with the gas volumes under the Contract that will no longer be delivered to NEA following the Contract Termination Date, and that, in connection with such assignment, ProGas may desire to have the Termination Note made payable to and delivered to such transferee or to have all or a portion of the cash portion of the Termination Payment paid directly to such transferee. Accordingly, if ProGas delivers written notice to NEA at least two Business Days prior to the Closing Date stating the name of such designee, the wire transfer information for such designee, whether the Termination Note should be made payable to such designee, the amount of the Termination Payment to be paid to such designee, and a statement to the effect that ProGas authorizes NEA to pay such moneys directly to such designee in lieu of paying them to ProGas directly, NEA agrees to, t o the extent indicated in ProGas' written notice, deliver the Termination Note payable to ProGas' designee and to pay by wire transfer all or part of the cash portion of the Termination Payment to ProGas' designee.
4. MUTUAL RELEASES.
4.1 Upon payment in full of the Termination Payment (whether paid in cash or by wire transfer and/or upon payment in full of the Termination Notes, if any) by or on behalf of NEA to ProGas, and receipt thereof by ProGas, NEA shall execute and deliver to ProGas a release, effective as of the date that the Termination Payment has been paid in full, on behalf of itself and any and all of its predecessors and successors in interest to the Contract and the mutual rights and obligations thereunder or contemplated therein, releasing and forever discharging ProGas and any and all of its present, former and future directors, managers, officers, trustees, representatives, employees, attorneys, advisors, agents, stockholders, partners, members, affiliates, predecessors, legal representatives, successors and assigns (a) from any and all claims, actions, complaints, causes of action, judgments, liabilities, obligations, damages, debts, demands or suits (collectively, "Claims"), at law or in equity, known o r unknown, that NEA ever had, now has or hereafter can, shall or may have against ProGas arising out of or in connection with the execution, performance or nonperformance of the Contract and (b) from any and all Claims based on tort theories, at law or in equity, known or unknown, that NEA ever had, now has or hereafter can, shall or may have against ProGas arising out of or in connection with any business or activities of ProGas relating to the Contract.
4.2 Upon payment in full of the Termination Payment (whether paid in cash or by wire transfer and/or upon payment in full of the Termination Notes, if any) by or on behalf of NEA to ProGas and receipt thereof by ProGas, ProGas shall execute and deliver to NEA a release, effective as of the date that the Termination Payment has been paid in full, on behalf of itself and any and all of its predecessors and successors in interest to the Contract and the mutual rights and obligations thereunder or contemplated therein, releasing and forever discharging NEA and any and all of its present, former and future directors, managers, officers, trustees, representatives, employees, attorneys, advisors, agents, stockholders, partners, members, affiliates, predecessors, legal representatives, successors and assigns (a) from any and all Claims, at law or in equity, known or unknown, that ProGas ever had, now has or hereafter can, shall or may have against NEA arising out of or in connection with the execution, performance or nonperformance of the Contract and (b) from any and all Claims based on tort theories, at law or in equity, known or unknown, that ProGas ever had, now has or hereafter can, shall or may have against NEA arising out of or in connection with any business or activities of NEA relating to the Contract.
4.3 The Parties acknowledge and agree that ProGas shall have the right to sell and deliver, and NEA the obligation to receive and purchase, gas under the Contract through 9:59 a.m. (Eastern time) on the Contract Termination Date. In the event that the releases contemplated under Sections 4.1 and 4.2 are executed and delivered prior to the Contract Termination Date, the Parties hereby acknowledge and agree that such releases shall not release ProGas from its obligation to deliver gas through 9:59 a.m. (Eastern Time) on the Contract Termination Date, nor release NEA from its obligation to pay for such gas, or to pay for any other gas that has been delivered in accordance with the terms of the Contract but for which invoices have not been rendered and paid, or for which invoices have been rendered but payment not yet received, pursuant to the terms of the Contract, so long as ProGas renders a final invoice for such gas within ten (10) days after the Closing Date and otherwise pursuant to the terms of the Contract. NEA shall pay such invoice within ten (10) days of receipt thereof in accordance with Section 8.01 of the Contract.
5. NOTICES.
Any notice from one Party to the other shall be given in writing and shall be deemed to be given (1) as of the date transmitted by facsimile and received in full prior to the close of normal business hours of the recipient, (2) the day after the date sent by overnight courier or other means of next day personal delivery, or (3) the date of delivery by hand. For the purposes of this Section 5, such notices shall be mailed to the following respective addresses or the following respective facsimile numbers or to such others as may be hereafter designated by either Party:
If to NEA: Northeast Energy Associates, A Limited Partnership c/o Northeast Energy, LP FPL Energy, LLC 700 Universe Blvd. P.O. Box 14000 Juno Beach, FL 33408 Attention: Nathan E. Hanson, Business Manager Phone: 561-304-5121 Facsimile: 561-304-5161
If to ProGas: ProGas Limited 1100, 240 4th Avenue S.W. Calgary, Alberta Canada T2P 2H8 Attention: Shonda Day, Director of Marketing Telephone: (403) 233-1310 Facsimile: (403) 233-5655
6. INTEGRATION AND FURTHER ASSURANCES.
Provided the Closing Date occurs, this Agreement and any amendments hereto prior to the Expiration Date and all releases, acknowledgments, documents and agreements collateral hereto contain the entire agreement and understanding between the Parties, their agents, employees and affiliates as to the subject matter contained herein and therein and supersede all prior agreements and understandings relating to the subject matter hereof. At any time and from time to time, upon the reasonable request of a Party, the other Party shall promptly execute and deliver any and all further instruments and documents and take such further action as the requesting Party may request in order to fully perform and carry out the terms of this Agreement.
7. NON-WAIVER.
No failure by either Party or any of its agents to exercise, no course of dealing with respect to, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, and, in addition, no provision of this Agreement shall be considered waived by either Party except when such waiver is given in writing. The failure of either Party to insist in any one or more instances upon strict performance of any of the provisions of this Agreement or to take advantage of any of its rights hereunder shall not be construed as a waiver of any such provisions or the relinquishment of any such rights for the future, but the same shall continue and remain in full force and effect.
8. ASSIGNMENT OR TRANSFER OF INTEREST.
This Agreement shall be binding upon and inure to the benefit of the respective heirs, administrators, representatives, executors, successors and permitted assigns of the Parties hereto; provided, however, that neither Party may assign, sell, transfer or in any other way convey its or his rights, duties or obligations under this Agreement, either in whole or in part, without the prior written consent of the other Party (which consent shall not be unreasonably withheld or delayed).
9. NO THIRD PARTY BENEFICIARIES.
The Parties do not intend to create rights in, or grant remedies to, any third party as a beneficiary of this Agreement or of any duty, covenant, obligation or understanding established under this Agreement.
10. EFFECT OF SECTION HEADINGS.
Section headings appearing in this Agreement are inserted for convenience only, and shall not be construed as interpretations of text.
11. GOVERNING LAW.
This Agreement shall be interpreted, governed and construed under the laws of the Province of Alberta, Canada (without giving effect to its conflict of laws provisions which could apply the law of another jurisdiction). All disputes arising between the Parties concerning the construction or enforcement of this Agreement that the Parties are unable to settle between themselves shall be submitted to a trial by judge. The Parties hereby waive any rights to a trial by jury. All proceedings shall be held in Alberta. The Parties hereby consent to jurisdiction in Alberta and agree that Alberta is a convenient venue for any proceedings between the Parties.
12. SEVERABILITY
If any term or provision of this Agreement or the interpretation or application of any term or provision to any prior circumstance is held to be unenforceable, illegal or invalid by a court or agency of competent jurisdiction, the remainder of this Agreement and the interpretation or application of all other terms or provisions other than those which are unenforceable, illegal or invalid shall not be affected thereby, and each term and provision shall be valid and be enforced to the fullest extent permitted by law.
13. REPRESENTATIONS AND WARRANTIES OF PROGAS.
ProGas makes no representations and warranties except as expressly stated herein. ProGas represents and warrants to NEA as of the date hereof as follows:
(a) ProGas is a corporation duly organized, validly existing and in good standing under the laws of Canada and is duly qualified to transact business and is in good standing in each jurisdiction where failure to so qualify would have a material adverse effect on the performance by ProGas of its obligations under this Agreement. ProGas has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of, and the performance by ProGas of its obligations under this Agreement have been duly and validly authorized by all necessary corporate action of ProGas. This Agreement has been duly and validly executed and delivered by ProGas and constitutes its valid legal and binding obligation, enforceable against ProGas in accordance with its terms (except to the extent that enforcement may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws from time to time in effect that affec t creditors' rights generally and subject to the qualification that general equitable principles may limit the enforcement of certain remedies).
(b) The execution and delivery of this Agreement by ProGas, the fulfillment of and the compliance by ProGas with this Agreement, and the consummation by ProGas of the transactions described herein, do not and will not (i) violate or conflict with any provisions of ProGas' Articles of Incorporation, Bylaws, or any other governing documents, (ii) violate, conflict with or result in the breach or termination of any agreement or instrument to which ProGas is a party or is bound by and which could have an adverse effect on the consummation or performance or consummation and performance by ProGas of the transactions contemplated by this Agreement, provided that the TCPL Consent is obtained and remains in full force and effect, or (iii) violate or conflict with any law, rule, ordinance, regulation, judgment, order, injunction, decree or award that applies to or binds ProGas or any of its assets.
(c) (i) ProGas has good, valid and marketable title to the Contract and (ii) except pursuant to the Assignment Agreement, ProGas has not assigned or otherwise transferred to any third party any of its rights, duties, liabilities or obligations under this Agreement or the Contract.
(d) There is no action, suit, claim, arbitration, proceeding, investigation or litigation pending against ProGas or, to the best of ProGas' knowledge, threatened against or involving ProGas, its property, the Contract, or this Agreement or any of the transactions contemplated herein or therein, at law or in equity, before or by any court, arbitrator or governmental authority, which could have an adverse effect on the consummation and/or performance by ProGas of the transactions contemplated by this Agreement, including without limitation the termination of the Contract. No governmental agency or authority has at any time given notice of intention to commence or, to the best of ProGas' knowledge, commenced any investigation relating to the legal right of ProGas to perform its obligations under this Agreement, which could have an adverse effect on the consummation and/or performance by ProGas of the transactions contemplated by this Agreement, including without limitation the termination of the Contract.
(e) Prior to the date hereof, the Contract has not been amended other than as set forth in the Recitals hereto and is in full force and effect, and constitutes a valid and binding obligation of, and is legally enforceable in accordance with its terms against ProGas. ProGas has complied in all material respect with the Contract and is not in default thereunder, and there has not occurred any event which (whether with or without notice, lapse of time or both) would constitute such a default under the Contract by ProGas.
(f) Except for the TCPL Consent and the Producer Approval, which ProGas will endeavor to obtain as provided in Section 2.3, ProGas has obtained all permits, licenses, approvals, consents and exemptions (collectively, "Approvals") required for ProGas to perform its obligations under this Agreement and to terminate the Contract, required by applicable laws, statutes, rules and regulations in effect as of the date hereof, and (i) each such Approval was duly obtained, validly issued, and is in full force and effect and all applicable appeal periods with respect thereto have expired or the right to appeal by all parties entitled to appeal has been irrevocably waived, (ii) ProGas has complied with all material conditions stated in such Approvals which are required to have been complied with as of the date hereof and (iii) ProGas is not in default of any provision of such Approvals and no basis exists for invalidating, revoking or terminating any such Approval.
(g) No finder, broker or agent has been employed, appointed or authorized to act on ProGas' behalf in connection with the transactions contemplated by this Agreement.
14. REPRESENTATIONS AND WARRANTIES OF NEA.
NEA makes no representations and warranties except as expressly stated herein. NEA represents and warrants to ProGas as of the date hereof as follows:
(a) NEA is a limited partnership validly existing and in good standing under the laws of the Commonwealth of Massachusetts, and is duly qualified to transact business and is in good standing in each jurisdiction where failure to so qualify would have a material adverse effect on the performance by NEA of its obligations under this Agreement. NEA has all requisite limited partnership power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby. The execution and delivery of, and the performance by NEA of its obligations under this Agreement have been duly and validly authorized by all necessary limited partnership action of NEA. This Agreement has been duly and validly executed and delivered by NEA and constitutes its valid and binding obligation, enforceable against NEA in accordance with its terms (except to the extent that enforcement may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws from time to time in effect that affect creditors' rights generally and subject to the qualification that general equitable principles may limit the enforcement of certain remedies).
(b) The execution and delivery of this Agreement by NEA, the fulfillment of and the compliance by NEA with the respective terms and provisions of this Agreement, and the consummation by NEA of the transactions described herein do not and will not (i) violate or conflict with any provisions of NEA's limited partnership agreement or other governing documents, (ii) provided that the TCPL Consent is obtained and remains in full force and effect, violate, conflict with or result in the breach or termination of any agreement or instrument to which NEA is a party or is bound by and which could have an adverse effect on the consummation or performance, or consummation and performance, by NEA of the transactions contemplated by this Agreement, or (iii) violate or conflict with any law, rule, ordinance, regulation, judgment, order, injunction, decree or award that applies to or binds NEA or any of its assets.
(c) (i) NEA has good, valid and marketable title to the Contract and (ii) except as contemplated in the Contract, or the Bond Indentures, NEA has not assigned or otherwise transferred to any third party any of its rights, duties, liabilities or obligations under this Agreement or the Contract.
(d) There is no action, suit, claim, arbitration, proceeding, investigation or litigation pending against NEA or, to the best of NEA's knowledge, threatened against or involving NEA, its property, the Contract, or this Agreement or any of the transactions contemplated herein or therein, at law or in equity, before or by any court, arbitrator or governmental authority, which could have an adverse effect on the consummation and/or performance by NEA of the transactions contemplated by this Agreement, including without limitation the termination of the Contract. No governmental agency or authority has at any time given notice of intention to commence or, to the best of NEA's knowledge, commenced any investigation relating to the legal right of NEA to perform its obligations under this Agreement, which could have an adverse effect on the consummation and/or performance by NEA of the transactions contemplated by this Agreement, including without limitation the termination of the Contract.
(e) Prior to the date hereof the Contract has not been amended other than as set forth in the recitals hereto and is in full force and effect, and constitutes a valid and binding obligation of, and is legally enforceable in accordance with its terms against NEA. NEA has complied in all material respects with the Contract and is not in default thereunder, and there has not occurred any event which (whether with or without notice, lapse of time or both) would constitute such a default under the Contract by NEA.
(f) No finder, broker or agent has been employed, appointed or authorized to act on NEA's behalf in connection with the transactions contemplated by this Agreement.
(g) NEA has obtained all Approvals required for NEA to perform its obligations under this Agreement and to terminate the Contract required by applicable laws, statutes, rules and regulations in effect as of the date hereof, and (i) each such Approval was duly obtained, validly issued, and is in full force and effect and all applicable appeal periods with respect thereto have expired or the right to appeal by all Parties entitled to appeal has been irrevocably waived, (ii) NEA has complied with all material conditions stated in such Approvals which are required to have been complied with as of the date hereof and (iii) NEA is not in default of any provision of such Approvals and no basis exists for invalidating, revoking or terminating any such Approval.
15. COUNTERPART EXECUTION.
This Agreement may be executed in counterpart, no one copy of which need be executed by both NEA and ProGas. A valid and binding contract shall arise if and when counterpart execution pages are executed and delivered by NEA and ProGas.
16. CONTRACT VALIDITY.
Neither Party shall initiate or assert in any regulatory, judicial, arbitral or administrative proceeding that (1) it has been damaged due to the termination of the Contract as of the Contract Termination Date or (2) it acted imprudently in its agreement to terminate the Contract.
17. INDEMNITY.
(a) Each Party shall be liable to and shall defend, indemnify and hold harmless the other Party and its and their respective directors, officers, members, partners, shareholders, employees, managers, agents, trustees, beneficiaries, representatives, lenders, affiliates, successors and permitted assigns (each an "Indemnified Person") for, from and against any and all claims, liabilities, obligations, actions, demands, judgments, losses, costs, expenses (including reasonable legal fees on a solicitor and own client basis incurred in connection therewith), suits, proceedings and damages (but expressly excluding consequential, indirect, exemplary, special, incidental, economic or punitive losses, damages or claims including, without limitation, losses of profit) asserted against or suffered or incurred by any Indemnified Person in connection with breach of this Agreement by the indemnifying Party; provided, however, that in the event any Claim results from the joint or concurrent negligence or willful misconduct of, or breaches of this Agreement by, both Parties, each Party shall be liable under this indemnification provision in proportion to its relative degree of fault.
(b) In the event that a Party is obligated to indemnify and hold harmless any Indemnified Person pursuant to this Section 17, the amount owing to the Indemnified Person shall be the amount of such Indemnified Person's actual, reasonable, documented out-of-pocket costs, net of any insurance or other recovery actually received by the Indemnified Person.

18. AMENDMENT.
This Agreement may be amended, modified or supplemented only by written agreement signed by both Parties.
IN WITNESS WHEREOF, the undersigned have consented and caused this Agreement to be executed as of the date first indicated above.
	NORTHEAST 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
		Name: Michael Leighton Title: Vice President
	PROGAS LIMITED
	By:	LEE LUNDE
		Lee Lunde President
	By:	DELWYN ROBOSTAN
		Delwyn Robostan Director of Marketing

Annex A FORM OF PROMISSORY NOTE
____________________, 2003
FOR VALUE RECEIVED, the undersigned, _______________________________________, a __________________________________ (the "Maker"), unconditionally promises to pay to the order of PROGAS LIMITED, a Canada corporation (the "Payee"), on the Termination Note Payment Date, as such term is defined in that certain Termination Agreement dated as of ___________, 2003 between the Payee and Northeast Energy Associates, a Limited Partnership, (the "Termination Agreement") in the lawful money of the United States of America the principal sum of $_________________, together with interest on the unpaid principal balance outstanding from time to time, in accordance with the terms set forth in this Promissory Note ("Promissory Note").
The aggregate unpaid principal amount of this Promissory Note from time to time outstanding shall bear interest at the rate of 6% per annum (compounded monthly), with interest on overdue interest and principal, before and after maturity, from the date hereof until this Promissory Note is paid in full.
To the extent permitted by applicable law, the covenant of the Maker to pay interest at the rate provided herein shall not merge in any judgment relating to any obligation of the Maker to the Payee and the provisions of the Interest Act (Canada) and the Judgment Interest Act (Alberta) are hereby waived by the Maker and the Payee.
Maker waives all requirements of notice, presentment or demand and no failure on the part of Payee to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right.
All payments of principal and interest under this Promissory Note shall be made by the Maker in immediately available funds, payable by wire transfer to Payee in accordance with the wire transfer instructions set forth in Section 3.2(a) of the Termination Agreement, or to such other banking institution designated in writing by Payee. If any deduction or withholding for any present or future taxes (other than income taxes of the Payee), assessments or other governmental charges of the country (or any political subdivision or taxing authority thereof or therein) in which the Maker is incorporated, shall at any time be required by such country (or any such political subdivision or taxing authority) in respect of any amounts to be paid by the Maker of principal of or interest under this Promissory Note, then the Maker will pay to the Payee such additional amounts as may be necessary in order that the net amounts paid to such Payee, who, with respect to any such tax, assessment or other governmental cha rge, is not resident in such country, after such deduction or withholding, shall be not less than the amounts specified in this Promissory Note to which Payee is entitled.
This Promissory Note is not a negotiable instrument and shall not be assignable under any circumstances. Any purported assignment of this Promissory Note shall be void ab initio.
This Promissory Note shall inure to the benefit of and be enforceable by Payee and Payee's successors and assigns and shall be binding and enforceable against Maker and Maker's successors and assigns. Maker shall not assign its obligations under this Promissory Note without the written consent of Payee.
Maker represents and warrants (i) that it 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 Promissory Note; (ii) that the execution, delivery and performance of this Promissory Note have been and remain duly authorized by all necessary corporate action and do not contravene the Maker's constitutional documents or any contractual restriction binding on the Maker or its assets; and (iii) that this Promissory Note constitutes the legal, valid and binding obligation of the Maker enforceable against Maker in accordance with its terms.
This Promissory Note shall be interpreted, governed and construed under the laws of the Province of Alberta, Canada (without giving effect to its conflict of laws provisions which could apply the law of another jurisdiction). All disputes arising between the Parties concerning the construction or enforcement of this Promissory Note shall be heard by the courts of Alberta and the parties hereby consent to the jurisdiction in Alberta and agree that Alberta is a convenient venue for any proceedings between the Parties.
	[Name of Maker]
	By:
		Name:
		Title:

EX-10

Exhibit 10(2)

Partial
Termination
Agreement



between



ProGas Limited



and



Northeast Energy Associates,
A Limited Partnership



Dated as of July 11, 2003

PARTIAL TERMINATION AGREEMENT
THIS PARTIAL TERMINATION AGREEMENT (the "Agreement") is made this 11th day of July, 2003, (the "Effective Date") by and between PROGAS LIMITED, a Canada corporation ("ProGas"), and NORTHEAST ENERGY ASSOCIATES, A LIMITED PARTNERSHIP, a Massachusetts limited partnership ("NEA") (each a "Party", and collectively the "Parties").
WITNESSETH:
WHEREAS, ProGas and NEA are parties to two contracts pursuant to which ProGas sells natural gas to NEA for consumption at NEA's 300 MW natural gas-fired electrical and steam generation facility located in Bellingham, Massachusetts (the "Facility");
WHEREAS, ProGas and NEA are parties a Gas Purchase Contract, dated as of May 12, 1988, as amended by an Amending Agreement, dated as of April 17, 1989, and by a Second Amending Agreement, dated as of June 23, 1989, and by an Amending Agreement, dated as of November 1, 1991, and by an Amending Agreement and a Letter Agreement, both dated as of July 30, 1993 (collectively, the "NEA Base Contract"), as further amended by an Amending Agreement dated as of March 1, 2003 (the "Amending Agreement") (the NEA Base Contract, as amended by the Amending Agreement, the "Contract");
WHEREAS, the Contract governs the purchase by NEA and sale by ProGas of 35,418 MMBtus/day of natural gas;
WHEREAS, pursuant to the terms and conditions set forth herein, the Parties desire to terminate their respective obligations to buy and sell a portion of the Daily Contract Quantity (as defined in the Contract and hereinafter referred to as the "Daily Contract Quantity") equal to 22,911 MMBtus/day so that the resulting Daily Contract Quantity under the Contract will be 12,507 MMBtus/day, subject to adjustment as described herein;
WHEREAS, the Parties agree that NEA will pay to ProGas or ProGas will pay to NEA, as appropriate, a Partial Termination Payment (as hereinafter defined) in consideration for the agreement to reduce the quantity of natural gas purchased and sold pursuant to the Contract;
WHEREAS, the Parties have entered into a Termination Agreement, dated as of July 10, 2003 (the "Termination Agreement"), pursuant to which NEA will pay ProGas approximately twenty-four million U.S. dollars (US$24,000,000), a portion of which proceeds will enable ProGas to make the ProGas Partial Termination Payment (as hereinafter defined) to the extent required pursuant to Section 3.2(b) of this Agreement;
WHEREAS, pursuant to an agreement (the "Firm Service Agreement") with TCPL (as hereinafter defined), ProGas has obtained firm gas transportation service from TCPL for the natural gas to be supplied to NEA under the Contract, and will incur costs in connection with such gas transportation arrangements in the event that the Contract is terminated;
WHEREAS, pursuant to the ProGas/TransCanada NE Assignment Agreement dated on or about July 30, 1993, by and between ProGas and TCPL (the "Assignment Agreement"), ProGas collaterally assigned to TCPL certain payments due to ProGas from NEA under the Contract as security for payment of amounts due to TCPL under the Firm Service Agreement;
WHEREAS, pursuant to the Northeast Notice and Consent dated as of July 30, 1993, by and among ProGas, TCPL and NEA, NEA consented to such collateral assignment and other terms and conditions under the Assignment Agreement;
WHEREAS, pursuant to Section 6.3 of the Assignment Agreement, ProGas may not amend, modify or terminate the Contract without the prior written consent of TCPL;
WHEREAS, pursuant to the Bond Indentures (as hereinafter defined), NEA is prohibited from amending, modifying or terminating the Contract unless certain requirements described therein have been satisfied; and
WHEREAS, the Parties have agreed to a certain calculation methodology for determining the amount of the Partial Termination Payment, which will be based on certain prevailing market conditions on the Partial Termination Payment Calculation Date (as hereinafter defined).
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
1. DEFINITIONS; TERM; APPENDICES
In addition to terms defined in the recitals hereto, the following terms shall have the meanings set forth below.
1.1 Defined Terms.
"Affected Producers" means the producers who have entered into long-term gas purchase agreements with ProGas and who are entitled to cast ballots approving or disapproving the pricing under the Replacement Resale Arrangement.
"Annual After Tax Discount Rate" means the agreed-upon proxy for ProGas' after tax discount rate, equal to 6.98% and used for the calculation of the NYMEX Reference Price and NYMEX Final Price.
"Approvals" has the meaning set forth in Section 13(f).
"Base Partial Termination Payment" has the meaning set forth in Section 3.2.
"Bond Indentures" means, collectively, the Trust Indenture dated as of November 15, 1994 among ESI Tractebel Funding Corp. (as successor to IEC Funding Corp.), as Issuer, NEA, NJEA and State Street Bank and Trust Company, as Trustee, as amended to date, and the Indenture dated as of February 19, 1998 by and among ESI Tractebel Acquisition Corp., as Issuer, Northeast Energy, L.P. and State Street Bank and Trust, as Trustee and Collateral Agent, as amended to date, pursuant to which senior notes and subordinated bonds, respectively, were issued to finance, in part, the Facility, together with any successor loan and security documents resulting from a refinancing, defeasance or exchange of such senior notes or subordinated bonds.
"Broker Quotes" means the written Mid-Market price quotations for monthly NYMEX Henry Hub Gas Prices obtained from OTC Brokers.
"Business Day" means Monday through Friday, excluding any day on which banks in either Calgary, Alberta (Canada) or New York, New York (U.S.A.) are closed for business.
"Calculation Period" means the period from the later of (i) January 1, 2004 and (ii) the first day of the month following the month during which the Closing Notice is delivered through December 31, 2013.
"Calendar Year Swap Spread" has the meaning set forth in Section 3.4(a)(ii).
"Closing Date" has the meaning set forth in Section 3.1(a).
"Closing Notice" has the meaning set forth in Section 3.1(a).
"Deviation Percentage" has the meaning set forth in Section 3.4(b).
"Effective Date" has the meaning set forth in the Preamble hereto.
"Eligible Broker Quotes" has the meaning set forth in Section 3.4(a)(ii).
"Expiration Date" has the meaning set forth in Section 2.2.
"Fixed Price Replacement Arrangement" has the meaning set forth in Section 2.4(d).
"Indenture Compliance Arrangement" has the meaning set forth in Section 2.4(a).
"Indemnified Person" has the meaning set forth in Section 17(a).
"JCP&L PPA Restructuring" has the meaning set forth in Section 2.4(c)
"Mid-Market" means the average of the "bid" and "offer" prices for natural gas. If bid and offer pricing is not simultaneously available, then for the purposes of this Agreement, the Mid-Market shall mean the "settlement" price published or quoted by NYMEX on the day that such pricing was sought, or the price most reasonably equivalent thereto.
"National Energy Board" means the National Energy Board, a Canadian governmental agency established by the National Energy Board Act, Chapter N-7 of the Consolidated Statutes of Canada, or any successor board, agency or governmental authority.
"NEA Partial Termination Payment" means the amount to be paid by NEA to ProGas, to the extent required pursuant to Section 3.2(a), in consideration for the reduction of the Daily Contract Quantity to the Remaining Daily Contract Quantity on the Partial Termination Date, the spreadsheet showing the final calculations of which shall be attached hereto on the Closing Date as Appendix C.
"NEA Payment Cap" has the meaning set forth in Section 3.2(a).
"NEA Threshold" has the meaning set forth in Section 3.2(a).
"NEB Approval" means the approval of the National Energy Board of the Reduction Amendment pursuant to subsection 17(5) of the National Energy Board Act Part VI (Oil and Gas) Regulations.
"NJEA" means North Jersey Energy Associates, A Limited Partnership.
"NYMEX" means the New York Mercantile Exchange, Inc.
"NYMEX Final Price" means the average of the NYMEX Henry Hub Gas Prices for each month in the Calculation Period calculated as of the Partial Termination Payment Calculation Date using the average of (1) the relevant prices for such date, (2) the relevant prices for the Business Day immediately preceding such date, and (3) the relevant prices for the date that is two (2) Business Days prior to such date. An example of this calculation is shown on Appendix A.
"NYMEX Henry Hub Gas Prices" means the gas futures contract price for natural gas delivered at Henry Hub in U.S. Dollars per MMBtu, for each month from January 1, 2004 up to and including the year 2013 as determined in accordance with Section 3.4.
"NYMEX Price Differential" means the NYMEX Final Price minus the NYMEX Reference Price. The NYMEX Price Differential may be a negative number. An example of this calculation is shown on Appendix A.
"NYMEX Reference Price" means the average of the NYMEX Henry Hub Gas Prices for each month in the Calculation Period calculated as of May 28, 2003 and as calculated and shown on Appendix A as US$4.869/MMBtu.
"NYMEX Settlement Date" means, for any month, the third (3rd) from the last Business Day of such month.
"OTC Brokers" means the brokers listed on Appendix D and any other brokers agreed to in writing by the Parties for the purpose of providing Broker Quotes; provided, that any broker that is currently a counterparty to ProGas or NEA or who is in negotiations with ProGas or NEA to become a counterparty to ProGas or NEA respectively under any contract or other business arrangement or who for any other reason may not be a disinterested party for purposes of providing fair, arms-length, unbiased quotations under this Agreement shall not be an OTC Broker.
"Partial Termination Date" has the meaning set forth in Section 2.1.
"Partial Termination Payment" means either the NEA Partial Termination Payment or the ProGas Partial Termination Payment.
"Partial Termination Payment Calculation Date" has the meaning set forth in Section 3.1(a).
"Producer Approval" means a Finding of Producer Support (as defined in the Alberta Natural Gas Marketing Act) issued by the Alberta Petroleum Marketing Commission pursuant to the Alberta Natural Gas Marketing Act which evidences the consent of the Affected Producers to the pricing under the Replacement Resale Arrangement.
"ProGas Partial Termination Payment" means the amount to be paid by ProGas to NEA, to the extent required pursuant to Section 3.2(b), in consideration for the reduction of the Daily Contract Quantity to the Remaining Daily Contract Quantity on the Partial Termination Date, the spreadsheet showing the final calculations of which shall be attached hereto on the Closing Date as Appendix C.
"ProGas Payment Cap" has the meaning set forth in Section 3.2(b).
"ProGas Threshold" has the meaning set forth in Section 3.2(b).
"Published Values" means for any month the price for natural gas published by NYMEX in respect of that month on its website (www.nymex.com/jsp/markets/ng_fut_csf.jsp) in the table titled "Session Expanded Table" under the column "Most Recent Settle" on the day in which the value is sought, or if such website, table or column, as the case may be is discontinued or no longer available, the correlative information available on such website or on or through any successor or substantially equivalent information repository agreed to by the Parties.
"Reduction Amendment" has the meaning set forth in Section 2.1.
"Remaining Daily Contract Quantity" means 12,507 MMBtus/day, subject to adjustment pursuant to Section 3.2(a) or 3.2(b).
"Replacement Resale Arrangement" means the resale arrangement or arrangements entered into or to be entered into by ProGas to resell gas volumes that would otherwise have been sold or made available to NEA under the Contract absent the Reduction Amendment.
"Required Ballots" has the meaning set forth in Section 2.3(b).
"Swap Spread-Derived Price" has the meaning set forth in Section 3.4(a)(ii).
"Swap Spread-Derived Price Calculation" has the meaning set forth in Section 3.4(a)(ii).
"TCPL" means TransCanada PipeLines Limited, a Canada corporation and its successors and assigns.
"TCPL Consent" means the final and irrevocable consent of TCPL to the termination of the Contract required under the Assignment Agreement and obtained by ProGas pursuant to the terms hereof on terms and conditions reasonably acceptable to each of ProGas and NEA.
"Visible Market" means for any NYMEX Henry Hub Gas Price during any month, the Published Values or the Broker Quotes meeting the criteria set forth in Section 3.4(a)(ii).
1.2 Calculational Appendices.
(a) Appendices A and B to this Agreement set forth specific numerical values used to calculate various components of the Partial Termination Payment and sample numerical values used to calculate a sample Partial Termination Payment, which sample values shall be replaced with actual values (as of the Partial Termination Payment Calculation Date) in order to calculate the actual Partial Termination Payment, which shall be set forth on Appendix C. The Parties acknowledge and agree that the mathematical operations (addition, subtraction, multiplication and division) performed on the numerical values contained or to be contained in Appendices A through C in order to calculate the Partial Termination Payment are embedded as functions in a Microsoft Excel spreadsheet, a copy of which has been provided to each Party's legal counsel.
(b) It is the intent of the Parties that the provisions of Articles 1 through 18 of this Agreement shall be construed consistently with Appendices A through C and sample calculations contained therein, and that together such provisions and appendices shall embody the agreement of the Parties with respect to the calculation of the Partial Termination Payment.
2. TERMINATION; PARTIAL TERMINATION DATE; CONDITIONS PRECEDENT.
2.1 Partial Termination of and Amendment to Contract. Subject to the terms and conditions set forth below and provided that the Closing Date occurs on or prior to the Expiration Date the Parties agree that the Contract shall be amended to reduce the Daily Contract Quantity to the Remaining Daily Contract Quantity, effective as of 9:59 a.m. (Eastern time) on the later of (a) January 1, 2004 and (b) the day following the Closing Date (the "Partial Termination Date"), and agree to execute and deliver on the Partial Termination Date to each other a written acknowledgement of such amendment to the Contract (the "Reduction Amendment").
2.2 Termination of Agreement. This Agreement shall be effective as of the Effective Date. If the Closing Date does not occur on or prior to March 31, 2004 (or such later date as extended pursuant to Section 3.1(a) or by mutual written agreement of the Parties) (the "Expiration Date"), this Agreement shall terminate effective 12:01 a.m. Eastern time on April 1, 2004, unless the Closing Date is extended pursuant to Section 3.1(a) or by mutual written agreement of the Parties or this Agreement is terminated earlier pursuant to Section 3.2(c) or Section 2.3(c). In the event of any such termination of this Agreement, the Contract shall continue unamended and unaffected by virtue of this Agreement provided, however, such termination shall not release either Party from any claims by the other Party that it did not use commercially reasonable efforts in connection with its obligations under Sections 2.3 or 2.4 as applicable.
2.3 ProGas Covenants Pending Closing.
(a) Beginning on the Effective Date, ProGas shall use commercially reasonable efforts to obtain at its sole cost and expense, as promptly as practicable:
(i) the TCPL Consent,
(ii) the NEB Approval, and
(iii) the Producer Approval.
(b) ProGas shall promptly and with due diligence following the Effective Date solicit in writing the consent of the Affected Producers to the pricing under the Replacement Resale Arrangement, and shall, provided it receives the requisite number of ballots with the requisite level of support, from such Affected Producers (the "Required Ballots"), petition the Alberta Petroleum Marketing Commission to issue, on an expedited basis, a Finding of Producer Support (as defined in the Alberta Natural Gas Marketing Act). ProGas shall provide NEA with periodic status reports as to its undertaking with respect to the TCPL Consent, the NEB Approval, the Required Ballots and the Producer Approval, and shall provide NEA with written notice within three (3) Business Days of receipt of each of the TCPL Consent, the NEB Approval and the Producer Approval, provided however if ProGas notifies NEA in writing that ProGas has solicited the Affected Producers in writing but has determined that is has not received th e Required Ballots and that Producer Approval cannot be obtained, then ProGas shall be released from its obligations under this Section 2.3(b) and shall have no liability for failure to obtain the Producer Approval.
(c) If ProGas has not obtained the NEB Approval and the Producer Approval within forty-five (45) days of the Effective Date, it shall so notify NEA in writing of such fact, together with its best estimate of whether, and if applicable the date by which, it expects the NEB Approval and the Producer Approval to be obtained, and NEA shall have the right to terminate this Agreement within ten (10) days of such written notice by delivering a notice of termination of this Agreement to ProGas; provided, however, if ProGas has obtained (i) the Required Ballots within forty-five (45) days of the Effective Date and such Required Ballots are sufficient in ProGas' reasonable judgment to require the Alberta Petroleum Marketing Commission to issue a Finding of Producer Support and (ii) other evidence that the NEB Approval will be issued in due course, then ProGas shall have the right, but not the obligation, to irrevocably waive the condition precedent set forth in Section 2.5(d) and/or Section 2.5(e) (as the case may be) by delivering to NEA written notice of such waiver, in which case NEA shall not have the right to terminate the Agreement pursuant to this Section 2.3(c). For the avoidance of doubt, if ProGas waives the condition precedent set forth in Section 2.5(d) or Section 2.5(e) in accordance with this section, and subsequent thereto, the Alberta Petroleum Marketing Commission fails to issue, refuses to issue or rescinds the issuance of a Finding of Producer Support or the NEB fails to issue, refuses to issue or rescinds the issuance of the NEB Approval, ProGas shall not be relieved from its obligation to consummate the transactions contemplated herein and shall bear all risk and costs associated therewith.
(d) If NEA terminates this Agreement by delivery of a termination notice in accordance with Section 2.3(c), this Agreement shall terminate as of the date of such notice and be of no further force and effect. In the event of such termination, the Contract shall continue in full force and effect, unamended and unaffected by virtue of this Agreement; provided, however, such termination shall not release either Party from any claims by the other Party that it did not use commercially reasonable efforts in connection with its obligations under Sections 2.3 or 2.4 as applicable.
(e) ProGas covenants and agrees that once any of the TCPL Consent, the NEB Approval, the Required Ballots or the Producer Approval is obtained, ProGas shall not take or consent to the taking of any action to rescind, cancel or abrogate the effectiveness or finality of the TCPL Consent, the NEB Approval, the Required Ballots or the Producer Approval.
2.4 NEA Covenants Pending Closing.
(a) Beginning on the Effective Date, NEA shall use commercially reasonable efforts and due diligence to obtain and/or to cause NJEA to obtain, at NEA's sole cost and expense, as promptly as practicable, one of the following arrangements (as the case may be, an "Indenture Compliance Arrangement") (1) alternative gas and/or power supply arrangements on terms and conditions commercially reasonably acceptable to it that will permit the partial termination of the Contract in accordance with the requirements of the Bond Indentures, (2) the JCP&L PPA Restructuring and the Fixed Price Replacement Arrangements or (3) other arrangements reasonably acceptable to it that will permit the partial termination of the Contract in accordance with the requirements of the Bond Indentures. ProGas acknowledges and agrees that NEA shall have the right to elect, in its sole and absolute discretion, which Indenture Compliance Arrangement NEA shall endeavor to obtain in accordance with this section. NEA shall provide ProGas with periodic status reports as to NEA's undertaking with respect thereto and shall provide ProGas with written notice within three (3) Business Days of finalization of the terms of an Indenture Compliance Arrangement.
(b) NEA covenants and agrees that once an Indenture Compliance Arrangement has been obtained in accordance with Section 2.4(a), NEA shall not take any action to rescind, cancel or abrogate the effectiveness or finality of the Indenture Compliance Arrangement.
(c) Beginning on the Effective Date, NEA shall use commercially reasonable efforts and due diligence to consummate and/or to cause NJEA to consummate, at NEA's sole cost and expense, as promptly as practicable, the restructuring of the power purchase agreement between NJEA and Jersey Central Power & Light Company pursuant to the filing made with the New Jersey Board of Public Utilities on June 24, 2003 (the "JCP&L PPA Restructuring") on terms and conditions reasonably acceptable to NJEA and NEA so as to facilitate NEA in obtaining an Indenture Compliance Arrangement; provided however, if NEA notifies ProGas in writing that NEA has determined that the JCP&L PPA Restructuring cannot be consummated pursuant to its terms, then NEA shall be released from any and all obligations under this Section 2.4(c) and shall have no liability hereunder to ProGas for failure to pursue a JCP&L PPA Restructuring.
(d) Beginning on the Effective Date, NEA shall use commercially reasonable efforts and due diligence to obtain and/or to cause NJEA to obtain, at NEA's sole cost and expense, as promptly as practicable either a fixed-price electric power contract or a fixed-price gas supply agreement (as the case may be, the "Fixed Price Replacement Arrangement") on terms and conditions reasonably acceptable to NEA so as to facilitate NEA in obtaining an Indenture Compliance Arrangement.
2.5 Conditions Precedent to Obligations of ProGas. ProGas' obligation to effect the transactions set forth herein is subject to the satisfaction at or before the Closing Date of the following conditions (any of which ProGas may waive):
(a) Representations and Warranties. All of the representations and warranties of NEA in Section 14 shall be true and correct in all respects as though made on and as of the Closing Date (unless the incorrectness of such representations and warranties does not have a material adverse effect on the rights of ProGas), and NEA shall have delivered a certificate, duly executed by an authorized officer, with respect to such representations and warranties. NEA shall have performed, or caused to be performed, all of the agreements and covenants to be performed by it under this Agreement as of the Closing Date, unless the non-performance of such agreements and covenants does not have a material adverse effect on the rights of ProGas hereunder.
(b) No Legal Restraint. Neither Party shall be subject to any order, decree, injunction, or other legal restraint or prohibition of a court or agency of competent jurisdiction which enjoins, prohibits or materially interferes with the consummation of the closing on the Closing Date or the Reduction Amendment.
(c) TCPL Consent. The TCPL Consent shall have been obtained and remain in full force and effect.
(d) NEB Approval. ProGas shall have obtained the NEB Approval
(e) Producer Approval. ProGas shall have obtained the Producer Approval.
(f) Termination Agreement Closing. The "Closing Date" under and as defined in the Termination Agreement shall have occurred and, if such Closing Date under this Agreement occurs on or after January 2, 2004, the payment to ProGas of any amounts owing under the Termination Note(s) given thereunder shall have been made by or on behalf of NEA to ProGas.
(g) Payment of NEA Partial Termination Payment. If NEA is obligated to pay the NEA Partial Termination Payment to ProGas, then NEA shall have paid to ProGas the NEA Partial Termination Payment in accordance with Section 3.5.
(h) Adjustment Acknowledgement. NEA shall have executed and delivered to ProGas the acknowledgement of the Reduction Amendment.
2.6 Conditions Precedent to Obligations of NEA. NEA's obligation to effect the transactions set forth herein is subject to the satisfaction at or before the Closing Date of the following conditions (any of which NEA may waive):
(a) Representations and Warranties. All of the representations and warranties of ProGas in Section 13 shall be true and correct in all respects as though made on and as of the Closing Date (unless the incorrectness of such representations and warranties does not have a material adverse effect on the rights of NEA), and ProGas shall have delivered a certificate, duly executed by an authorized officer, with respect to such representations and warranties. ProGas shall have performed, or caused to be performed, all of the agreements and covenants to be performed by it under this Agreement as of the Closing Date, unless the non-performance of such agreements and covenants does not have a material adverse effect on the rights of NEA hereunder.
(b) No Legal Restraint. Neither Party shall be subject to any order, decree, injunction, or other legal restraint or prohibition of a court or agency of competent jurisdiction which enjoins, prohibits or materially interferes with the consummation of the closing on the Closing Date or the Reduction Amendment.
(c) TCPL Consent. The TCPL Consent shall have been obtained and remain in full force and effect.
(d) JCP&L PPA Restructuring. The closing for the JCP&L PPA Restructuring shall have occurred.
(e) Fixed Price Replacement Arrangement. NEA shall have entered into, or shall have caused NJEA to enter into, a Fixed Price Replacement Arrangement.
(f) Termination Agreement Closing. The consummation of the transactions contemplated under the Termination Agreement shall have occurred.
(g) Payment or Discharge of ProGas Partial Termination Payment. If the Closing date under this Agreement occurs on or after January 2, 2004 or if the Termination Payment payable under the Termination Agreement has been paid in full, and ProGas is obligated to pay the ProGas Partial Termination Payment to NEA, then ProGas shall have paid to NEA the ProGas Partial Termination Payment in accordance with Section 3.5.
(h) Producer Approval. The Producer Approval shall have been obtained (except to the extent waived by ProGas pursuant to Section 2.3(c)).
(i) Indenture Compliance Arrangement. An Indenture Compliance Arrangement shall have been obtained in accordance with Section 2.4 and remain in full force and effect.
(j) Adjustment Acknowledgement. ProGas shall have executed and delivered to NEA the acknowledgement of the Reduction Amendment.
3. CALCULATION OF PARTIAL TERMINATION PAYMENT; PARTIAL TERMINATION PAYMENT DATE.
3.1 Closing Date and Partial Termination Payment Calculation Date.
(a) Within three (3) Business Days of the last of the following events to occur or be waived by the Party entitled to the benefit of such condition precedent: (i) the closing of the JCP&L PPA Restructuring, (ii) NEA's obtaining an Indenture Compliance Arrangement, (iii) execution of a Fixed Price Replacement Arrangement, (iv) receipt by ProGas of the Producer Approval, (v) receipt by ProGas of the NEB Approval and (vi) receipt of an executed copy of the TCPL Consent, NEA shall deliver to ProGas a written notice (the "Closing Notice") in accordance with Section 5 stating that the foregoing conditions precedent (those listed in clauses (i) through (vi)) have been satisfied (or been waived by the Party entitled to the benefit of such condition precedent). The calculation of the NYMEX Final Price and the Partial Termination Payment by ProGas in accordance with Section 3.2 shall occur on the next NYMEX Settlement Date to occur after NEA delivers the Closing Notice (the "< U>Partial Termination Payment Calculation Date"). The date upon which NEA shall pay to ProGas or ProGas shall pay to NEA, as appropriate, the Partial Termination Payment in accordance with Section 3.5 shall be mutually agreed to by the Parties, but in no event shall occur more than ten (10) Business Days after the Partial Termination Payment Calculation Date (the "Closing Date"), provided however in the event such Closing Date should occur prior to January 2, 2004 and NEA has delivered Termination Note(s) to ProGas under the Termination Agreement and the outstanding balance on such Termination Note(s) is equal or greater than the amount of the ProGas Partial Termination Payment, ProGas shall not be obligated to make any Partial Termination Payment, which may be owed by it, until January 2, 2004. Provided further however that if the Partial Termination Payment Calculation Date occurs in March 2004, the Closing Date shall be no later than March 31, 2004; provided, further, if the Closing Notice is delivered, but the Parties are unable to calculate the Base Partial Termination Payment on or before March 30, 2004 due to the inability to determine the NYMEX Henry Hub Gas Prices pursuant to Section 3.4, then the Expiration Date shall be extended day for day until the Closing Date occurs (but in no event later than April 30, 2004). If the Closing Date occurs after March 31, 2004 pursuant to the preceding sentence, then the Partial Termination Date shall occur on the day following the Closing Date and the Reduction Amendment shall be effective as of 9:59 a.m. (Eastern time) of such day.
(b) The Parties acknowledge and agree that the Closing Date will occur prior to the Partial Termination Date and that nothing in this Agreement shall modify, relieve or excuse ProGas' or NEA's respective obligations to deliver, receive and pay for, the full Daily Contract Quantity of 35,418 MMBtus/day under the Contract through 9:59 a.m. (Eastern time) on the day following the Partial Termination Date.
3.2 Calculation of Partial Termination Payment. The "Base Partial Termination Payment" shall be equal to (1) negative eighteen million two hundred fifty thousand U.S. dollars (-US$18,250,000) plus (2) the product of negative fifty-six million five hundred thousand U.S. dollars (-US$56,500,000) times the NYMEX Price Differential. An example of this calculation is shown on Appendix B.
(a) If the Base Partial Termination Payment is a positive number, then NEA shall pay to ProGas the NEA Partial Termination Payment, which shall be an amount equal to the Base Partial Termination Payment, but in no event in excess of twenty million U.S. dollars (US$20,000,000) (the "NEA Payment Cap"); provided, however, if the Base Partial Termination Payment exceeds the NEA Payment Cap, then ProGas shall accept payment of the NEA Partial Termination Payment in the amount of the NEA Payment Cap and the Contract shall be amended so that the Remaining Daily Contract Quantity shall be an amount equal to the difference between (A) 35,418 MMBtus/day and (B) the product of a fraction, the numerator of which is equal to twenty million U.S. Dollars (US$20,000,000) and the denominator of which is equal to the Base Partial Termination Payment, multiplied by 22,911 MMBtus/day; provided that in no event shall such amount be in excess of 19,418 MMBtus/day (the "NEA Threshold"). If the Rem aining Daily Contract Quantity as calculated pursuant to the preceding sentence exceeds the NEA Threshold, then:
(1) ProGas shall notify NEA, concurrently with providing documentation of its calculation of the amounts in Section 3.2(a) above, as to whether ProGas elects to accept payment of the NEA Partial Termination Payment in the amount of the NEA Payment Cap and to adjust the Remaining Daily Contract Quantity to an amount equal to the NEA Threshold, or
(2) If ProGas' notice provided for in Section 3.2(a)(1) states that ProGas declines to accept the election described in Section 3.2(a)(1), then within one (1) Business Day of receipt of such notice, NEA shall notify ProGas as to whether NEA agrees to waive the NEA Payment Cap and pay to ProGas an amount equal to (A) the Base Partial Termination Payment multiplied by (B) a fraction, the numerator of which is 16,000 MMBtus/day and the denominator of which is 22,911 MMBtus/day and to adjust the Remaining Daily Contract Quantity to an amount equal to the NEA Threshold.
If ProGas declines to accept its election under Section 3.2(a)(1) and NEA declines to exercise its election under Section 3.2(a)(2), the Parties shall re-calculate the Base Partial Termination Payment on the next NYMEX Settlement Date as set forth in Section 3.2(c).
(b) If the Base Partial Termination Payment is a negative number, then ProGas shall pay to NEA the ProGas Partial Termination Payment, which shall be an amount equal to the Base Partial Termination Payment times negative one (-1), but in no event in excess of five million U.S. Dollars (US$5,000,000) (the "ProGas Payment Cap"); provided, however, if the Base Partial Termination Payment times negative one (-1) exceeds the ProGas Payment Cap, then NEA shall accept payment of the ProGas Partial Termination Payment in the amount of the ProGas Payment Cap and the Contract shall be amended so that the Remaining Daily Contract Quantity shall be an amount equal to the difference between (A) 35,418 MMBtus/day and (B) the product of a fraction, the numerator of which is equal to negative five million U.S. Dollars (-US$5,000,000) and the denominator of which is equal to the Base Partial Termination Payment, multiplied by 22,911 MMBtus/day; provided that in no event shall such amount be in excess of 31,418 MMBtus/day (the "ProGas Threshold"). If the Remaining Daily Contract Quantity as calculated pursuant to the preceding sentence exceeds the ProGas Threshold, then:
(1) ProGas shall notify NEA, concurrently with providing documentation of its calculation of the amounts in Section 3.2(b) above, of whether ProGas agrees to waive the ProGas Payment Cap and pay to NEA an amount equal to (A) the Base Partial Termination Payment times negative one (-1) multiplied by (B) a fraction, the numerator of which is 4,000 MMBtus/day and the denominator of which is 22,911 MMBtus/day and to adjust the Remaining Daily Contract Quantity to an amount equal to the ProGas Threshold, or
(2) If ProGas' notice provided for in Section 3.2(b)(1) states that ProGas declines to accept the election described in Section 3.2(b)(1), then within one (1) Business Day of receipt of such notice, NEA shall notify ProGas as to whether NEA elects to accept payment of the ProGas Partial Termination Payment in the amount of the ProGas Payment Cap and to adjust the Remaining Daily Contract Quantity to an amount equal to the ProGas Threshold.
If ProGas declines to exercise its election under Section 3.2(b)(1) and NEA declines to accept its election under Section 3.2(b)(2), the Parties shall re-calculate the Base Partial Termination Payment on the next NYMEX Settlement Date as set forth in Section 3.2(c).
(c) If pursuant to Section 3.2(a) or 3.2(b) above, the Parties are obligated re-calculate the Base Partial Termination Payment on the next NYMEX Settlement Date, then the Base Partial Termination Payment shall be re-calculated on such date in accordance with the provisions hereof, and the Closing Date shall be determined as set forth in Section 3.1 using the new Partial Termination Payment Calculation Date. If such recalculation fails to result in a Closing hereunder, the Parties shall again recalculate the Base Partial Termination Payment as provided for in this Section 3.2(c) on the next NYMEX Settlement Date and the Closing Date shall be determined as set forth in Section 3.1 using the new Partial Termination Payment Calculation Date. Notwithstanding the foregoing, no recalculation(s) will be done pursuant to this Section 3.2(c) for a new Partial Termination Payment Calculation Date falling after April 30, 2004. If a Closing Date has not occurred after the two re-calculations contemplated hereunder eithe r Party may terminate this Agreement upon one (1) Business Day's prior written notice to the other Party. By way of example and for the avoidance of doubt:
(A) If the Base Partial Termination Payment as calculated pursuant to this Section 3.2 were equal to US$22,000,000 then payment of the NEA Partial Termination Payment in the amount of US$20,000,000 shall be made by NEA so long as the Remaining Daily Contract Quantity does not exceed the NEA Threshold, calculated as follows:
= 35,418 - [(US$20,000,000)/(US$22,000,0000)]*(22,911) = 35,418 - 20,828 = 14,590 MMBtus/day
(B) If the Base Partial Termination Payment as calculated pursuant to this Section 3.2 were equal to US$40,000,000, payment of the NEA Partial Termination Payment shall be made by NEA in the amount of US$20,000,000, so long as the Remaining Daily Contract Quantity does not exceed the NEA Threshold, calculated as follows:
= 35,418 - [(US$20,000,000)/(US$40,000,0000)]*(22,911) = 35,418 - 11,456 = 23,962 MMBtus/day.
Since this amount is greater than the NEA Threshold, the elections contained in Section 3.2(a)(1) and (a)(2) shall become operative. Absent an election by one of the parties under such sections, the Base Partial Termination Payment shall be re-calculated on the next NYMEX Settlement Date and the procedures described in Section 3.2 above shall be repeated in accordance with such section.
(C) If the Base Partial Termination Payment as calculated pursuant to this Section 3.2 were equal to -US$6,000,000 then payment of the ProGas Partial Termination Payment in the amount of US$5,000,000 shall be made by ProGas so long as the Remaining Daily Contract Quantity does not exceed the ProGas Threshold, calculated as follows:
= 35,418 - [(-US$5,000,000)/(-US$6,000,000)]*(22,911) = 35,418 - 19,092 = 16,325 MMBtus/day
(D) If the Base Partial Termination Payment as calculated pursuant to this Section 3.2 were equal to -US$30,000,000, payment of the ProGas Partial Termination Payment shall be made by ProGas in the amount of US$5,000,000, so long as the Remaining Daily Contract Quantity does not exceed the ProGas Threshold, calculated as follows:
= 35,418 - [(-US$5,000,000)/(-US$30,000,0000)]*(22,911) = 35,418 - 3,818 = 31,600 MMBtus/day.
Since this amount is greater than the ProGas Threshold, the elections contained in Section 3.2(b)(1) and (b)(2) shall become operative. Absent an election by one of the parties under such sections the Base Partial Termination Payment shall be re-calculated on the next NYMEX Settlement Date and the procedures described in Section 3.2 above shall be repeated in accordance with such section.
(d) If the Base Partial Termination Payment is equal to zero, neither Party shall be obligated to make payment of a Partial Termination Payment, and the Parties shall consummate the Closing as provided hereunder (subject to satisfaction of any remaining conditions precedent).
3.3 [RESERVED]
3.4 Determination of NYMEX Henry Hub Gas Prices. The monthly NYMEX Henry Hub Gas Prices used to calculate the NYMEX Reference Price as of May 28, 2003 have been determined and are set forth in Appendix A. The NYMEX Henry Hub Gas Prices used to determine the NYMEX Final Price shall be calculated as of the Partial Termination Payment Calculation Date and shall be determined consistent with the methodology used to determine the NYMEX Reference Price as shown on Appendix A and as described below:
(a) Use of Visible Market.
(i) For each month in the Calculation Period for which Published Values exist, the NYMEX Henry Hub Gas Price shall be the Published Values for that month;
(ii) For each month in the Calculation Period for which Published Values are not available, the Parties shall negotiate in good faith to agree upon stipulated values for the NYMEX Henry Hub Gas Price for such month. If the Parties cannot so agree within two (2) Business Days, then ProGas shall obtain, as promptly as commercially practicable and to the extent reasonably available, at least two (2) Broker Quotes for each NYMEX Henry Hub Gas Price for those months during the Calculation Period for which Published Values are not available and shall provide to NEA copies of all data, quotes and other information provided by the OTC Brokers in connection with such Broker Quotes. If Broker Quotes do not specify monthly prices for any given month during the Calculation Period, but do include Calendar Year Swap Spreads, then beginning with the first month for which no Published Value is available, the NYMEX Henry Hub Gas Price for such month shall be calculated as the sum of (1) the NYMEX Henry Hub Gas Price fo r the same month during the previous year plus (2) the Calendar Year Swap Spread (such amount, the "Swap Spread-Derived Price" and such calculation, the "Swap Spread-Derived Price Calculation"). "Calendar Year Swap Spread" means the value quoted by an OTC Broker as a differential to the price of the Henry Hub natural gas futures contract for a given month and year. This calculation shall be repeated for any "stub" year (i.e., any year for which fewer than 12 months of monthly prices are available) until such year has a stipulated NYMEX Henry Hub Gas Price for each month during such year. The Swap Spread-Derived Price Calculation shall continue to be used, to the extent available, for subsequent monthly prices by adding the correlative year's Calendar Year Swap Spread for any given month to price for the same month during the prior year. For example, if the last month for which a Published Value is available is May 2009, then the June 2009 NYMEX Henry Hub Gas Price shall equal the June 2008 value (i.e., $4.705/MMBtu on Appendix A) plus the Calendar Year Swap Spread for June 2009 (i.e., $.035/MMBtu), or $4.740 MMBtu. If Calendar Year Swap Spreads are not available for a given year and if any later Broker Quote provides the NYMEX Henry Hub Gas Price on a calendar year basis, then the monthly NYMEX Henry Hub Gas Price during each month of such calendar year for the annual Broker Quote shall be deemed to be the calendar year NYMEX Henry Hub Gas Price contained in the Broker Quote. All Broker Quotes obtained pursuant to this section shall be averaged, and Broker Quotes for any given NYMEX Henry Hub Gas Price (or Swap Spread-Derived Price) that are no greater than 105%, and no less than 95%, of the average of the Broker Quotes obtained for such NYMEX Henry Hub Gas Price (or Swap Spread-Derived Price) shall be "Eligible Broker Quotes" and all other Broker Quotes shall be disregarded for the purposes of this section. The arithmetic average of the Eligible Broker Quotes obtained for each NYMEX H enry Hub Gas Price for each month (or year or Swap Spread-Derived Price) shall be the NYMEX Henry Hub Gas Price for such month (or year or Swap Spread-Derived Price) for purposes of calculating the NYMEX Final Price.
(b) Absence of a Visible Market for Certain NYMEX Henry Hub Gas Prices. If neither Published Values nor Eligible Broker Quotes are available to determine the NYMEX Henry Hub Gas Price for any month in the Calculation Period, ProGas shall calculate the arithmetic average percentage change in the Visible Market for each of the NYMEX Henry Hub Gas Prices for all of the months during the Calculation Period for which Visible Market values for NYMEX Henry Hub Gas Prices are available (the "Deviation Percentage"). The Deviation Percentage shall be computed as (1) one hundred percent (100%) times (2) the simple sum of the Visible Market values for NYMEX Henry Hub Gas Prices for each NYMEX Henry Hub Gas Price for each month divided by (3) the simple sum of the analogous NYMEX Henry Hub Gas Prices for the correlative months used to calculate the NYMEX Reference Price. If the Deviation Percentage is:
(i) less than or equal to 1%, then the NYMEX Henry Hub Gas Prices for which there is no Visible Market for purposes of calculating the NYMEX Final Price will be the correlative NYMEX Henry Hub Gas Price used to calculate the NYMEX Reference Price as set forth in Appendix A.
(ii) greater than 1%, then (A) the Parties will select by mutual agreement a third-party consultant who has commercial expertise in gas price forecasting, long-term gas forward contract pricing and valuation, or other relevant expertise, and (B) such third-party consultant shall, as promptly as practicable but within (15) Business Days of being engaged (or such longer period of time as agreed to by the Parties), provide monthly NYMEX Henry Hub Gas Prices which, absent manifest error, will be used for the calculation of the NYMEX Final Price for which neither Published Values nor Eligible Broker Quotes are available. The Parties will equally share the cost of engaging the third-party consultant. If the Parties cannot agree upon the selection of the third-party consultant within five (5) Business Days from the date on which the Deviation Percentage is calculated, then each Party shall select a third-party consultant and those two consultants shall select a third consultant. All three consultants shall indepen dently provide monthly NYMEX Henry Hub Gas Prices within five (5) Business Days of the selection of the third consultant. The third consultant's monthly NYMEX Henry Hub Gas Prices shall be used in the calculation of the NYMEX Final Price, provided that each of such third consultant's prices for any month shall not be lower than the lower of the first two consultants' prices for such month nor higher than the higher of the first two consultants' prices for such month. If any of the consultants fail to provide monthly NYMEX Henry Hub Gas Prices within such five (5) Business Day period and the Parties are subsequently unable to agree upon stipulated values for the NYMEX Henry Hub Gas Prices using the procedures set forth in Section 3.4(a)(ii), then either Party may terminate this Agreement upon one (1) Business Day's prior written notice to the other Party. In the event of such termination, the Contract shall continue in full force and effect, unamended and unaffected by virtue of this Agreement and neither Par ty shall have any liability to the other Party as a result of such termination.
(c) Retention of NYMEX Henry Hub Gas Prices Data. Each of the Parties agree to save all data, quotes and other information (including without limitation the NYMEX Final Price) developed or obtained pursuant to this Section 3.4 until the Closing Date or the termination of this Agreement.
3.5 Payment of Partial Termination Payment.
(a) On the Closing Date (or such later date as provided in Section 3.1), subject to the satisfaction or waiver of the conditions set forth in Section 2.5 or Section 2.6 hereof (as applicable), NEA shall pay to ProGas or ProGas shall pay to NEA (as applicable) the Partial Termination Payment in immediately available funds, payable by wire transfer as follows:
(i) Payment to ProGas:
Pay Through:	Bank of America N.T. and S. A. ABA 026009593 Account Number 6550826336
For transfer to:	Toronto Dominion Bank, Transit 80609 FCT ProGas USA, Inc.
Favor:	806090805 7316583 ProGas Limited BP Center 11th Floor 240 4th Avenue S.W. Calgary, Alberta T2P2H8
or to such other banking institution designated in writing by ProGas at least two (2) Business Days prior to the Closing Date. Any such funds that are transmitted by wire transfer shall be timely wired so as to be received and confirmed on or before the close of business on the Closing Date of the receiving banking institution designated by ProGas in accordance with the previous sentence.
(ii) Payment to NEA:
	BBK: US Bank (ABA #091000022) BNF: US Bank Trust N.A. A/C: 173103321092 OBI: Corporate Trust REF#: 102560-001 for the account of NEA/NJEA Attn: TFM/CDR
or to such other banking institution designated in writing by NEA at least two (2) Business Days prior to the Closing Date. Such funds shall be timely wired so as to be received and confirmed on or before the close of business on the Closing Date of the receiving banking institution designated by NEA in accordance with the previous sentence; provided, however, if pursuant to the Termination Agreement, NEA has delivered to ProGas one or more Termination Note(s) as defined therein, then to the extent ProGas shall owe NEA the ProGas Partial Termination Payment in an amount less than the aggregate outstanding balance on the Termination Note(s), ProGas shall effectuate payment on the later of January 2, 2004 and the Closing Date of such ProGas Partial Termination Payment by reducing the amount due under the Termination Note by an amount equal to the ProGas Partial Termination Payment or in the event of two notes, by reducing the amount due under each of the Termination Note(s) by an amount equal to one-hal f of the ProGas Partial Termination Payment. To the extent that the ProGas Partial Termination Payment exceeds the outstanding balance on the Termination Note(s), if any, ProGas shall pay to NEA the amount of such excess in cash by wire transfer in accordance with this Section on the Closing Date.
ProGas shall have the right to set-off any amounts owed by it in respect of any ProGas Partial Termination Payment against any amounts owed to ProGas under the Termination Note(s), as defined under the Termination Agreement. Upon the effective date of such set-off (which shall be the later of the Closing Date hereunder and January 2, 2004), the amount due under the Termination Note(s) shall be reduced (in equal shares if more than one (1) Termination Note has been delivered to ProGas pursuant to the Termination Agreement) by the amount of such set-off. The obligations of ProGas and NEA under this Agreement or under the Termination Agreement in respect of such amounts shall be deemed satisfied and discharged to the extent of any such set-off. ProGas shall give NEA notice of any set-off effected under this Section, provided that failure to give such notice shall not affect the validity of the set-off. The rights provided by this Section are in addition to and not in limitation of any other right or remedy (inc luding any right to set-off, counterclaim or otherwise withhold payment) to which ProGas may be entitled (whether by operation of law, contract or otherwise). The term "set-off" as used herein means set-off, offset, combination of accounts, right of retention or withholding or similar right or requirement to which ProGas is entitled (whether arising under this Agreement, another agreement, applicable law or otherwise).
4. RESERVED.
5. NOTICES.
Any notice from one Party to the other shall be given in writing and shall be deemed to be given (1) as of the date transmitted by facsimile and received in full prior to the close of normal business hours of the recipient, (2) the day after the date sent by overnight courier or other means of next day personal delivery, or (3) the date of delivery by hand. For the purposes of this Section 5, such notices shall be mailed to the following respective addresses or the following respective facsimile numbers or to such others as may be hereafter designated by either Party:
	If to NEA: Northeast Energy Associates, A Limited Partnership c/o Northeast Energy, LP FPL Energy, LLC 700 Universe Blvd. P.O. Box 14000 Juno Beach, FL 33408 Attention: Nathan E. Hanson, Business Manager Phone: 561-304-5121 Facsimile: 561-304-5161
	If to ProGas: ProGas Limited 1100, 240 4th Avenue S.W. Calgary, Alberta Canada T2P 2H8 Attention: Shonda Day, Director Marketing Telephone: (403) 233-1310 Facsimile: (403) 233-5655
6. INTEGRATION AND FURTHER ASSURANCES.
Provided the Closing Date occurs, this Agreement and any amendments hereto prior to the Expiration Date and all releases, acknowledgments, documents and agreements collateral hereto contain the entire agreement and understanding between the Parties, their agents, employees and affiliates as to the subject matter contained herein and therein and supersede all prior agreements and understandings relating to the subject matter hereof. At any time and from time to time, upon the reasonable request of a Party, the other Party shall promptly execute and deliver any and all further instruments and documents and take such further action as the requesting Party may request in order to fully perform and carry out the terms of this Agreement.
7. NON-WAIVER.
No failure by either Party or any of its agents to exercise, no course of dealing with respect to, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, and, in addition, no provision of this Agreement shall be considered waived by either Party except when such waiver is given in writing. The failure of either Party to insist in any one or more instances upon strict performance of any of the provisions of this Agreement or to take advantage of any of its rights hereunder shall not be construed as a waiver of any such provisions or the relinquishment of any such rights for the future, but the same shall continue and remain in full force and effect.
8. ASSIGNMENT OR TRANSFER OF INTEREST.
This Agreement shall be binding upon and inure to the benefit of the respective heirs, administrators, representatives, executors, successors and permitted assigns of the Parties hereto; provided, however, that neither Party may assign, sell, transfer or in any other way convey its or his rights, duties or obligations under this Agreement, either in whole or in part, without the prior written consent of the other Party (which consent shall not be unreasonably withheld or delayed).
9. NO THIRD PARTY BENEFICIARIES.
The Parties do not intend to create rights in, or grant remedies to, any third party as a beneficiary of this Agreement or of any duty, covenant, obligation or understanding established under this Agreement.
10. EFFECT OF SECTION HEADINGS.
Section headings appearing in this Agreement are inserted for convenience only, and shall not be construed as interpretations of text.
11. GOVERNING LAW.
This Agreement shall be interpreted, governed and construed under the laws of the Province of Alberta, Canada (without giving effect to its conflict of laws provisions which could apply the law of another jurisdiction). All disputes arising between the Parties concerning the construction or enforcement of this Agreement that the Parties are unable to settle between themselves shall be submitted to a trial by judge. The Parties hereby waive any rights to a trial by jury. All proceedings shall be held in Alberta. The Parties hereby consent to jurisdiction in Alberta and agree that Alberta is a convenient venue for any proceedings between the Parties.
12. SEVERABILITY
If any term or provision of this Agreement or the interpretation or application of any term or provision to any prior circumstance is held to be unenforceable, illegal or invalid by a court or agency of competent jurisdiction, the remainder of this Agreement and the interpretation or application of all other terms or provisions other than those which are unenforceable, illegal or invalid shall not be affected thereby, and each term and provision shall be valid and be enforced to the fullest extent permitted by law.
13. REPRESENTATIONS AND WARRANTIES OF PROGAS.
ProGas makes no representations and warranties except as expressly stated herein. ProGas represents and warrants to NEA as of the date hereof as follows:
(a) ProGas is a corporation duly organized, validly existing and in good standing under the laws of Canada and is duly qualified to transact business and is in good standing in each jurisdiction where failure to so qualify would have a material adverse effect on the performance by ProGas of its obligations under this Agreement. ProGas has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of, and the performance by ProGas of its obligations under this Agreement have been duly and validly authorized by all necessary corporate action of ProGas. This Agreement has been duly and validly executed and delivered by ProGas and constitutes its valid legal and binding obligation, enforceable against ProGas in accordance with its terms (except to the extent that enforcement may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws from time to time in effect that affec t creditors' rights generally and subject to the qualification that general equitable principles may limit the enforcement of certain remedies).
(b) The execution and delivery of this Agreement by ProGas, the fulfillment of and the compliance by ProGas with this Agreement, and the consummation by ProGas of the transactions described herein, do not and will not (i) violate or conflict with any provisions of ProGas' Articles of Incorporation, Bylaws, or any other governing documents, (ii) violate, conflict with or result in the breach or termination of any agreement or instrument to which ProGas is a party or is bound by and which could have an adverse effect on the consummation or performance or consummation and performance by ProGas of the transactions contemplated by this Agreement, provided that the TCPL Consent is obtained and remains in full force and effect, or (iii) violate or conflict with any law, rule, ordinance, regulation, judgment, order, injunction, decree or award that applies to or binds ProGas or any of its assets.
(c) (i) ProGas has good, valid and marketable title to the Contract and (ii) except pursuant to the Assignment Agreement, ProGas has not assigned or otherwise transferred to any third party any of its rights, duties, liabilities or obligations under this Agreement or the Contract.
(d) There is no action, suit, claim, arbitration, proceeding, investigation or litigation pending against ProGas or, to the best of ProGas' knowledge, threatened against or involving ProGas, its property, the Contract, or this Agreement or any of the transactions contemplated herein or therein, at law or in equity, before or by any court, arbitrator or governmental authority, which could have an adverse effect on the consummation and/or performance by ProGas of the transactions contemplated by this Agreement, including without limitation the Reduction Amendment. No governmental agency or authority has at any time given notice of intention to commence or, to the best of ProGas' knowledge, commenced any investigation relating to the legal right of ProGas to perform its obligations under this Agreement, which could have an adverse effect on the consummation and/or performance by ProGas of the transactions contemplated by this Agreement, including without limitation the Reduction Amendment.
(e) Prior to the date hereof, the Contract has not been amended other than as set forth in the Recitals hereto and is in full force and effect, and constitutes a valid and binding obligation of, and is legally enforceable in accordance with its terms against ProGas. ProGas has complied in all material respect with the Contract and is not in default thereunder, and there has not occurred any event which (whether with or without notice, lapse of time or both) would constitute such a default under the Contract by ProGas.
(f) Except for the TCPL Consent, NEB Approval and the Producer Approval, which ProGas will endeavor to obtain as provided in Section 2.3, ProGas has obtained all permits, licenses, approvals, consents and exemptions (collectively, "Approvals") required for ProGas to perform its obligations under this Agreement and to adjust the Daily Contract Quantity, required by applicable laws, statutes, rules and regulations in effect as of the date hereof, and (i) each such Approval was duly obtained, validly issued, and is in full force and effect and all applicable appeal periods with respect thereto have expired or the right to appeal by all parties entitled to appeal has been irrevocably waived, (ii) ProGas has complied with all material conditions stated in such Approvals which are required to have been complied with as of the date hereof and (iii) ProGas is not in default of any provision of such Approvals and no basis exists for invalidating, revoking or terminating any such Approval.
(g) No finder, broker or agent has been employed, appointed or authorized to act on ProGas' behalf in connection with the transactions contemplated by this Agreement.
14. REPRESENTATIONS AND WARRANTIES OF NEA.
NEA makes no representations and warranties except as expressly stated herein. NEA represents and warrants to ProGas as of the date hereof as follows:
(a) NEA is a limited partnership validly existing and in good standing under the laws of the Commonwealth of Massachusetts, and is duly qualified to transact business and is in good standing in each jurisdiction where failure to so qualify would have a material adverse effect on the performance by NEA of its obligations under this Agreement. NEA has all requisite limited partnership power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby. The execution and delivery of, and the performance by NEA of its obligations under this Agreement have been duly and validly authorized by all necessary limited partnership action of NEA. This Agreement has been duly and validly executed and delivered by NEA and constitutes its valid and binding obligation, enforceable against NEA in accordance with its terms (except to the extent that enforcement may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws from time to time in effect that affect creditors' rights generally and subject to the qualification that general equitable principles may limit the enforcement of certain remedies).
(b) The execution and delivery of this Agreement by NEA, the fulfillment of and the compliance by NEA with the respective terms and provisions of this Agreement, and the consummation by NEA of the transactions described herein do not and will not (i) violate or conflict with any provisions of NEA's limited partnership agreement or other governing documents, (ii) provided that each of the TCPL Consent and an Indenture Compliance Arrangement is obtained and remains in full force and effect, violate, conflict with or result in the breach or termination of any agreement or instrument to which NEA is a party or is bound by and which could have an adverse effect on the consummation or performance, or consummation and performance, by NEA of the transactions contemplated by this Agreement, or (iii) violate or conflict with any law, rule, ordinance, regulation, judgment, order, injunction, decree or award that applies to or binds NEA or any of its assets.
(c) (i) NEA has good, valid and marketable title to the Contract and (ii) except as contemplated in the Contract, or the Bond Indentures, NEA has not assigned or otherwise transferred to any third party any of its rights, duties, liabilities or obligations under this Agreement or the Contract.
(d) There is no action, suit, claim, arbitration, proceeding, investigation or litigation pending against NEA or, to the best of NEA's knowledge, threatened against or involving NEA, its property, the Contract, or this Agreement or any of the transactions contemplated herein or therein, at law or in equity, before or by any court, arbitrator or governmental authority, which could have an adverse effect on the consummation and/or performance by NEA of the transactions contemplated by this Agreement, including without limitation the Reduction Amendment. No governmental agency or authority has at any time given notice of intention to commence or, to the best of NEA's knowledge, commenced any investigation relating to the legal right of NEA to perform its obligations under this Agreement, which could have an adverse effect on the consummation and/or performance by NEA of the transactions contemplated by this Agreement, including without limitation the Reduction Amendment.
(e) Prior to the date hereof the Contract has not been amended other than as set forth in the recitals hereto and is in full force and effect, and constitutes a valid and binding obligation of, and is legally enforceable in accordance with its terms against NEA. NEA has complied in all material respects with the Contract and is not in default thereunder, and there has not occurred any event which (whether with or without notice, lapse of time or both) would constitute such a default under the Contract by NEA.
(f) No finder, broker or agent has been employed, appointed or authorized to act on NEA's behalf in connection with the transactions contemplated by this Agreement.
(g) Except for an Indenture Compliance Arrangement which NEA will endeavor to obtain as provided in Section 2.4, NEA has obtained all Approvals required for NEA to perform its obligations under this Agreement and to adjust the Daily Contract Quantity required by applicable laws, statutes, rules and regulations in effect as of the date hereof, and (i) each such Approval was duly obtained, validly issued, and is in full force and effect and all applicable appeal periods with respect thereto have expired or the right to appeal by all Parties entitled to appeal has been irrevocably waived, (ii) NEA has complied with all material conditions stated in such Approvals which are required to have been complied with as of the date hereof and (iii) NEA is not in default of any provision of such Approvals and no basis exists for invalidating, revoking or terminating any such Approval.
15. COUNTERPART EXECUTION.
This Agreement may be executed in counterpart, no one copy of which need be executed by both NEA and ProGas. A valid and binding contract shall arise if and when counterpart execution pages are executed and delivered by NEA and ProGas.
16. CONTRACT VALIDITY.
Neither Party shall initiate or assert in any regulatory, judicial, arbitral or administrative proceeding that (1) it has been damaged due to the Reduction Amendment or (2) it acted imprudently in its agreement to terminate the Contract.
17. INDEMNITY.
(a) Each Party shall be liable to and shall defend, indemnify and hold harmless the other Party and its and their respective directors, officers, members, partners, shareholders, employees, managers, agents, trustees, beneficiaries, representatives, lenders, affiliates, successors and permitted assigns (each an "Indemnified Person") for, from and against any and all claims, liabilities, obligations, actions, demands, judgments, losses, costs, expenses (including reasonable legal fees on a solicitor and own client basis incurred in connection therewith), suits, proceedings and damages (but expressly excluding consequential, indirect, exemplary, special, incidental, economic or punitive losses, damages or claims including, without limitation, losses of profit) asserted against or suffered or incurred by any Indemnified Person in connection with breach of this Agreement by the indemnifying Party; provided, however, that in the event any claim results from the joint or concurrent negligence or willful misconduct of, or breaches of this Agreement by, both Parties, each Party shall be liable under this indemnification provision in proportion to its relative degree of fault.
(b) In the event that a Party is obligated to indemnify and hold harmless any Indemnified Person pursuant to this Section 17, the amount owing to the Indemnified Person shall be the amount of such Indemnified Person's actual, reasonable, documented out-of-pocket costs, net of any insurance or other recovery actually received by the Indemnified Person.
18. AMENDMENT.
This Agreement may be amended, modified or supplemented only by written agreement signed by both Parties.
IN WITNESS WHEREOF, the undersigned have consented and caused this Agreement to be executed as of the date first indicated above.
		NORTHEAST 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
			Name: Michael Leighton Title: Vice President
		PROGAS LIMITED
		By:	LEE LUNDE
			Lee Lunde President
		By:	DELWYN ROBOSTAN
			Delwyn Robostan Director of Marketing

APPENDIX A to Partial Termination Agreement Dated July 11, 2003

NYMEX Reference Price (Actual)					NYMEX Final Price (Example)
421.096	Divided By	86.490	Equals	$4.869	422.353	Divided By	86.490	Equals	$4.88
					NYMEX Price Differential (Example)
					$4.883	Minus	$4.869	Equals	0.0145

Month Beginning	NYMEX ($US/ mmBTU)				Discount Rate		PV of Price	Month Beginning	NYMEX ($US/ mmBTU)				Discount Rate		PV of Price
	$/MMBtu Published Values Section 3.4(a) (i)	Broker Quotes Cal Spread Section 3.4(a) (ii)	Broker Quotes Annual Prices Section 3.4(a) (ii)	NYMEX Henry Hub Gas Prices	6.9800% 0.56385%	(p.a.) (m.)			$/MMBtu Published Values Section 3.4(a) (i)	Broker Quotes Cal Spread Section 3.4(a) (ii)	Broker Quotes Annual Prices Section 3.4(a) (ii)	NYMEX Henry Hub Gas Prices	6.9800% 0.56385%	(p.a.) (m.)
01/01/04	$6.385			$6.385	1.0000		$6.385	Jan-04	$5.924			$5.924	1.0000		$5.924
02/01/04	$6.240			$6.240	0.9944		$6.205	Feb-04	$5.849			$5.849	0.9944		$5.816
03/01/04	$5.970			$5.970	0.9888		$5.903	Mar-04	$5.664			$5.664	0.9888		$5.601
04/01/04	$5.115			$5.115	0.9833		$5.029	Apr-04	$5.034			$5.034	0.9833		$4.950
05/01/04	$4.940			$4.940	0.9778		$4.830	May-04	$4.888			$4.888	0.9778		$4.779
06/01/04	$4.890			$4.890	0.9723		$4.754	Jun-04	$4.873			$4.873	0.9723		$4.738
07/01/04	$4.880			$4.880	0.9668		$4.718	Jul-04	$4.868			$4.868	0.9668		$4.707
08/01/04	$4.875			$4.875	0.9614		$4.687	Aug-04	$4.888			$4.888	0.9614		$4.699
09/01/04	$4.865			$4.865	0.9560		$4.651	Sep-04	$4.888			$4.888	0.9560		$4.673
10/01/04	$4.880			$4.880	0.9507		$4.639	Oct-04	$4.918			$4.918	0.9507		$4.675
11/01/04	$5.060			$5.060	0.9453		$4.783	Nov-04	$5.123			$5.123	0.9453		$4.843
12/01/04	$5.240			$5.240	0.9400		$4.926	Dec-04	$5.303			$5.303	0.9400		$4.985
01/01/05	$5.320			$5.320	0.9348		$4.973	Jan-05	$5.398			$5.398	0.9348		$5.046
02/01/05	$5.250			$5.250	0.9295		$4.880	Feb-05	$5.343			$5.343	0.9295		$4.966
03/01/05	$5.070			$5.070	0.9243		$4.686	Mar-05	$5.143			$5.143	0.9243		$4.754
04/01/05	$4.690			$4.690	0.9191		$4.311	Apr-05	$4.748			$4.748	0.9191		$4.364
05/01/05	$4.608			$4.608	0.9140		$4.212	May-05	$4.663			$4.663	0.9140		$4.262
06/01/05	$4.595			$4.595	0.9088		$4.176	Jun-05	$4.648			$4.648	0.9088		$4.224
07/01/05	$4.600			$4.600	0.9037		$4.157	Jul-05	$4.633			$4.633	0.9037		$4.187
08/01/05	$4.590			$4.590	0.8987		$4.125	Aug-05	$4.633			$4.633	0.8987		$4.164
09/01/05	$4.539			$4.539	0.8936		$4.056	Sep-05	$4.623			$4.623	0.8936		$4.131
10/01/05	$4.567			$4.567	0.8886		$4.058	Oct-05	$4.633			$4.633	0.8886		$4.117
11/01/05	$4.727			$4.727	0.8836		$4.177	Nov-05	$4.801			$4.801	0.8836		$4.242
12/01/05	$4.912			$4.912	0.8787		$4.316	Dec-05	$4.991			$4.991	0.8787		$4.386
01/01/06	$5.015			$5.015	0.8738		$4.382	Jan-06	$5.113			$5.113	0.8738		$4.468
02/01/06	$4.949			$4.949	0.8689		$4.300	Feb-06	$5.058			$5.058	0.8689		$4.395
03/01/06	$4.825			$4.825	0.8640		$4.169	Mar-06	$4.958			$4.958	0.8640		$4.284
04/01/06	$4.565			$4.565	0.8592		$3.922	Apr-06	$4.658			$4.658	0.8592		$4.002
05/01/06	$4.495			$4.495	0.8543		$3.840	May-06	$4.583			$4.583	0.8543		$3.915
06/01/06	$4.495			$4.495	0.8495		$3.819	Jun-06	$4.561			$4.561	0.8495		$3.875
07/01/06	$4.500			$4.500	0.8448		$3.802	Jul-06	$4.545			$4.545	0.8448		$3.840
08/01/06	$4.555			$4.555	0.8400		$3.826	Aug-06	$4.585			$4.585	0.8400		$3.852
09/01/06	$4.605			$4.605	0.8353		$3.847	Sep-06	$4.615			$4.615	0.8353		$3.855
10/01/06	$4.630			$4.630	0.8306		$3.846	Oct-06	$4.640			$4.640	0.8306		$3.854
11/01/06	$4.790			$4.790	0.8260		$3.957	Nov-06	$4.800			$4.800	0.8260		$3.965
12/01/06	$4.930			$4.930	0.8214		$4.049	Dec-06	$4.965			$4.965	0.8214		$4.078
01/01/07	$5.045			$5.045	0.8168		$4.121	Jan-07	$5.072			$5.072	0.8168		$4.143
02/01/07	$4.945			$4.945	0.8122		$4.016	Feb-07	$4.982			$4.982	0.8122		$4.046
03/01/07	$4.845			$4.845	0.8076		$3.913	Mar-07	$4.882			$4.882	0.8076		$3.943
04/01/07	$4.675			$4.675	0.8031		$3.754	Apr-07	$4.672			$4.672	0.8031		$3.752
05/01/07	$4.685			$4.685	0.7986		$3.741	May-07	$4.682			$4.682	0.7986		$3.739
06/01/07	$4.720			$4.720	0.7941		$3.748	Jun-07	$4.717			$4.717	0.7941		$3.746
07/01/07	$4.755			$4.755	0.7897		$3.755	Jul-07	$4.752			$4.752	0.7897		$3.752
08/01/07	$4.755			$4.755	0.7852		$3.734	Aug-07	$4.767			$4.767	0.7852		$3.743
09/01/07	$4.715			$4.715	0.7808		$3.682	Sep-07	$4.742			$4.742	0.7808		$3.703
10/01/07	$4.690			$4.690	0.7765		$3.642	Oct-07	$4.717			$4.717	0.7765		$3.663
11/01/07	$4.790			$4.790	0.7721		$3.698	Nov-07	$4.817			$4.817	0.7721		$3.719
12/01/07	$4.865			$4.865	0.7678		$3.735	Dec-07	$4.912			$4.912	0.7678		$3.771
01/01/08	$4.955			$4.955	0.7635		$3.783	Jan-08	$5.007			$5.007	0.7635		$3.823
02/01/08	$4.895			$4.895	0.7592		$3.716	Feb-08	$4.947			$4.947	0.7592		$3.756
03/01/08	$4.815			$4.815	0.7549		$3.635	Mar-08	$4.867			$4.867	0.7549		$3.674
04/01/08	$4.685			$4.685	0.7507		$3.517	Apr-08	$4.737			$4.737	0.7507		$3.556
05/01/08	$4.705			$4.705	0.7465		$3.512	May-08	$4.757			$4.757	0.7465		$3.551
06/01/08	$4.705			$4.705	0.7423		$3.493	Jun-08	$4.757			$4.757	0.7423		$3.531
07/01/08	$4.735			$4.735	0.7381		$3.495	Jul-08	$4.787			$4.787	0.7381		$3.533
08/01/08	$4.765			$4.765	0.7340		$3.498	Aug-08	$4.817			$4.817	0.7340		$3.536
09/01/08	$4.775			$4.775	0.7299		$3.485	Sep-08	$4.827			$4.827	0.7299		$3.523
10/01/08	$4.755			$4.755	0.7258		$3.451	Oct-08	$4.807			$4.807	0.7258		$3.489
11/01/08	$4.830			$4.830	0.7217		$3.486	Nov-08	$4.882			$4.882	0.7217		$3.523
12/01/08	$4.905			$4.905	0.7177		$3.520	Dec-08	$4.957			$4.957	0.7177		$3.558
01/01/09	$4.955			$4.955	0.7137		$3.536	Jan-09	$5.007			$5.007	0.7137		$3.573
02/01/09	$4.869			$4.869	0.7097		$3.455	Feb-09	$4.921			$4.921	0.7097		$3.492
03/01/09	$4.743			$4.743	0.7057		$3.347	Mar-09	$4.795			$4.795	0.7057		$3.384
04/01/09	$4.617			$4.617	0.7017		$3.240	Apr-09	$4.669			$4.669	0.7017		$3.276
05/01/09	$4.517			$4.517	0.6978		$3.152	May-09	$4.569			$4.569	0.6978		$3.188
06/01/09		$0.035		$4.740	0.6939		$3.289	Jun-09	$4.569			$4.569	0.6939		$3.170
07/01/09		$0.035		$4.770	0.6900		$3.291	Jul-09	$4.569			$4.569	0.6900		$3.153
08/01/09		$0.035		$4.800	0.6861		$3.293	Aug-09		$0.035		$4.852	0.6861		$3.329
09/01/09		$0.035		$4.810	0.6823		$3.282	Sep-09		$0.035		$4.862	0.6823		$3.317
10/01/09		$0.035		$4.790	0.6784		$3.250	Oct-09		$0.035		$4.842	0.6784		$3.285
11/01/09		$0.035		$4.865	0.6746		$3.282	Nov-09		$0.035		$4.917	0.6746		$3.317
12/01/09		$0.035		$4.940	0.6709		$3.314	Dec-09		$0.035		$4.992	0.6709		$3.349
01/01/10		$0.035		$4.990	0.6671		$3.329	Jan-10		$0.035		$5.042	0.6671		$3.363
02/01/10		$0.035		$4.904	0.6633		$3.253	Feb-10		$0.035		$4.956	0.6633		$3.288
03/01/10		$0.035		$4.778	0.6596		$3.152	Mar-10		$0.035		$4.830	0.6596		$3.186
04/01/10		$0.035		$4.652	0.6559		$3.051	Apr-10		$0.035		$4.704	0.6559		$3.086
05/01/10		$0.035		$4.552	0.6523		$2.969	May-10		$0.035		$4.604	0.6523		$3.003
06/01/10		$0.035		$4.775	0.6486		$3.097	Jun-10		$0.035		$4.604	0.6486		$2.986
07/01/10		$0.035		$4.805	0.6450		$3.099	Jul-10		$0.035		$4.604	0.6450		$2.969
08/01/10		$0.035		$4.835	0.6413		$3.101	Aug-10		$0.035		$4.887	0.6413		$3.134
09/01/10		$0.035		$4.845	0.6377		$3.090	Sep-10		$0.035		$4.897	0.6377		$3.123
10/01/10		$0.035		$4.825	0.6342		$3.060	Oct-10		$0.035		$4.877	0.6342		$3.093
11/01/10		$0.035		$4.900	0.6306		$3.090	Nov-10		$0.035		$4.952	0.6306		$3.123
12/01/10		$0.035		$4.975	0.6271		$3.120	Dec-10		$0.035		$5.027	0.6271		$3.152
01/01/11		$0.035		$5.025	0.6236		$3.133	Jan-11		$0.035		$5.077	0.6236		$3.166
02/01/11		$0.035		$4.939	0.6201		$3.063	Feb-11		$0.035		$4.991	0.6201		$3.095
03/01/11		$0.035		$4.813	0.6166		$2.968	Mar-11		$0.035		$4.865	0.6166		$3.000
04/01/11		$0.035		$4.687	0.6131		$2.874	Apr-11		$0.035		$4.739	0.6131		$2.906
05/01/11		$0.035		$4.587	0.6097		$2.797	May-11		$0.035		$4.639	0.6097		$2.828
06/01/11		$0.035		$4.810	0.6063		$2.916	Jun-11		$0.035		$4.639	0.6063		$2.813
07/01/11		$0.035		$4.840	0.6029		$2.918	Jul-11		$0.035		$4.639	0.6029		$2.797
08/01/11		$0.035		$4.870	0.5995		$2.920	Aug-11		$0.035		$4.922	0.5995		$2.951
09/01/11		$0.035		$4.880	0.5961		$2.909	Sep-11		$0.035		$4.932	0.5961		$2.940
10/01/11		$0.035		$4.860	0.5928		$2.881	Oct-11		$0.035		$4.912	0.5928		$2.912
11/01/11		$0.035		$4.935	0.5895		$2.909	Nov-11		$0.035		$4.987	0.5895		$2.940
12/01/11		$0.035		$5.010	0.5862		$2.937	Dec-11		$0.035		$5.062	0.5862		$2.967
01/01/12		$0.035		$5.060	0.5829		$2.949	Jan-12		$0.035		$5.112	0.5829		$2.980
02/01/12		$0.035		$4.974	0.5796		$2.883	Feb-12		$0.035		$5.026	0.5796		$2.913
03/01/12		$0.035		$4.848	0.5764		$2.794	Mar-12		$0.035		$4.900	0.5764		$2.824
04/01/12		$0.035		$4.722	0.5731		$2.706	Apr-12		$0.035		$4.774	0.5731		$2.736
05/01/12		$0.035		$4.622	0.5699		$2.634	May-12		$0.035		$4.674	0.5699		$2.664
06/01/12		$0.035		$4.845	0.5667		$2.746	Jun-12		$0.035		$4.674	0.5667		$2.649
07/01/12		$0.035		$4.875	0.5635		$2.747	Jul-12		$0.035		$4.674	0.5635		$2.634
08/01/12		$0.035		$4.905	0.5604		$2.749	Aug-12		$0.035		$4.957	0.5604		$2.778
09/01/12		$0.035		$4.915	0.5572		$2.739	Sep-12		$0.035		$4.967	0.5572		$2.768
10/01/12		$0.035		$4.895	0.5541		$2.712	Oct-12		$0.035		$4.947	0.5541		$2.741
11/01/12		$0.035		$4.970	0.5510		$2.739	Nov-12		$0.035		$5.022	0.5510		$2.767
12/01/12		$0.035		$5.045	0.5479		$2.764	Dec-12		$0.035		$5.097	0.5479		$2.793
01/01/13		$0.035		$5.095	0.5448		$2.776	Jan-13		$0.035		$5.147	0.5448		$2.804
02/01/13		$0.035		$5.009	0.5418		$2.714	Feb-13		$0.035		$5.061	0.5418		$2.742
03/01/13		$0.035		$4.883	0.5388		$2.631	Mar-13		$0.035		$4.935	0.5388		$2.659
04/01/13		$0.035		$4.757	0.5357		$2.548	Apr-13		$0.035		$4.809	0.5357		$2.576
05/01/13		$0.035		$4.657	0.5327		$2.481	May-13		$0.035		$4.709	0.5327		$2.509
06/01/13		$0.035		$4.880	0.5297		$2.585	Jun-13		$0.035		$4.709	0.5297		$2.495
07/01/13		$0.035		$4.910	0.5268		$2.586	Jul-13		$0.035		$4.709	0.5268		$2.481
08/01/13		$0.035		$4.940	0.5238		$2.588	Aug-13		$0.035		$4.992	0.5238		$2.615
09/01/13		$0.035		$4.950	0.5209		$2.578	Sep-13		$0.035		$5.002	0.5209		$2.605
10/01/13		$0.035		$4.930	0.5180		$2.554	Oct-13		$0.035		$4.982	0.5180		$2.580
					$86.490		$421.096						$86.490		$422.353

Initialed as to Correctness
LL / DR	for ProGas
MLL	for NEA

APPENDIX B to Partial Termination Agreement Dated July 11, 2003
NYMEX Reference Price
			$	4.869
NYMEX Final Price (Example)
			$	4.883
NYMEX Price Differential (Example)
			$	0.0145
Base Partial Termination Payment (Example)
	$	(18,250,000)	Plus the Product of
	$	(56,500,000)	Times		0.0145
	Equals		$	(19,070,915)

Initialed as to Correctness
LL / DR	for ProGas
MLL	for NEA

APPENDIX C

ACTUAL CALCULATION OF BASE PARTIAL TERMINATION PAYMENT
(TO BE ATTACHED HERE TO FOLLOWING THE CLOSING DATE)

APPENDIX D
APPROVED OTC BROKERS
1.	Mancapital LLC
2.	Spectron Energy Inc.
3.	Edf Mann
4.	APB Energy, Inc.
5.	TFS
6.	Amerex
7.	Choice Energy
8.	GFI Energy

EX-31

Exhibit 31(a)
ESI TRACTEBEL FUNDING CORP. (the registrant) Rule 13a-14(a)/15d-14(a) Certification
I, James L. Robo, President (equivalent to the Chief Executive Officer) of ESI Tractebel Funding Corp., certify that:
1.	I have reviewed the Form 10-Q for the quarterly period ended June 30, 2003 of the registrant;
2.	Based on my knowledge, this 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 report;
3.	Based on my knowledge, the financial statements, and other financial information included in this 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 report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;
	b)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	c)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: August 12, 2003
			JAMES L. ROBO
			James L. Robo President (equivalent to the Chief Executive Officer) ESI Tractebel Funding Corp.

EX-31

Exhibit 31(b)
ESI TRACTEBEL FUNDING CORP. (the registrant) Rule 13a-14(a)/15d-14(a) Certification
I, Mark R. Sorensen, Treasurer (equivalent to the Chief Financial Officer) of ESI Tractebel Funding Corp., certify that:
1.	I have reviewed the Form 10-Q for the quarterly period ended June 30, 2003 of the registrant;
2.	Based on my knowledge, this 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 report;
3.	Based on my knowledge, the financial statements, and other financial information included in this 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 report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;
	b)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	c)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: August 12, 2003
			MARK R. SORENSEN
			Mark R. Sorensen Treasurer (equivalent to the Chief Financial Officer) ESI Tractebel Funding Corp.

EX-31

Exhibit 31(c)
ESI TRACTEBEL ACQUISITION CORP. (the registrant) Rule 13a-14(a)/15d-14(a) Certification
I, James L. Robo, President (equivalent to the Chief Executive Officer) of ESI Tractebel Acquisition Corp., certify that:
1.	I have reviewed the Form 10-Q for the quarterly period ended June 30, 2003 of the registrant;
2.	Based on my knowledge, this 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 report;
3.	Based on my knowledge, the financial statements, and other financial information included in this 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 report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;
	b)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	c)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: August 12, 2003
			JAMES L. ROBO
			James L. Robo President (equivalent to the Chief Executive Officer) ESI Tractebel Acquisition Corp.

EX-31

Exhibit 31(d)
ESI TRACTEBEL ACQUISITION CORP. (the registrant) Rule 13a-14(a)/15d-14(a) Certification
I, Mark R. Sorensen, Treasurer (equivalent to the Chief Financial Officer) of ESI Tractebel Acquisition Corp., certify that:
1.	I have reviewed the Form 10-Q for the quarterly period ended June 30, 2003 of the registrant;
2.	Based on my knowledge, this 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 report;
3.	Based on my knowledge, the financial statements, and other financial information included in this 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 report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;
	b)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	c)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: August 12, 2003
			MARK R. SORENSEN
			Mark R. Sorensen Treasurer (equivalent to the Chief Financial Officer) ESI Tractebel Acquisition Corp.

EX-31

Exhibit 31(e)
NORTHEAST ENERGY ASSOCIATES, A LIMITED PARTNERSHIP (the registrant) Rule 13a-14(a)/15d-14(a) Certification
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 the Form 10-Q for the quarterly period ended June 30, 2003 of the registrant;
2.	Based on my knowledge, this 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 report;
3.	Based on my knowledge, the financial statements, and other financial information included in this 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 report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;
	b)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	c)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: August 12, 2003
			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-31

Exhibit 31(f)
NORTHEAST ENERGY ASSOCIATES, A LIMITED PARTNERSHIP (the registrant) Rule 13a-14(a)/15d-14(a) Certification
I, Mark R. Sorensen, 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 the Form 10-Q for the quarterly period ended June 30, 2003 of the registrant;
2.	Based on my knowledge, this 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 report;
3.	Based on my knowledge, the financial statements, and other financial information included in this 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 report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;
	b)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	c)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: August 12, 2003
			MARK R. SORENSEN
			Mark R. Sorensen 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-31

Exhibit 31(g)
NORTH JERSEY ENERGY ASSOCIATES, A LIMITED PARTNERSHIP (the registrant) Rule 13a-14(a)/15d-14(a) Certification
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 the Form 10-Q for the quarterly period ended June 30, 2003 of the registrant;
2.	Based on my knowledge, this 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 report;
3.	Based on my knowledge, the financial statements, and other financial information included in this 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 report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;
	b)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	c)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: August 12, 2003
			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-31

Exhibit 31(h)
NORTH JERSEY ENERGY ASSOCIATES, A LIMITED PARTNERSHIP (the registrant) Rule 13a-14(a)/15d-14(a) Certification
I, Mark R. Sorensen, 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 the Form 10-Q for the quarterly period ended June 30, 2003 of the registrant;
2.	Based on my knowledge, this 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 report;
3.	Based on my knowledge, the financial statements, and other financial information included in this 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 report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;
	b)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	c)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: August 12, 2003
			MARK R. SORENSEN
			Mark R. Sorensen 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-31

Exhibit 31(i)
NORTHEAST ENERGY, LP (the registrant) Rule 13a-14(a)/15d-14(a) Certification
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 the Form 10-Q for the quarterly period ended June 30, 2003 of the registrant;
2.	Based on my knowledge, this 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 report;
3.	Based on my knowledge, the financial statements, and other financial information included in this 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 report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;
	b)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	c)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: August 12, 2003
			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-31

Exhibit 31(j)
NORTHEAST ENERGY, LP (the registrant) Rule 13a-14(a)/15d-14(a) Certification
I, Mark R. Sorensen, 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 the Form 10-Q for the quarterly period ended June 30, 2003 of the registrant;
2.	Based on my knowledge, this 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 report;
3.	Based on my knowledge, the financial statements, and other financial information included in this 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 report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;
	b)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	c)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: August 12, 2003
			MARK R. SORENSEN
			Mark R. Sorensen Vice President and Treasurer (equivalent to the Chief Financial Officer) ESI Northeast Energy GP, Inc. as Administrative General Partner of Northeast Energy, LP

EX-32

Exhibit 32(a)
ESI TRACTEBEL FUNDING CORP. (the registrant) Section 1350 Certification
We, James L. Robo, President (equivalent to the Chief Executive Officer) of ESI Tractebel Funding Corp., and Mark R. Sorensen, 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 June 30, 2003 (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: August 12, 2003
		JAMES L. ROBO
		James L. Robo President (equivalent to the Chief Executive Officer) ESI Tractebel Funding Corp.

MARK R. SORENSEN

Mark R. Sorensen
Treasurer
(equivalent to the Chief Financial Officer)
ESI Tractebel Funding Corp.

A signed original of this written statement required by Section 906 has been provided to the registrant and will be retained by the registrant and furnished to the Securities and Exchange Commission or its staff upon request.

The foregoing certification is being furnished as an exhibit to the Report pursuant to Item 601(b)(32) of Regulation S-K and Section 906 of the Sarbanes-Oxley Act of 2002 and, accordingly, is not being filed with the Securities and Exchange Commission as part of the Report and is not to be incorporated by reference into any filing of the registrant under the Securities Act of 1933 or the Securities Exchange Act of 1934 (whether made before or after the date of the Report, irrespective of any general incorporation language contained in such filing).

EX-32

Exhibit 32(b)
ESI TRACTEBEL ACQUISITION CORP. (the registrant) Section 1350 Certification
We, James L. Robo, President (equivalent to the Chief Executive Officer) of ESI Tractebel Acquisition Corp., and Mark R. Sorensen, 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 June 30, 2003 (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: August 12, 2003
		JAMES L. ROBO
		James L. Robo President (equivalent to the Chief Executive Officer) ESI Tractebel Acquisition Corp.

MARK R. SORENSEN

Mark R. Sorensen
Treasurer
(equivalent to the Chief Financial Officer)
ESI Tractebel Acquisition Corp.

A signed original of this written statement required by Section 906 has been provided to the registrant and will be retained by the registrant and furnished to the Securities and Exchange Commission or its staff upon request.

The foregoing certification is being furnished as an exhibit to the Report pursuant to Item 601(b)(32) of Regulation S-K and Section 906 of the Sarbanes-Oxley Act of 2002 and, accordingly, is not being filed with the Securities and Exchange Commission as part of the Report and is not to be incorporated by reference into any filing of the registrant under the Securities Act of 1933 or the Securities Exchange Act of 1934 (whether made before or after the date of the Report, irrespective of any general incorporation language contained in such filing).

EX-32

Exhibit 32(c)
NORTHEAST ENERGY ASSOCIATES, A LIMITED PARTNERSHIP (the registrant) Section 1350 Certification
We, 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, and Mark R. Sorensen, 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 June 30, 2003 (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: August 12, 2003
		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

MARK R. SORENSEN

Mark R. Sorensen
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

A signed original of this written statement required by Section 906 has been provided to the registrant and will be retained by the registrant and furnished to the Securities and Exchange Commission or its staff upon request.

The foregoing certification is being furnished as an exhibit to the Report pursuant to Item 601(b)(32) of Regulation S-K and Section 906 of the Sarbanes-Oxley Act of 2002 and, accordingly, is not being filed with the Securities and Exchange Commission as part of the Report and is not to be incorporated by reference into any filing of the registrant under the Securities Act of 1933 or the Securities Exchange Act of 1934 (whether made before or after the date of the Report, irrespective of any general incorporation language contained in such filing).

EX-32

Exhibit 32(d)
NORTH JERSEY ENERGY ASSOCIATES, A LIMITED PARTNERSHIP (the registrant) Section 1350 Certificaiton
We, 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, and Mark R. Sorensen, 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 June 30, 2003 (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: August 12, 2003
		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

MARK R. SORENSEN

Mark R. Sorensen
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

A signed original of this written statement required by Section 906 has been provided to the registrant and will be retained by the registrant and furnished to the Securities and Exchange Commission or its staff upon request.

The foregoing certification is being furnished as an exhibit to the Report pursuant to Item 601(b)(32) of Regulation S-K and Section 906 of the Sarbanes-Oxley Act of 2002 and, accordingly, is not being filed with the Securities and Exchange Commission as part of the Report and is not to be incorporated by reference into any filing of the registrant under the Securities Act of 1933 or the Securities Exchange Act of 1934 (whether made before or after the date of the Report, irrespective of any general incorporation language contained in such filing).

EX-32

Exhibit 32(e)
NORTHEAST ENERGY, LP (the registrant) Section 1350 Certification
We, 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, and Mark R. Sorensen, 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 June 30, 2003 (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: August 12, 2003
		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

MARK R. SORENSEN

Mark R. Sorensen
Vice President and Treasurer
(equivalent to the Chief Financial Officer)
ESI Northeast Energy GP, Inc.
as Administrative General Partner of
Northeast Energy, LP

A signed original of this written statement required by Section 906 has been provided to the registrant and will be retained by the registrant and furnished to the Securities and Exchange Commission or its staff upon request.

The foregoing certification is being furnished as an exhibit to the Report pursuant to Item 601(b)(32) of Regulation S-K and Section 906 of the Sarbanes-Oxley Act of 2002 and, accordingly, is not being filed with the Securities and Exchange Commission as part of the Report and is not to be incorporated by reference into any filing of the registrant under the Securities Act of 1933 or the Securities Exchange Act of 1934 (whether made before or after the date of the Report, irrespective of any general incorporation language contained in such filing).