10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
FORM 10-K
	[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 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
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: 9.32% Senior Secured Bonds due 2007, Series A 9.77% Senior Secured Bonds due 2010, Series A 7.99% Secured Bonds due 2011, Series B
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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants' knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] 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] As of February 29, 2004, there were issued and outstanding 10,000 shares of ESI Tractebel Funding Corp.'s common stock. As of February 29, 2004, there were issued and outstanding 20 shares of ESI Tractebel Acquisition Corp.'s common stock.
This combined Form 10-K 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.

DEFINITIONS
Acronyms and defined terms used in the text include the following:
Term	Meaning
Acquisition Corp.	ESI Tractebel Acquisition Corp.
Act	Securities Act of 1933, as amended
avoided cost	the incremental cost to an electric utility of electric energy and/or capacity that, but for the purchase from a qualifying facility, such utility would generate itself or purchase from another source
Boston Edison	Boston Edison Company
Broad Street	Broad Street Contract Services, Inc.
Btu	British thermal units, a unit of energy
cogeneration	power production technology that provides for the sequential generation of two or more useful forms of energy from a single primary fuel source
Commonwealth	Commonwealth Electric Company
ESI Energy	ESI Energy, LLC
ESI GP	ESI Northeast Energy GP, Inc.
ESI LP	ESI Northeast Energy LP, Inc.
ESI Northeast Acquisition	ESI Northeast Energy Acquisition Funding, Inc.
ESI Northeast Funding	ESI Northeast Energy Funding, Inc.
ESI Northeast Fuel	ESI Northeast Fuel Management, Inc.
ETURC	ESI Tractebel Urban Renewal Corporation, previously IEC Urban Renewal Corporation
FAS	Statement of Financial Accounting Standards No.
FERC	Federal Energy Regulatory Commission
FPL	Florida Power & Light Company
FPL Energy	FPL Energy, LLC
FPL Group	FPL Group, Inc.
FPL Group Capital	FPL Group Capital Inc
FPLE Operating Services	FPL Energy Operating Services, Inc.
Funding Corp.	ESI Tractebel Funding Corp., previously IEC Funding Corp.
IEC	Intercontinental Energy Corporation, a Massachusetts corporation
JCP&L	Jersey Central Power & Light Company
kwh	kilowatt-hour
Management's Discussion	Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Montaup	Montaup Electric Company
MMBtu	millions of Btu
mw	megawatt(s)
NE LLC	Northeast Energy, LLC
NE LP	Northeast Energy, LP
NEA	Northeast Energy Associates, a limited partnership
NJEA	North Jersey Energy Associates, a limited partnership
NEPOOL	New England power pool
New England Power	New England Power Company
Note _	Note _ to Consolidated and Combined Financial Statements or Note _ to Financial Statements, as the case may be
O&M	operations and maintenance
Partners	ESI GP and ESI LP together with Tractebel GP and Tractebel LP
Partnerships	NEA together with NJEA
PMI	FPL Energy Power Marketing, Inc.
PJM	PJM Interconnection LLC (Pennsylvania-New Jersey-Maryland power pool)
ProGas	ProGas Limited of Alberta, Canada
PSE&G	Public Service Electric & Gas Company of Newark, New Jersey
PURPA	Public Utility Regulatory Policies Act of 1978, as amended
qualifying facilities or QFs	Non-utility power production facilities meeting the requirements of a qualifying facility under PURPA
Reform Act	Private Securities Litigation Reform Act of 1995
Rule 144A	Rule 144A promulgated under the Act
TEMI	Tractebel Energy Marketing, Inc.
Tractebel	Tractebel, Inc.
Tractebel GP	Tractebel Northeast Generation GP, Inc.
Tractebel LP	Tractebel Associates Northeast LP, Inc.
Tractebel Power	Tractebel Power, Inc.
Trustee	State Street Bank and Trust Company, a Massachusetts banking corporation
Westinghouse	Siemens Westinghouse Operating Services Company
Westinghouse Power	Siemens Westinghouse Power Corporation

CAUTIONARY STATEMENTS AND RISK FACTORS THAT MAY AFFECT FUTURE RESULTS
In connection with the safe harbor provisions of the Reform Act, Funding Corp., NEA and NJEA (collectively, the Partnerships), Acquisition Corp. and 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-K, 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. Fo rward-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 any 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 PURPA, changing governmental policies and regulatory actions, including those of the 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 operated as QFs under PURPA and the regulations promulgated thereunder by the FERC. However, in December 2003, an amended and restated power purchase agreement of NJEA became effective and NJEA no longer operates as a QF. NEA continues to operate as a QF. FERC regulations require that at least 5% of a QF's total energy output be useful thermal energy. To meet the QF requirement, NEA sells steam under a long-term sales agreement to an unrelated third party for use in a gas and chemical processing facility to maintain NEA's QF status. NEA is dependent upon the on-going operations of this facility. Loss of QF status would entitle one power purchaser to renegotiate the price provisions of 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. As mentioned above, in December 2003, an amended and restated power purchase agreement between NJEA and a New Jersey utility became effective. The agreement provides for, among other things, the ability to deliver electricity to the New Jersey utility from sources other than th e NJEA facility.
·	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

Item 1. Business

General. NE LP, a Delaware limited partnership, was formed on November 21, 1997 for the purpose of acquiring ownership interests in two partnerships, NEA, a Massachusetts limited partnership, and NJEA, a New Jersey limited partnership, each of which owns an electric power generation station in the northeastern United States. NE LP is jointly owned by ESI GP and ESI LP (indirect wholly-owned subsidiaries of FPL Energy, which is an indirect wholly-owned subsidiary of FPL Group, a company listed on the New York Stock Exchange) and Tractebel GP and Tractebel LP (indirect wholly-owned subsidiaries, through Tractebel and Tractebel Power of Suez-Tractebel S.A., a Belgian energy, industrial services and energy services business, and a member of the Suez group). NE LP also formed a wholly-owned entity, NE LLC, to assist in such acquisitions.

The Partnerships were formed in 1986 to develop, construct, own, operate and manage the power generation stations. NEA's facility commenced commercial operation in September 1991 and is located in Bellingham, Massachusetts. NJEA's facility commenced commercial operation in August 1991 and is located in Sayreville, New Jersey.

In connection with the acquisitions of the Partnerships' interests, the Funding Corp., a Delaware corporation, was acquired by a subsidiary of ESI Energy, Tractebel Power and Broad Street from IEC. This entity was established in 1994 solely for the purpose of issuing debt. This debt was privately issued under Rule 144A to acquire outstanding bank debt and to lend funds to the Partnerships and was subsequently exchanged for publicly-issued debt.

On November 13, 1997, the Acquisition Corp., a Delaware corporation, was formed. The Acquisition Corp.'s common stock is jointly owned by a subsidiary of ESI Energy and Tractebel Power. On February 12, 1998, the Acquisition Corp. issued $220 million of debt under Rule 144A which was also subsequently exchanged for publicly-issued debt. The proceeds were loaned to NE LP and then distributed to direct subsidiaries of FPL Energy and Tractebel Power. Repayment of the debt is expected to be made from distributions from the Partnerships.

None of the registrants or the Partners have any employees.

Partnerships' Operations. The Partnerships operate in the independent power industry. In the United States, rate-regulated electric utilities have been the dominant producers and suppliers of electric energy since the early 1900s. In 1978, PURPA removed regulatory constraints relating to the production and sale of electric energy by certain non-utility power producers and required electric utilities to buy electricity from certain types of non-utility power producers under certain conditions, thereby encouraging companies other than electric utilities to enter the electric power production market. The Partnerships were created as a result of the PURPA legislation.

Each of the Partnerships owns, and historically derived substantially all of its revenues from, a nominal 300 mw combined-cycle cogeneration facility. However, in December 2003, an agreement between NJEA and a New Jersey utility became effective to amend and restate their power purchase agreement. The agreement provides for, among other things, the ability to deliver electricity to the New Jersey utility from sources other than NJEA's cogeneration facility. The Partnerships' facilities were constructed by Westinghouse Power and use natural gas to produce electrical energy and thermal energy in the form of steam. The Partnerships were developed and operated as qualifying facilities under PURPA and the regulations promulgated thereunder by the FERC. As a result of the amended and restated power purchase agreement, NJEA no longer operates as a QF, but NEA continues to operate as a QF. NEA must satisfy certain annual operating and efficiency standards and ownership requirements to maintain QF status, which exempts NEA from certain federal and state regulations. However, the Partnerships are not exempt from state regulatory commission general supervisory powers relating to environmental and safety matters. NJEA now has Electric Wholesale Generator (EWG) status and market based rate authority which allows NJEA to sell power at market rates.

NEA and NJEA sell substantially all of their output capability to regulated utilities under power purchase agreements as follows:

Power Purchaser	MW	% of Capacity		Power Purchase Agreement Expiration
NEA:
Boston Edison	135	45	%	September 15, 2016
Boston Edison	84	28		September 15, 2011
Commonwealth	25	8		September 15, 2016
Commonwealth	21	7		September 15, 2016
New England Power	25	8		September 15, 2021
NEA Total	290	96	%
NJEA:
JCP&L	250	83	%	August 13, 2011

The remainder of the net electrical energy produced by the Partnerships is available for sale to the marketplace either directly to third parties or via FPL Energy's power marketing subsidiary. The NEA power purchase agreements provide for substantially continuous delivery of base load power. The NJEA power purchase agreement provides for fixed annual quantities with allowances for certain operational issues.

In 2003, two of the power purchase agreements were required to have 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. One of the energy banks was paid in full on March 31, 2003, see Note 3 to Consolidated and Combined Financial Statements - Energy Bank Balances. The other agreement requires that some or all of the remaining amount recorded in the energy bank be repaid under specific circumstances. The remaining energy bank balance is partially secured by a letter of credit (see Note 7 - Energy Bank and Loan Collateral).

To meet the FERC regulations for a qualifying facility, NEA sells thermal energy to an unrelated third party. NEA sells steam to a third party which leases a carbon dioxide facility owned by NEA and is located on NEA's property.

In 2002, NJEA terminated a long-term gas supply agreement effective December 31, 2002 and entered into new long-term gas supply agreements with TEMI and PMI, respectively, each of which are related to NE LP. These two new agreements, which became effective January 1, 2003, provided the partnership with the same combined quantity of natural gas and with pricing that is more favorable to the partnership than the agreement previously in effect. Before restructuring, the prior agreement provided the partnership with approximately 37% of its fuel requirements, and approximately 18% of the total fuel requirements of the Partnerships. Affiliates of TEMI and PMI have guaranteed certain of their respective obligations under the new long-term gas supply agreements.

In March 2003, NEA bifurcated a fuel supply contract with one of its suppliers who provided approximately 75% of NEA's daily fuel requirements to manage the variable and fixed price volumes separately. In July 2003, NEA entered into two agreements with this supplier to terminate the variable price agreement that provided for the purchase of 13,399 MMBtu/day (Termination Agreement) and to partially terminate the fixed price agreement that provided for the purchase of 35,418 MMBtu/day (Partial Termination Agreement). These agreements were executed to hedge the Partnerships' exposure to natural gas prices in anticipation of other contract restructurings.

On August 31, 2003, the Termination Agreement became effective and two new replacement long-term gas supply agreements were entered into by NEA with PMI and TEMI which became effective September 1, 2003. These two contracts provide NEA with the same combined quantity of natural gas and with pricing that is expected to be more favorable over the term of the agreements. Affiliates of PMI and TEMI have guaranteed certain of their respective obligations under the long-term gas supply agreements.

In December 2003, an agreement between NJEA and a New Jersey utility became effective to amend and restate the power purchase agreement in order to realize cost savings by sourcing power from the wholesale market rather than NJEA's facility during periods when market prices are lower than generation costs. The agreement provides for, among other things, the delivery of electricity to the New Jersey utility from sources other than NJEA's facility when the partnership decides to do so. In connection with this restructuring, NJEA amended its remaining long-term gas supply agreement and terminated the long-term gas supply agreements with TEMI and PMI. Under the terms of the amended long-term gas supply agreement, the supplier will provide all of the fuel required to run the facility when it is operating.

NJEA also entered into two off-peak power purchase contracts with PMI and TEMI which were effective in January 2004. Under the terms of these contracts PMI and TEMI will sell power to NJEA at a fixed price to be sold by NJEA to the New Jersey utility. The pricing in the NJEA power purchase agreement with the New Jersey utility is based on a gas index, thus NJEA's purchase of off-peak power at a fixed price from PMI and TEMI and sale to the New Jersey utility at a gas indexed price exposes NJEA to decreases in the price of natural gas.

In January 2004, the Partial Termination Agreement became effective resulting in a reduction of the daily delivery of fuel to 12,507 MMBtu/day. To replace the remaining fuel requirements, NEA entered into two additional replacement long-term gas supply agreements with PMI and TEMI at a market index which became effective in January 2004. This reduction in NEA's volume of fixed gas exposes NEA to increases in the price of natural gas. When combined, NJEA's and NEA's exposures to changes in natural gas prices are expected to be offsetting.

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

ESI Northeast Fuel, an indirect wholly-owned subsidiary of FPL Energy, is the fuel manager for the Partnerships and provides fuel management and administrative services by contracting with PMI.

FPLE Operating Services, a wholly-owned indirect subsidiary of FPL Energy, provides O&M services for the Partnerships. See Management's Discussion - Results of Operations.

Seasonality. The performance of the Partnerships is dependent on ambient conditions (principally air temperature), which affect the efficiency and capacity of the combined-cycle facilities. Payments due to NJEA under the JCP&L power purchase agreement during the winter and summer seasons are substantially higher than those in spring and fall. Otherwise, the business of the Partnerships is not materially subject to seasonal factors.

Environmental. Federal, state and local environmental laws and regulations cover air and water quality, land use, power plant and transmission line siting, lead paint, asbestos, noise and aesthetics, solid waste, natural resources, and other environmental matters. Compliance with these laws and regulations could increase the cost of operating the facilities by requiring, among other things, changes in the design and operation of these facilities. During 2003 and 2002, the registrants spent $0 on capital additions necessary to comply with environmental laws and regulations and do not anticipate incurring such costs in 2004.

Competition. Recent regulatory change has created additional competition in the form of wholesale power marketers that engage in purchase and resale transactions between power producers and power distributors. Although substantially all of the Partnerships' output is committed under the power purchase agreements described above, these factors may adversely affect energy prices under certain power purchase agreements that are tied to the wholesale electric market prices. NE LP and the Partnerships do not expect electric utility industry restructuring to result in any material adverse change to prices under the Partnerships' power purchase agreements. However, the impact of electric utility industry restructuring on the companies that purchase power from the Partnerships is uncertain. Both Massachusetts and New Jersey have enacted legislation designed to deregulate the production and sale of electricity. By allowing wholesale electr icity customers to choose their electricity supplier, deregulation is expected to result in a shift from cost-based rates to market-based rates for energy production. Similar initiatives are also being pursued on the federal level.

The Partnerships operate in two power pools. NEA operates in NEPOOL and NJEA operates in PJM, each of which has an independent system operator that manages the wholesale electricity market and the transmission of electricity. While legislators and state regulatory commissions will decide what impact, if any, competitive forces will have on retail transactions, the FERC has jurisdiction over potential changes which could affect competition in wholesale transactions. The FERC has approved various filings submitted by NEPOOL and PJM regarding electric industry deregulation initiatives.

Item 2. Properties

As of December 31, 2003, the Partnerships had the following properties:

Facility Type		Location	Principal Use
NEA cogeneration facility (a)		Bellingham, MA	Power production
NEA carbon dioxide plant (b)		Bellingham, MA	Carbon dioxide production
NEA residential properties (c)		Bellingham, MA	Private residences
NJEA cogeneration facility (b)		Sayreville, NJ	Power production
(a)	Subject to the liens of a first and second mortgage.
(b)	Subject to the lien of a first mortgage.
(c)	NEA owns 12 properties, most with single-family dwellings, located on land immediately adjacent to the facility site. These properties are subject to the lien of a mortgage.

Item 3. Legal Proceedings

None.

Item 4. Submission of Matters to a Vote of Security Holders

None.

PART II

Item 5. Market for the Registrants' Common Equity and Related Stockholder Matters

This item is not applicable to any of the registrants.

Item 6. Selected Financial Data
	Years Ended December 31,
	2003		2002		2001		2000		1999
	(Thousands of Dollars)
SELECTED CONSOLIDATED DATA OF NE LP AND SUBSIDIARIES:
Operating revenues	$	404,279	$	390,511	$	364,398	$	337,579	$	336,299
Net income	$	61,891	$	98,139	$	16,703	$	19,636	$	33,303
Total assets	$	1,117,219	$	1,162,882	$	1,220,024	$	1,282,309	$	1,345,858
Long-term debt, excluding current maturities	$	540,833	$	554,614	$	587,232	$	618,720	$	638,880
Energy bank and other liabilities	$	108,582	$	146,868	$	157,919	$	162,908	$	169,037
SELECTED COMBINED DATA OF THE PARTNERSHIPS:
Operating revenues	$	404,716	$	390,511	$	364,398	$	337,579	$	336,299
Net income	$	79,737	$	116,099	$	34,755	$	37,716	$	51,329
Total assets	$	1,113,097	$	1,158,039	$	1,214,461	$	1,276,271	$	1,339,102
Long-term debt, excluding current maturities	$	323,650	$	352,214	$	376,032	$	398,720	$	418,880
Energy bank and other liabilities	$	108,430	$	146,716	$	157,767	$	162,756	$	168,885
SELECTED DATA OF THE FUNDING CORP.:
Operating revenues	$	-	$	-	$	-	$	-	$	-
Net income	$	-	$	-	$	-	$	-	$	-
Total assets	$	352,215	$	376,033	$	398,721	$	418,881	$	445,214
Long-term debt, excluding current maturities	$	323,650	$	352,214	$	376,032	$	398,720	$	418,880
SELECTED DATA OF THE ACQUISITION CORP.:
Operating revenues	$	-	$	-	$	-	$	-	$	-
Net income	$	9	$	9	$	9	$	9	$	9
Total assets	$	202,552	$	211,352	$	220,152	$	220,152	$	220,152
Long-term debt, excluding current maturities	$	193,600	$	202,400	$	211,200	$	220,000	$	220,000

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

This discussion should be read in conjunction with the Notes to Consolidated and Combined Financial Statements and Notes to Financial Statements contained herein. In the discussion of Results of Operations below, all comparisons are with the corresponding items in the prior year.

Results of Operations

NE LP Consolidated

NE LP's net income for 2003, 2002 and 2001 was $61.9 million, $98.1 million and $16.7 million, respectively. Net income for 2003 included a gain of $15.2 million on restructuring of contracts, a gain of $11.1 million on an energy bank settlement, and net unrealized mark-to-market losses of $3.9 million on derivatives. Net income for 2002 included a gain of $45.1 million on restructuring of contracts and net unrealized mark-to-market gains of $7.3 million on derivatives. Net income for 2001 included an $18.3 million cumulative effect of adopting FAS 133 and net unrealized mark-to-market losses of $21.6 million on derivatives.

NE LP Consolidated - 2003 compared to 2002

Net income, excluding the items mentioned above, decreased in 2003 compared to 2002 primarily due to higher fuel costs in 2003 and higher O&M expenses, partially offset by lower interest expense and higher revenues. The high price of market gas in 2001 helped to increase the energy price in NJEA's power purchase agreement, and allowed the Partnerships to benefit from lower gas prices in 2002.

NE LP's revenues are derived from six power purchase agreements with regulated utilities in Massachusetts and New Jersey. Under the terms of these contracts power generated from the Partnerships' facilities (or, in the case of NJEA, from the wholesale market) are sold to these utilities at prices specified in the contracts. The pricing under three of the Massachusetts power purchase agreements is substantially fixed. The pricing under one of the Massachusetts power purchase agreements and the New Jersey power purchase agreement is indexed to fuel indices and the pricing under the remaining Massachusetts power purchase agreement is indexed to the power market.

Revenue increased in 2003 primarily due to fixed escalators, and favorable pricing under the power purchase agreements tied to the fuel and power indices. In connection with the amended and restated NJEA power purchase agreement mentioned below, the New Jersey facility did not operate for the last thirteen days in December 2003, instead selling power purchased in the wholesale market to the New Jersey utility. Included as an offset to revenue in 2003 is $4.0 million of purchased power.

Revenues in 2003 were comprised of $401.3 million of power sales to utilities net of purchased power and $3.0 million of steam sales. Power sales to utilities reflect a decrease in utility energy bank and deferred revenue balances of $28.3 million and $25.6 million in 2003 and 2002, respectively. The decrease in energy bank balances, which increased reported revenues, are determined in accordance with scheduled or specified rates under certain power purchase agreements.

Fuel expense increased in 2003 primarily as a result of increased prices of natural gas required to fuel the facilities. As a result of the contract restructuring in 2002, approximately 37% of the New Jersey facility's 2003 fuel requirements were purchased through variable priced fuel contracts. Approximately 50% of the Massachusetts facility's fuel requirements are purchased either through variable priced fuel contracts or through the wholesale market. In order to manage the fixed price exposure of natural gas prices in 2003, NE LP and the Partnerships entered into a costless collar in 2002. Settlements on the costless collar were $16.4 million in 2003, reflected as a reduction in fuel expense. In addition, as a result of the contract restructurings, the deferred credit amortization for fuel contracts decreased to $13.6 million in 2003 compared to $20.8 million in 2002.

O&M expense increased $1.6 million in 2003 primarily from preparing the New Jersey facility to operate as a merchant plant due to contract restructurings.

In March 2003, NEA bifurcated a fuel supply contract with one of its suppliers who provided approximately 75% of NEA's daily fuel requirements to manage the variable and fixed price volumes separately. In July 2003, NEA entered into two agreements with this supplier to terminate the variable price agreement that provided for the purchase of 13,399 MMBtu/day (Termination Agreement) and to partially terminate the fixed price agreement that provided for the purchase of 35,418 MMBtu/day (Partial Termination Agreement). These agreements were executed to hedge the Partnerships' exposure to natural gas prices in anticipation of other contract restructurings.

On August 31, 2003, the Termination Agreement became effective resulting in removal of a $39.2 million liability representing the unamortized deferred credit as of the termination date and a $15.2 million gain for NEA. In conjunction with this termination, NEA was to pay a termination fee of $24.0 million, of which $12.0 million was paid by the NE LP partners and recorded by NE LP as a capital contribution. Promissory notes were issued by the NE LP partners for the remaining $12.0 million. The notes bore interest at a rate of 6% per annum and were paid in full in January 2004. See "Subsequent Events" below.

NEA entered into two replacement long-term gas supply agreements with PMI and TEMI which became effective September 1, 2003. These two contracts provide NEA with the same combined quantity of natural gas and with pricing that is expected to be more favorable over the term of the agreements. Affiliates of PMI and TEMI have guaranteed certain of their respective obligations under the long-term gas supply agreements. See "Subsequent Events" below.

In December 2003, an agreement between NJEA and a New Jersey utility became effective to amend and restate the power purchase agreement in order to realize cost savings by sourcing power from the wholesale market rather than NJEA's facility during periods when market prices are lower than generation costs. The new agreement provides for, among other things, the ability to deliver electricity to the New Jersey utility from sources other than NJEA's facility at a payment that is less than the payment required under the prior power purchase agreement. In accordance with the agreement, NE LP and the Partnerships paid $26.2 million to the New Jersey utility which was funded through a loan to NE LP from an affiliate of NE LP which matures in June 2011.

In connection with this restructuring, NJEA amended its remaining long-term gas supply agreement and terminated the long-term gas supply agreements with TEMI and PMI. Under the terms of the amended long-term gas supply agreement, the supplier will provide all of the fuel required to operate the facility when the partnership determines that it is economically beneficial to do so. The partnership is required to pay a monthly fee of $0.2 million to the fuel supplier regardless of whether fuel is purchased during the month. In addition, the partnership also amended its steam sales agreement. Under the terms of the amendment, the partnership is to pay a monthly fee of up to $0.4 million to the steam supplier when the partnership decides that it is not economically beneficial to operate the facility and therefore, cannot sell steam to the steam supplier.

In December 2000, NEA exercised its option to receive a reduced energy payment for the period remaining on one of the PPAs 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 PPA. The power purchaser (Power Purchaser) disputed this position. The Power Purchaser contended that the energy bank balance was being adjusted monthly and could require a significant payment by NEA upon termination. On October 31, 2002, the Power Purchaser filed a demand for arbitration with the American Arbitration Association in this matter.

On March 31, 2003, the energy bank was terminated resulting in an $11.1 million gain for NEA. In connection with the termination, 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 another company (Agent), acting on its behalf and on behalf of the Power Purchaser. The registrants understand that the Agent acts as agent and representative of the Power Purchaser with respect to the PPA. Under the terms of the settlement, the arbitration was irrevocably dismissed and the related claims released, any energy bank obligations under the PPA were terminated, the energy bank balance of $22.2 million was eliminated, and NE LP paid approximately $11.1 million plus interest to the Agent in June 2003.

As a condition to this settlement, the Agent entered into an agreement (PMI Agreement) with PMI. Under the terms of the PMI Agreement, until termination of the PPA, PMI is to purchase power from the Agent under the same terms as the Agent purchases power under the PPA, as the Power Purchaser's agent and representative. Also, under the PMI Agreement the parties agreed to seek approvals and satisfy conditions for NEA to terminate the PPA on or before December 31, 2003. Those approvals and conditions included approvals under the indentures relating to the Funding Corp. and Acquisition Corp. secured notes and bonds. The parties have been unable to satisfy the conditions and will continue to operate under the existing terms of the PPA.

In February 2003, NJEA entered into an agreement to modify the gas index used for calculating the energy price in the power purchase agreement with a New Jersey utility. This modification was effective as of August 14, 2002 with the rate being adjusted annually on August 14th of each year. Since August 14, 2002, the New Jersey utility had been paying for power under the rate that was in effect prior to the modification and in March 2003 the New Jersey utility paid $9.2 million to NJEA representing the additional amount owed to NJEA using the agreed upon index. Payments for power delivered beginning February 1, 2003 through the end of the term of the power purchase agreement were made using the agreed upon index. In November 2003, this agreement was approved by the state regulatory authority. However, this agreement was terminated when the amended and restated power purchase agreement mentioned above became effective in December 2003.

NE LP makes scheduled interest and principal payments on its outstanding debt. NE LP is scheduled to make semi-annual principal and interest payments on June 30 and December 30. Interest expense for NE LP decreased in each of 2003 and 2002 as a result of decreasing principal balances on its outstanding debt. This decrease was partially offset by interest on the December 2003 $26.2 million loan to NE LP from an affiliate of NE LP mentioned above.

Both Massachusetts and New Jersey have enacted legislation designed to deregulate the production and sale of electricity. By allowing wholesale electricity customers to choose their electricity supplier, deregulation is expected to result in a shift from cost-based rates to market-based rates for energy production. Similar initiatives are also being pursued on the federal level. NE LP does not expect electric utility industry restructuring to result in any material adverse change to prices under the Partnerships' power purchase agreements. However, the impact of electric utility industry restructuring on the companies that purchase power from the Partnerships is uncertain.

NE LP Consolidated - 2002 compared to 2001

Net income excluding the gain on restructuring of contracts and the mark-to-market gain on derivatives increased in 2002 compared to 2001 primarily due to higher revenue and lower interest expense, partially offset by higher fuel costs.

Revenues for the year ended December 31, 2002 improved primarily as a result of increased electricity sales prices and higher volume under certain power purchase agreements. Revenues in 2002 were comprised of $386.6 million of power sales to utilities and $3.9 million of steam sales. In 2001, revenues were comprised of $360.6 million of power sales to utilities and $3.8 million of steam sales. Power sales to utilities reflect a decrease in utility energy bank and deferred revenue balances of $25.6 million and $23.1 million in 2002 and 2001, respectively. The decrease in energy bank balances, which increased reported revenues, is determined in accordance with scheduled or specified rates under certain power purchase agreements.

Fuel expense increased primarily as a result of increased prices of natural gas required to fuel the facilities. These fuel costs were partly offset in each of 2002 and 2001 by $20.8 million of deferred credit amortization for fuel contracts.

In 2002, the Partnerships restructured certain contracts. In conjunction with these restructurings, NE LP paid fees of approximately $23.9 million of which $23.3 million was funded through capital contributions by its partners. A gain of approximately $45.1 million was recognized as a result of these restructuring activities.

During 2002, NJEA entered into two new long-term gas supply agreements with PMI and TEMI which became effective January 1, 2003. These new agreements provided the partnership with the same combined quantity of natural gas and with pricing that was more favorable to the partnership than the agreement previously in effect. Before restructuring, the prior agreement provided the partnership with approximately 37% of its fuel requirements, and approximately 18% of the total fuel requirements of the Partnerships. Affiliates of PMI and TEMI guaranteed certain of their respective obligations under the new long-term gas supply agreements. As discussed above, these two agreements were terminated in December 2003.

NEA terminated all agreements with its steam sales user and lessee in 2002 and entered into a new operating lease and ancillary agreements with a new lessee effective January 1, 2003 through September 14, 2016. Under the terms of the operating lease agreement, the lessee will operate and maintain NEA's carbon dioxide facility. Base rent under the lease is $0.1 million per month during the winter months (as defined in the operating lease agreement) and $0.2 million per month during the summer months (as defined in the operating lease agreement). NEA is selling a portion of the steam at a minimum charge of $0.1 million during the winter months (as defined in the operating lease agreement) and $0.2 million during the summer months (as defined in the operating lease agreement). Both the base rent and base steam cost are adjusted every month by the operating results of the facility as defined in the operating lease agreement.

The Partnerships

The Partnerships' net income for 2003, 2002 and 2001 was $79.7 million, $116.1 million and $34.8 million, respectively. Net income for 2003 included a gain of $15.2 million on restructuring of contracts, a gain of $11.1 million on an energy bank settlement, and net unrealized mark-to-market losses of $3.9 million on derivatives. Net income for 2002 included a gain of $45.1 million on restructuring of contracts and net unrealized mark-to-market gains of $7.3 million on derivatives. Net income for 2001 included an $18.3 million cumulative effect of adopting FAS 133 and net unrealized mark-to-market losses of $21.6 million on derivatives.

The Partnerships - 2003 compared to 2002

Net income excluding the items mentioned above, decreased in 2003 compared to 2002 primarily due to higher fuel costs and higher O&M expenses, partially offset by lower interest expense and higher revenues. The high price of market gas in 2001 helped to increase the energy price in NJEA's power purchase agreement, and allowed the Partnerships to benefit from lower gas prices in 2002.

The Partnerships' revenues are derived from six power purchase agreements with regulated utilities in Massachusetts and New Jersey. Under the terms of these contracts power generated from the Partnerships' facilities (or, in the case of NJEA, from the wholesale market) are sold to these utilities at prices specified in the contracts. The pricing under three of the Massachusetts power purchase agreements is substantially fixed. The pricing under one of the Massachusetts power purchase agreements and the New Jersey power purchase agreement are indexed to fuel indices and the pricing under the remaining Massachusetts power purchase agreement is indexed to the power market.

Revenue increased in 2003 primarily due to fixed escalators, and favorable pricing under the power purchase agreements tied to the fuel and power indices. In connection with the amended and restated power purchase agreement mentioned above, the New Jersey facility did not operate for the last thirteen days in December 2003, instead selling power purchased in the wholesale market to the New Jersey utility. Included in revenue in 2003 is $4.0 million of purchased power.

Revenues in 2003 were comprised of $401.7 million of power sales to utilities net of purchased power and $3.0 million of steam sales. Power sales to utilities reflect a decrease in utility energy bank and deferred revenue balances of $28.3 million and $25.6 million in 2003 and 2002, respectively. The decreases in energy bank balances, which increased reported revenues, are determined in accordance with scheduled or specified rates under certain power purchase agreements.

Fuel expense increased in 2003 primarily as a result of increased prices of natural gas required to fuel the facilities. As a result of the contract restructuring in 2002, approximately 37% of the New Jersey facility's fuel requirements were purchased through variable priced fuel contracts. Approximately 50% of the Massachusetts facility's fuel requirements are purchased either through variable priced fuel contracts or through the wholesale market. In order to manage the price exposure of natural gas prices in 2003, NE LP and the Partnerships entered into a costless collar in 2002. Settlements on the costless collar were $16.4 million in 2003, reflected as a reduction in fuel expense. In addition, as a result of the contract restructurings, the deferred credit amortization for fuel contracts decreased to $13.6 million in 2003 compared to $20.8 million in 2002.

O&M expense increased $1.6 million in 2003 primarily from preparing the New Jersey facility to operate as a merchant plant due to contract restructurings.

In March 2003, NEA bifurcated a fuel supply contract with one of its suppliers who provided approximately 75% of NEA's daily fuel requirements to manage the variable and fixed price volumes separately. In July 2003, NEA entered into two agreements with this supplier to terminate the variable price agreement that provided for the purchase of 13,399 MMBtu/day (Termination Agreement) and to partially terminate the fixed price agreement that provided for the purchase of 35,418 MMBtu/day (Partial Termination Agreement). These agreements were executed to hedge the Partnerships' exposure to natural gas prices in anticipation of other contract restructurings.

On August 31, 2003, the Termination Agreement became effective resulting in removal of a $39.2 million liability representing the unamortized deferred credit as of the termination date and a $15.2 million gain for NEA. In conjunction with this termination, NEA was to pay a termination fee of $24.0 million, of which $12.0 million was paid by the NE LP partners and recorded by NE LP as a capital contribution. Promissory notes were issued by the NE LP partners for the remaining $12.0 million. The notes bore interest at a rate of 6% per annum and were paid in full in January 2004. See "Subsequent Events" below.

NEA entered into two replacement long-term gas supply agreements with PMI and TEMI which became effective September 1, 2003. These two contracts provide NEA with the same combined quantity of natural gas and with pricing that is expected to be more favorable over the term of the agreements. Affiliates of PMI and TEMI have guaranteed certain of their respective obligations under the long-term gas supply agreements. See "Subsequent Events" below.

In December 2003, an agreement between NJEA and a New Jersey utility became effective to amend and restate the power purchase agreement in order to realize cost savings by sourcing power from the wholesale market rather than NJEA's facility during periods when market prices are lower than generation costs. The new agreement provides for, among other things, the ability to deliver electricity to the New Jersey utility from sources other than NJEA's facility at a payment that is less than the payment required under the prior power purchase agreement. In accordance with the agreement, NE LP and the Partnerships paid $26.2 million to the New Jersey utility which was funded through a loan from an affiliate of NE LP which matures in June 2011.

In connection with this restructuring, NJEA amended its remaining long-term gas supply agreement and terminated the long-term gas supply agreements with TEMI and PMI. Under the terms of the amended long-term gas supply agreement, the supplier will provide all of the fuel required to operate the facility when the partnership determines that it is economically beneficial to do so. The partnership is required to pay a monthly fee of $0.2 million to the fuel supplier regardless of whether fuel is purchased during the month. In addition, the partnership also amended its steam sales agreement. Under the terms of the amendment, the partnership is to pay a monthly fee of up to $0.4 million to the steam supplier when the partnership decides that it is not economically beneficial to operate the facility and therefore, cannot sell steam to the steam supplier.

In December 2000, NEA exercised its option to receive a reduced energy payment for the period remaining on one of the PPAs 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 PPA. The Power Purchaser disputed this position. The Power Purchaser contended that the energy bank balance was being adjusted monthly and could require a significant payment by NEA upon termination. On October 31, 2002, the Power Purchaser filed a demand for arbitration with the American Arbitration Association in this matter.

On March 31, 2003, the energy bank was terminated resulting in an $11.1 million gain for NEA. In connection with the termination, 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 the Agent, acting on its behalf and on behalf of the Power Purchaser. The registrants understand that the Agent acts as agent and representative of the Power Purchaser with respect to the PPA. Under the terms of the settlement, the arbitration was irrevocably dismissed and the related claims released, any energy bank obligations under the PPA were terminated, the energy bank balance of $22.2 million was eliminated, and NE LP paid approximately $11.1 million plus interest to the Agent in June 2003.

As a condition to this settlement, the Agent entered into the PMI Agreement with PMI. Under the terms of the PMI Agreement, until termination of the PPA, PMI is to purchase power from the Agent under the same terms as the Agent purchases power under the PPA, as the Power Purchaser's agent and representative. Also, under the PMI Agreement the parties agreed to seek approvals and satisfy conditions for NEA to terminate the PPA on or before December 31, 2003. Those approvals and conditions included approvals under the indentures relating to the Funding Corp. and Acquisition Corp. secured notes and bonds. The parties have been unable to satisfy the conditions and will continue to operate under the existing terms of the PPA.

In February 2003, NJEA entered into an agreement to modify the gas index used for calculating the energy price in the power purchase agreement with a New Jersey utility. This modification was effective as of August 14, 2002 with the rate being adjusted annually on August 14th of each year. Since August 14, 2002, the New Jersey utility had been paying for power under the rate that was in effect prior to the modification and in March 2003 the New Jersey utility paid $9.2 million to NJEA representing the additional amount owed to NJEA using the agreed upon index. Payments for power delivered beginning February 1, 2003 through the end of the term of the power purchase agreement were made using the agreed upon index. In November 2003, this agreement was approved by the state regulatory authority. However, this agreement was terminated when the amended and restated power purchase agreement mentioned above became effective in December 2003.

The Partnerships - 2002 compared to 2001

Net income excluding the gain on restructuring of contracts and the mark-to-market gain on derivatives increased in 2002 compared to 2001 primarily due to higher revenue and lower interest expense, partially offset by higher fuel costs.

Revenues for the year ended December 31, 2002 improved primarily as a result of increased electricity sales prices and higher volume under certain power purchase agreements. Revenues in 2002 were comprised of $386.6 million of power sales to utilities and $3.9 million of steam sales. In 2001, revenues were comprised of $360.6 million of power sales to utilities and $3.8 million of steam sales. Power sales to utilities reflect a decrease in utility energy bank and deferred revenue balances of $25.6 million and $23.1 million in 2002 and 2001, respectively. The decrease in energy bank balances, which increased reported revenues, are determined in accordance with scheduled or specified rates under certain power purchase agreements.

Fuel expense increased primarily as a result of increased prices of natural gas required to fuel the facilities. These fuel costs were partly offset in each of 2002 and 2001 by $20.8 million of deferred credit amortization for fuel contracts.

In 2002, the Partnerships restructured certain contracts. In conjunction with these restructurings, NE LP paid fees of approximately $23.9 million of which $23.3 million was funded through capital contributions by its partners. A gain of approximately $45.1 million was recognized as a result of these restructuring activities.

During 2002, NJEA entered into two new long-term gas supply agreements with PMI and TEMI which became effective January 1, 2003. These new agreements provided the partnership with the same combined quantity of natural gas and with pricing that was more favorable to the partnership than the agreement previously in effect. Before restructuring, the prior agreement provided the partnership with approximately 37% of its fuel requirements, and approximately 18% of the total fuel requirements of the Partnerships. Affiliates of the suppliers have guaranteed certain of their respective obligations under the new long-term gas supply agreements. As discussed above, these two agreements were terminated in December 2003.

NEA terminated all agreements with its steam sales user and lessee in 2002 and entered into a new operating lease and ancillary agreements with a new lessee effective January 1, 2003 through September 14, 2016. Under the terms of the operating lease agreement, the lessee will operate and maintain NEA's carbon dioxide facility. Base rent under the lease is $0.1 million per month during the winter months (as defined in the operating lease agreement) and $0.2 million per month during the summer months (as defined in the operating lease agreement). NEA is selling a portion of the steam at a minimum charge of $0.1 million during the winter months (as defined in the operating lease agreement) and $0.2 million during the summer months (as defined in the operating lease agreement). Both the base rent and base steam cost are adjusted every month by the operating results of the facility as defined in the operating lease agreement.

The Partnerships make scheduled interest and principal payments on their outstanding debt. The Partnerships are scheduled to make semi-annual principal and interest payments on June 30 and December 30. Interest expense for the Partnerships decreased in each of 2003 and 2002 as a result of decreasing principal balances on their outstanding debt.

Both Massachusetts and New Jersey have enacted legislation designed to deregulate the production and sale of electricity. By allowing wholesale electricity customers to choose their electricity supplier, deregulation is expected to result in a shift from cost-based rates to market-based rates for energy production. Similar initiatives are also being pursued on the federal level. The Partnerships do not expect electric utility industry restructuring to result in any material adverse change to prices under the Partnerships' power purchase agreements. However, the impact of electric utility industry restructuring on the companies that purchase power from the Partnerships is uncertain.

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 are scheduled to make semi-annual principal and interest payments on June 30 and December 30. Interest expense for the Funding Corp. and the Acquisition Corp. decreased in each of 2003 and 2002 as a result of decreasing principal balances on its outstanding debt.

Subsequent Events

In December 2003, an agreement between NJEA and a New Jersey utility became effective to amend and restate the power purchase agreement in order to realize cost savings by sourcing power from the wholesale market rather than NJEA's facility during periods when market prices are lower than generation costs. In connection with this agreement in January 2004, NJEA entered into two off-peak power purchase contracts with PMI and TEMI, each for the purchase of up to 125 MW per off-peak hour at a fixed price to supply power to the New Jersey utility under the amended and restated power purchase agreement. Under the terms of these contracts, PMI and TEMI will purchase power from the wholesale market to be sold to NJEA. The pricing in the NJEA power purchase agreement with the New Jersey utility is based on a gas index, thus NJEA's purchase of off-peak power at a fixed price from PMI and TEMI and sale to the New Jersey utility at a gas indexed price exposes NJEA to decreases in the price of natural gas.

In January 2004, a Partial Termination Agreement between NEA and one of its fuel suppliers became effective which resulted in removal of a $108.1 million liability representing the unamortized deferred credit as of the termination date, the addition of a $2.0 million asset representing the value of the remaining contract, and a $115.1 million gain. In conjunction with this partial termination, the fuel supplier paid the partnership $5.0 million and the partners of NE LP paid $12.0 million plus interest to the fuel supplier in satisfaction of the loans outstanding related to the Termination Agreement which became effective in August 2003. The reduction in NEA's volume of fixed gas exposes NEA to increases in the price of natural gas. When combined, NJEA's and NEA's exposures to changes in natural gas prices are expected to be offsetting.

To replace the remaining fuel requirements, NEA entered into two additional replacement long-term gas supply agreements with PMI and TEMI which became effective in January 2004 and provide the partnership with gas indexed pricing.

Related Party Information

NE LP and the Partnerships receive O&M, fuel management and administrative services from entities related to FPL Energy. Payments to these entities for these services approximate $3.2 million annually. For additional information see Note 5.

The Partnerships will receive fuel pursuant to fuel supply agreements with entities related to FPL Energy and Tractebel. For additional information see Note 3 - Fuel Supply, Transportation and Storage Agreements.

Liquidity and Capital Resources

The Funding Corp. and the Partnerships - Cash flow generated by the Partnerships during 2003 was sufficient to fund operating expenses as well as the debt service requirements of the Funding Corp. Debt maturities of the Funding Corp. will require cash outflows of approximately $356.7 million in principal and interest through 2008, including $61.5 million in 2004. It is anticipated that cash requirements for principal and interest payments in 2004 will be satisfied with the Partnerships' operational cash flow. Operational cash flow may be affected by, among other things, changes in laws or regulations, including the PURPA, weather conditions, competition for retail and wholesale customers, availability, pricing and transportation of fuel and other energy commodities, and market demand for energy. See Funding Corp.'s Note 3 to Financial Statements, and Note 4 to Consolidated and Combined Financial Statements - Funding Corp.

Contributions from partners were $61.3 million, $23.3 million and $0 million in 2003, 2002 and 2001, respectively. The contributions from partners in 2003 were used to pay for restructurings of contracts and settlement of the NEA energy bank. See "Results of Operations" for further discussion of the dispute and resolution of this energy bank.

Letters of credit were established to satisfy requirements in certain power purchase agreements. As of December 31, 2003, one letter of credit related to a power purchase agreement remains. This letter of credit can be drawn upon in multiple drawings in favor of the power purchaser in the event that the power purchase agreement has terminated at the time when there is a positive energy bank balance existing. See Note 7 to Consolidated and Combined Financial Statements - Energy Bank and Loan Collateral.

The Acquisition Corp. and NE LP - Cash flow generated by NE LP during 2003 was sufficient to fund operating expenses as well as fund the debt service requirements of the Acquisition Corp. and the Funding Corp. Debt maturities of the Acquisition Corp. and the Funding Corp. will require cash outflows of approximately $502.1 million in principal and interest through 2008, including $86.3 million in 2004. Debt maturities of NE LP's note payable-affiliate will require NE LP cash outflows of approximately $35.7 million in principal and interest through 2011, including $4.8 million in 2004. It is anticipated that cash requirements for principal and interest payments in 2004 will be satisfied with NE LP's operational cash flow. Operational cash flow may be affected by, among other things, changes in laws or regulations, including the PURPA, weather conditions, competition for retail and wholesale customers, availability, pricing and transportation of fuel and other energy commodities, an d market demand for energy. See Acquisition Corp.'s Note 3 to Financial Statements, and Note 4 to Consolidated and Combined Financial Statements - Acquisition Corp.

Contributions from partners were $24.0 million, $23.3 million and $0 million in 2003, 2002 and 2001, respectively. These contributions were used to fund contract restructurings.

Letters of credit were established to satisfy requirements in certain power purchase agreements. As of December 31, 2003, one letter of credit related to a power purchase agreement remains. This letter of credit can be drawn upon in multiple drawings in favor of the power purchaser in the event that the power purchase agreement has terminated at the time when there is a positive energy bank balance existing. See Note 7 to Consolidated and Combined Financial Statements - Energy Bank and Loan Collateral.

The long-term contractual obligations of NE LP and the Partnerships at December 31, 2003 were as follows:

NE LP AND THE PARTNERSHIPS
December 31, 2003
(Thousands of Dollars)

				2004		2005 - 06		2007 - 08		Thereafter		Total
CONTRACTUAL OBLIGATIONS
	The Partnerships
		Long-term debt		$	28,564	$	97,990	$	105,821	$	119,839	$	352,214
		Operating leases			261		558		606		1,086		2,511
		Other long-term obligations:
			Energy bank liability		-		-		-		104,133		104,133
			Administrative agreement(a)		600		1,200		1,200		5,400		8,400
			O&M agreement(a)		1,500		3,000		3,000		10,500		18,000
			Fuel management agreement(a)		900		1,800		1,800		12,600		17,100
	Total Partnerships				31,825		104,548		112,427		253,558		502,358
	NE LP
		Long-term debt			11,405		27,981		51,036		138,166		228,588
Total contractual obligations				$	43,230	$	132,529	$	163,463	$	391,724	$	730,946

^(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.

New Accounting Rules and Interpretations

Accounting for Asset Retirement Obligations - Effective January 1, 2003, NE LP and the registrants adopted FAS 143, "Accounting for Asset Retirement Obligations." See Note 2.

Variable Interest Entities - In January 2003, the FASB issued FIN 46, "Consolidation of Variable Interest Entities," which was subsequently revised. See Note 2.

Derivative Instruments - Effective July 1, 2003, NE LP and the Partnerships adopted FAS 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities." There was no financial statement impact upon adoption of FAS 149. However, the statement could have a significant future impact on the number of contracts that will be marked to market through earnings. Effective October 1, 2003, NE LP and the Partnerships adopted Emerging Issues Task Force Issue No. (EITF) 03-11, which provides guidance on whether to report realized gains or losses on physically settled derivative contracts not held for trading purposes on a gross or net basis and requires realized gains or losses on derivative contracts that net settle to be reported on a net basis. In addition, effective October 1, 2003, NE LP and the Partnerships adopted the SEC staff guidance requiring the realized and unrealized effects of derivative instruments not accounted for as hedges to b e reported within the same caption on the statements of income. See Note 2.

Critical Accounting Policies and Estimates

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to exercise judgment and make estimates and assumptions where amounts are not subject to precise measurement or are dependent on future events.

Critical accounting policies and estimates, which are important to the portrayal of both the registrants' financial condition and results of operations and which require complex, subjective judgments, are as follows:

Accounting for Derivatives and Hedging Activities - On January 1, 2001, NE LP and the Partnerships adopted FAS 133, "Accounting for Derivatives and Hedging Activities," as amended. NE LP and the Partnerships use derivative instruments (primarily swaps and options) to manage the commodity price risk inherent in power and fuel purchases as described in Note 2 - Accounting for Derivative Instruments and Hedging Activities and Note 6. These accounting pronouncements, which require the use of fair value accounting if certain conditions are met, apply not only to traditional financial derivative instruments, but to any contract having the accounting characteristics of a derivative.

FAS 133 requires that derivative instruments be recorded on the balance sheet at fair value. Changes in the derivatives' fair values are recognized currently in earnings unless certain hedge accounting criteria are met. For those transactions for which hedge accounting can be applied, much of the effects of changes in fair value are reflected in other comprehensive income (a component of partners' equity) rather than being recognized in current earnings. Settlement gains and losses are recorded in fuel expense.

Since FAS 133 became effective in 2001, the Financial Accounting Standards Board (FASB) has discussed and, from time to time, issued implementation guidance related to FAS 133. In particular, much of the interpretive guidance affects when certain contracts for the purchase and sale of power and certain fuel supply contracts can be excluded from the provisions of FAS 133. Despite the large volume of implementation guidance, FAS 133 and the supplemental guidance does not provide specific guidance on all contract issues. As a result, significant judgment must be used in applying FAS 133 and its interpretations. The interpretation of FAS 133 continues to evolve. One possible result of changes in interpretations could be that certain contracts would have to be recorded on the balance sheets at fair value, with changes in fair value recorded in the statements of operations. See Note 6.

Energy Bank Balances - One of the power purchase agreements continues to have an energy bank and records cumulative payments made by the utilities in excess of avoided cost rates scheduled or specified in such agreements. The energy bank balance bears interest at a rate specified in the agreement. In the event of certain circumstances, some or all of the remaining amount recorded in the energy bank will be repaid. The energy bank balance is partially secured by a letter of credit (see Note 7 - Energy Bank and Loan Collateral).

Major Maintenance - Maintenance expenses are accrued for certain identified major maintenance and repair items related to the Partnerships' facilities that will be performed in the future. The expenses are accrued ratably over each major maintenance cycle. These expenses are based on estimated costs and assumptions available at the time. Changes in these estimates or assumptions could result in significant changes in the liability balance. The amounts accrued relate to maintenance costs required for the equipment to operate over its depreciable life. For the periods ended December 31, 2003, 2002 and 2001, the Partnerships recorded major maintenance expense of $4.6 million, $4.7 million and $7.3 million, respectively. At December 31, 2003 and 2002, the Partnerships had $12.4 million and $9.1 million of accrued major maintenance expense, respectively.

Contract Restructurings - NE LP and the Partnerships have been restructuring power purchase agreements and fuel supply contracts to maximize the profitability of the Partnerships. Due to the lack of specific accounting guidance, when a contract is restructured, NE LP and the Partnerships analogize to EITF 96-19, "Debtor's Accounting for a Modification or Exchange of Debt Instruments" and EITF 01-07, "Creditor's Accounting for a Modification or Exchange of Debt Instruments" to account for the transactions. NE LP and the Partnerships focus on changes in volume, prices and cash flows to determine whether a contract is accounted for as a termination or modification. The calculation of changes in volume, prices and cash flows, as well as the fair value of any new contract involves the use of estimates and judgments about future events. If a contract is to be accounted for as a termination, the remaining net book value of the asset or liability is removed from the balance sheet, the ca sh that is exchanged between the parties is recognized as either income or expense, the fair value of the new contract is recorded on the balance sheet and a gain or loss is recognized on the statement of operations. If a contract is to be accounted for as a modification, cash that is exchanged between the parties is added or subtracted to the basis of the asset or liability.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

All financial instruments and positions held by NE LP and the Partnerships described below are held for purposes other than trading.

Interest Rate Risk - The fair value of NE LP's and the Partnerships' long-term debt is affected by changes in interest rates. The following presents the sensitivity of the fair value of debt to a hypothetical 10% decrease in interest rates which is a reasonable near-term market change:

		December 31, 2003
			Carrying Value		Estimated Fair Value			Hypothetical Increased Estimated Fair Value
		(Thousands of Dollars)
Long-term debt of NE LP / Acquisition Corp.		$	228,588	$	210,372	(a)	$	215,849
Long-term debt of Partnerships / Funding Corp.		$	352,214	$	361,064	(a)	$	362,140
(a)	Based on the bid price of the bonds and the book value of the affiliate note as of December 31, 2003.

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 manage the price risk associated with purchases of natural gas, and beginning in December 2003, purchases of power, 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 manage their risk associated with purchases of natural gas and power through the use of natural gas and power 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 and power. The options consist of purchased call options to establish a maximum price for natural gas and power, and written put options are executed to offset the cost of the p urchased call options. In order to manage 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 and July 2003.

The Partnerships use a value-at-risk (VaR) model to measure market risk in their mark-to-market portfolios. The VaR is the estimated loss based on a one-day holding period at a 95% confidence level using historical simulation methodology. As of December 31, 2003 and 2002, the VaR figures for hedges in Accumulated Other Comprehensive Income (in thousands) are as follows:

December 31, 2002	$	1,196
December 31, 2003	$	46
Average for the period ended December 31, 2003	$	1,231

Item 8. Financial Statements and Supplementary Data

INDEPENDENT AUDITORS' REPORT

NORTHEAST ENERGY, LP
NORTHEAST ENERGY ASSOCIATES, A LIMITED PARTNERSHIP
NORTH JERSEY ENERGY ASSOCIATES, A LIMITED PARTNERSHIP:

We have audited the accompanying consolidated balance sheets of Northeast Energy, LP (a partnership) and subsidiaries as of December 31, 2003 and 2002, and the related consolidated statements of operations, partners' equity, and cash flows for each of the three years in the period ended December 31, 2003, and the combined balance sheets of Northeast Energy Associates, a limited partnership, and North Jersey Energy Associates, a limited partnership, two of the subsidiaries of Northeast Energy, LP (collectively, with Northeast Energy, LP, "the Partnerships"), as of December 31, 2003 and 2002, and the related combined statements of operations, partners' equity, and cash flows for each of the three years in the period ended December 31, 2003. These financial statements are the responsibility of the respective Partnerships' management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated and combined financial statements present fairly, in all material respects, the financial position of Northeast Energy, LP and its subsidiaries and the financial position of Northeast Energy Associates, a limited partnership, and North Jersey Energy Associates, a limited partnership, as of December 31, 2003 and 2002, and the results of their respective operations and their respective cash flows for each of the three years in the period ended December 31, 2003, in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 2 to the consolidated and combined financial statements, in 2001 the Partnerships changed their method of accounting for derivative instruments to conform to Statement of Financial Accounting Standards No. 133.

DELOITTE & TOUCHE LLP
Certified Public Accountants

West Palm Beach, Florida
March 23, 2004

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

			December 31,
			2003		2002
ASSETS
Current assets:
	Cash and cash equivalents		$	58,907	$	45,878
	Accounts receivable			33,957		42,632
	Due from related party			3,237		1,623
	Spare parts inventories			3,055		2,849
	Fuel inventories			10,362		7,832
	Prepaid expenses and other current assets			2,784		7,900
		Total current assets		112,302		108,714
Non-current assets:
	Deferred debt issuance costs (net of accumulated amortization of $3,666 and $3,067, respectively)			3,294		3,893
	Land			4,712		4,712
	Cogeneration facilities and carbon dioxide facility (net of accumulated depreciation of $128,494 and $108,583, respectively)			391,108		410,509
	Power purchase agreements (net of accumulated amortization of $318,743 and $260,595, respectively)			596,201		628,161
	Other assets			9,602		6,893
		Total non-current assets		1,004,917		1,054,168
TOTAL ASSETS			$	1,117,219	$	1,162,882
LIABILITIES AND PARTNERS' EQUITY
Current liabilities:
	Current portion of notes payable - the Funding Corp.		$	28,564	$	23,818
	Current portion of notes payable - the Acquisition Corp.			8,800		8,800
	Current portion of notes payable - affiliate			2,605		-
	Accrued interest payable			48		-
	Accounts payable			13,959		16,689
	Due to related parties			11,840		7,425
	Other accrued expenses			12,405		8,495
		Total current liabilities		78,221		65,227
Non-current liabilities:
	Deferred credit - fuel contracts			108,274		161,039
	Notes payable - the Funding Corp.			323,650		352,214
	Note payable - the Acquisition Corp.			193,600		202,400
	Note payable - affiliate			23,583		-
	Energy bank and other liabilities			108,582		146,868
	Lease payable			815		878
		Total non-current liabilities		758,504		863,399
COMMITMENTS AND CONTINGENCIES
Partners' equity:
	General partners			5,431		4,482
	Limited partners			273,044		226,571
	Accumulated other comprehensive income			2,019		3,203
		Total partners' equity		280,494		234,256
TOTAL LIABILITIES AND PARTNERS' EQUITY			$	1,117,219	$	1,162,882

The accompanying notes are an integral part of these consolidated financial statements.

NORTHEAST ENERGY, LP (A PARTNERSHIP) AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Thousands of Dollars)

			Years Ended December 31,
			2003			2002			2001
REVENUES			$	404,279		$	390,511		$	364,398
COSTS AND EXPENSES:
	Fuel			201,860			169,958			195,648
	Operations and maintenance			15,428			13,783			16,630
	Depreciation and amortization			78,069			76,468			75,624
	General and administrative			9,083			8,951			8,219
	Gain on energy bank settlement			(11,112	)		-			-
		Total costs and expenses		293,328			269,160			296,121
OPERATING INCOME				110,951			121,351			68,277
OTHER EXPENSE (INCOME):
	Gain on restructuring of contracts			(15,198	)		(45,098	)		-
	Amortization of debt issuance costs			599			624			636
	Interest expense			64,514			68,411			71,501
	Interest income			(539	)		(725	)		(2,295	)
	Other income			(316	)		-			-
		Total other expense - net		49,060			23,212			69,842
Income (loss) before cumulative effect of a change in accounting principle				61,891			98,139			(1,565	)
Cumulative effect of adopting FAS 133 - "Accounting for Derivative Instruments and Hedging Activities"				-			-			18,268
NET INCOME			$	61,891		$	98,139		$	16,703

The accompanying notes are an integral part of these consolidated financial statements.

NORTHEAST ENERGY, LP (A PARTNERSHIP) AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Thousands of Dollars)

				Years Ended December 31,
				2003			2002			2001
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net income			$	61,891		$	98,139		$	16,703
	Adjustments to reconcile net income to net cash provided by operating activities:
			Depreciation and amortization		78,668			77,092			76,260
			Amortization of fuel contracts		(13,567	)		(20,846	)		(20,846	)
			Gain on energy bank settlement		(11,112	)		-			-
			Gain on restructuring of contracts		(15,198	)		(45,098	)		-
			Cash paid for contract restructurings		(26,188	)		(23,906	)		-
			Cumulative effect of adopting FAS 133 - "Accounting for Derivative Instruments and Hedging Activities"		-			-			(18,268	)
			FAS 133 - accumulated other comprehensive income (loss)		(1,184	)		4,283			(1,080	)
			(Increase) decrease in accounts receivable		8,675			(8,824	)		(951	)
			(Increase) decrease in due from related party		(1,614	)		134			1,005
			Increase in prepaid expenses and other assets		(96	)		(7,360	)		(2,611	)
			Increase (decrease) in accounts payable and accrued expenses		1,228			(4,986	)		23,073
			Decrease in energy bank and other liabilities		(27,174	)		(11,051	)		(9,746	)
			Increase in due to related parties		4,415			3,389			3,081
			Decrease in lease payable		(63	)		(51	)		(40	)
		Net cash provided by operating activities			58,681			60,915			66,580
CASH FLOWS FROM INVESTING ACTIVITIES:
	Capital expenditures				(753	)		(3,024	)		(1,769	)
		Net cash used in investing activities			(753	)		(3,024	)		(1,769	)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Contributions from partners				-			23,331			-
	Proceeds from issuance of note payable - affiliate				26,188			-			-
	Principal payments on the Acquisition Corp. notes				(8,800	)		(8,800	)		-
	Principal payments on the Funding Corp. notes				(23,818	)		(22,688	)		(20,160	)
	Distributions to partners				(38,469	)		(48,859	)		(35,008	)
		Net cash used in financing activities			(44,899	)		(57,016	)		(55,168	)
Net increase in cash and cash equivalents					13,029			875			9,643
Cash and cash equivalents at beginning of period					45,878			45,003			35,360
Cash and cash equivalents at end of period				$	58,907		$	45,878		$	45,003
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
	Cash paid for interest			$	51,963		$	54,797		$	56,878
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING ACTIVITIES:
	Assumption of liability by partners			$	24,000		$	-		$	-

The accompanying notes are an integral part of these consolidated financial statements.

NORTHEAST ENERGY, LP (A PARTNERSHIP) AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF PARTNERS' EQUITY
Years Ended December 31, 2003, 2002 and 2001
(Thousands of Dollars)

		General Partners			Limited Partners			Accumulated Other Comprehensive Income (Loss)(a)			Partners' Equity
Balances, December 31, 2000		$	3,534		$	173,213		$	-		$	176,747
	Net income		334			16,369			-			16,703
	Distributions to partners		(839	)		(34,169	)		-			(35,008	)
	Other comprehensive loss		-			-			(1,080	)		(1,080	)
Balances, December 31, 2001			3,029			155,413			(1,080	)		157,362
	Net income		1,963			96,176			-			98,139
	Contributions from partners		467			22,864			-			23,331
	Distributions to partners		(977	)		(47,882	)		-			(48,859	)
	Other comprehensive income		-			-			4,283			4,283
Balances, December 31, 2002			4,482			226,571			3,203			234,256
	Net income		1,238			60,653			-			61,891
	Contributions from partners		480			23,520			-			24,000
	Distributions to partners		(769	)		(37,700	)		-			(38,469	)
	Other comprehensive loss		-			-			(1,184	)		(1,184	)
Balances, December 31, 2003		$	5,431		$	273,044		$	2,019		$	280,494

(a) Comprehensive income, which includes net income and other comprehensive income (loss), totaled $60,707, $102,422 and $15,623 in 2003, 2002 and 2001, respectively.

The accompanying notes are an integral part of these consolidated financial statements.

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

			December 31,
			2003		2002
ASSETS
Current assets:
	Cash and cash equivalents		$	58,092	$	44,943
	Accounts receivable			33,944		42,632
	Due from related party			3,237		1,616
	Spare parts inventories			3,055		2,849
	Fuel inventories			10,362		7,832
	Prepaid expenses and other current assets			2,784		7,892
		Total current assets		111,474		107,764
Non-current assets:
	Land			4,712		4,712
	Cogeneration facilities and carbon dioxide facility (net of accumulated depreciation of $128,494 and $108,583, respectively)			391,108		410,509
	Power purchase agreements (net of accumulated amortization of $318,743 and $260,595, respectively)			596,201		628,161
	Other assets			9,602		6,893
		Total non-current assets		1,001,623		1,050,275
TOTAL ASSETS			$	1,113,097	$	1,158,039
LIABILITIES AND PARTNERS' EQUITY
Current liabilities:
	Current portion of notes payable - the Funding Corp.		$	28,564	$	23,818
	Accounts payable			13,959		16,689
	Due to related parties			11,517		7,430
	Other accrued expenses			12,405		8,495
		Total current liabilities		66,445		56,432
Non-current liabilities:
	Deferred credit - fuel contracts			108,274		161,039
	Notes payable - the Funding Corp.			323,650		352,214
	Energy bank and other liabilities			108,430		146,716
	Lease payable			815		878
		Total non-current liabilities		541,169		660,847
COMMITMENTS AND CONTINGENCIES
Partners' equity:
	General partners			5,035		4,376
	Limited partners			498,429		433,181
	Accumulated other comprehensive income			2,019		3,203
		Total partners' equity		505,483		440,760
TOTAL LIABILITIES AND PARTNERS' EQUITY			$	1,113,097	$	1,158,039

The accompanying notes are an integral part of these combined financial statements.

NORTHEAST ENERGY ASSOCIATES, A LIMITED PARTNERSHIP AND
NORTH JERSEY ENERGY ASSOCIATES, A LIMITED PARTNERSHIP
COMBINED STATEMENTS OF OPERATIONS
(Thousands of Dollars)

			Years Ended December 31,
			2003			2002			2001
REVENUES			$	404,716		$	390,511		$	364,398
COSTS AND EXPENSES:
	Fuel			201,860			169,958			195,648
	Operations and maintenance			15,428			13,783			16,630
	Depreciation and amortization			78,069			76,468			75,624
	General and administrative			9,083			8,951			8,219
	Gain on energy bank settlement			(11,112	)		-			-
		Total costs and expenses		293,328			269,160			296,121
OPERATING INCOME				111,388			121,351			68,277
OTHER EXPENSE (INCOME):
	Gain on restructuring of contracts			(15,198	)		(45,098	)		-
	Interest expense			47,675			51,009			53,921
	Interest income			(510	)		(659	)		(2,131	)
	Other income			(316	)		-			-
		Total other expense - net		31,651			5,252			51,790
Income before cumulative effect of a change in accounting principle				79,737			116,099			16,487
Cumulative effect of adopting FAS 133 - "Accounting for Derivative Instruments and Hedging Activities"				-			-			18,268
NET INCOME			$	79,737		$	116,099		$	34,755

The accompanying notes are an integral part of these combined financial statements.

NORTHEAST ENERGY ASSOCIATES, A LIMITED PARTNERSHIP AND
NORTH JERSEY ENERGY ASSOCIATES, A LIMITED PARTNERSHIP
COMBINED STATEMENTS OF CASH FLOWS
(Thousands of Dollars)

				Years Ended December 31,
				2003			2002			2001
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net income			$	79,737		$	116,099		$	34,755
	Adjustments to reconcile net income to net cash provided by operating activities:
			Depreciation and amortization		78,069			76,468			75,624
			Amortization of fuel contracts		(13,567	)		(20,846	)		(20,846	)
			Gain on energy bank settlement		(11,112	)		-			-
			Gain on restructuring of contracts		(15,198	)		(45,098	)		-
			Cash paid for contract restructurings		(26,188	)		(23,906	)		-
			Cumulative effect of adopting FAS 133 - "Accounting for Derivative Instruments and Hedging Activities"		-			-			(18,268	)
			FAS 133 - accumulated other comprehensive income (loss)		(1,184	)		4,283			(1,080	)
			(Increase) decrease in accounts receivable		8,688			(8,824	)		(951	)
			(Increase) decrease in due from related party		(1,621	)		141			1,005
			Increase in prepaid expenses and other assets		(104	)		(7,364	)		(2,599	)
			Increase (decrease) in accounts payable and accrued expenses		1,180			(5,001	)		22,966
			Decrease in energy bank and other liabilities		(27,174	)		(11,051	)		(9,746	)
			Increase in due to related parties		4,087			3,395			3,193
			Decrease in lease payable		(63	)		(51	)		(40	)
		Net cash provided by operating activities			75,550			78,245			84,013
CASH FLOWS FROM INVESTING ACTIVITIES:
	Capital expenditures				(753	)		(3,024	)		(1,769	)
		Net cash used in investing activities			(753	)		(3,024	)		(1,769	)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Contributions from partners				37,300			23,331			-
	Principal payments on notes				(23,818	)		(22,688	)		(20,160	)
	Distributions to partners				(75,130	)		(74,890	)		(52,586	)
		Net cash used in financing activities			(61,648	)		(74,247	)		(72,746	)
Net increase in cash and cash equivalents					13,149			974			9,498
Cash and cash equivalents at beginning of period					44,943			43,969			34,471
Cash and cash equivalents at end of period				$	58,092		$	44,943		$	43,969
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
	Cash paid for interest			$	35,264		$	37,396		$	39,300
SUPPLEMENTAL SCHEDULE OF NONCASH FINANCING ACTIVITIES:
	Assumption of liability by parent company			$	35,112		$	-		$	-

The accompanying notes are an integral part of these combined financial statements.

NORTHEAST ENERGY ASSOCIATES, A LIMITED PARTNERSHIP AND
NORTH JERSEY ENERGY ASSOCIATES, A LIMITED PARTNERSHIP
COMBINED STATEMENTS OF PARTNERS' EQUITY
Years Ended December 31, 2003, 2002 and 2001
(Thousands of Dollars)

		General Partners			Limited Partners			Accumulated Other Comprehensive Income (Loss)(a)			Partners' Equity
Balances, December 31, 2000		$	3,909		$	386,939		$	-		$	390,848
	Net income		348			34,407			-			34,755
	Distributions to partners		(526	)		(52,060	)		-			(52,586	)
	Other comprehensive loss		-			-			(1,080	)		(1,080	)
Balances, December 31, 2001			3,731			369,286			(1,080	)		371,937
	Net income		1,161			114,938			-			116,099
	Contributions from partners		233			23,098			-			23,331
	Distributions to partners		(749	)		(74,141	)		-			(74,890	)
	Other comprehensive income		-			-			4,283			4,283
Balances, December 31, 2002			4,376			433,181			3,203			440,760
	Net income		797			78,940			-			79,737
	Contributions from partners		613			60,687			-			61,300
	Distributions to partners		(751	)		(74,379	)		-			(75,130	)
	Other comprehensive loss		-			-			(1,184	)		(1,184	)
Balances, December 31, 2003		$	5,035		$	498,429		$	2,019		$	505,483

(a) Comprehensive income, which includes net income and other comprehensive income (loss), totaled $78,553, $120,382 and $33,675 in 2003, 2002 and 2001, respectively.

The accompanying notes are an integral part of these combined financial statements.

NORTHEAST ENERGY, LP (A PARTNERSHIP) AND SUBSIDIARIES
NORTHEAST ENERGY ASSOCIATES, A LIMITED PARTNERSHIP AND
NORTH JERSEY ENERGY ASSOCIATES, A LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
Years Ended December 31, 2003, 2002 and 2001

1. Nature of Business

Northeast Energy, LP (NE LP), a Delaware limited partnership, was formed on November 21, 1997 for the purpose of acquiring ownership interests in two partnerships, each of which owns an electric power generation station in the northeastern United States (Northeast Energy Associates, a limited partnership (NEA) and North Jersey Energy Associates, a limited partnership (NJEA), collectively the Partnerships). NE LP is jointly owned by subsidiaries of ESI Energy, LLC (ESI Energy) and Tractebel Power, Inc. (Tractebel Power). ESI Energy is wholly-owned by FPL Energy, LLC (FPL Energy), which is an indirect wholly-owned subsidiary of FPL Group, Inc., a company listed on the New York Stock Exchange. Tractebel Power is a direct wholly-owned subsidiary of Tractebel, Inc., which is a direct wholly-owned subsidiary of Tractebel S.A., a Belgian energy, industrial services and energy services business, and a member of the Suez group. NE LP also formed a wholly-owned subsidiary, Northeast Energy, LLC (NE  LLC) to assist in such acquisitions. NE LP had no financial activity prior to January 1, 1998.

The Partnerships were formed in 1986 to develop, construct, own, operate and manage two separate nominal 300 megawatt (mw) combined-cycle cogeneration facilities. NEA's facility is located in Bellingham, Massachusetts and NJEA's facility is located in Sayreville, New Jersey. NEA commenced commercial operation in September 1991 and NJEA commenced commercial operation in August 1991. The Partnerships operate in the independent power industry and had been granted permission by the FERC to operate as qualifying facilities (QFs) as defined in the Public Utility Regulatory Policies Act of 1978, as amended and as defined in federal regulations. In December 2003, NJEA executed an amended and restated power purchase agreement and no longer operates as a QF. NEA continues to operate as a QF. NJEA now has Electric Wholesale Generator status and market base rate authority which allows NJEA to sell power at market rates.

The partners of NE LP and the Partnerships share profits and losses and have interests in assets and liabilities and cash flows in proportion to their tax basis capital accounts. Distributions to the partners may be made only after all funding requirements of the Partnerships have been met, as described in the trust indenture relating to the debt issued by the Acquisition Corp.

2. Summary of Significant Accounting Policies

Basis of Presentation - The accompanying consolidated financial statements include the accounts of NE LP and subsidiaries. All material intercompany balances and transactions have been eliminated in consolidation. The accompanying combined financial statements include the accounts of NEA and NJEA for all periods and are combined based on common ownership. All material intercompany transactions have been eliminated in the combination. Certain amounts included in prior years' consolidated and combined financial statements have been reclassified to conform to the current year's presentation.

Impairment of Long-Lived Assets - NE LP and the Partnerships (collectively, the registrants) evaluate on an ongoing basis the recoverability of their assets and related intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable as described in FAS 144, "Accounting for the Impairment or Disposal of Long-Lived Assets."

Goodwill and Other Intangible Assets - Effective January 1, 2002, the registrants adopted FAS 142, "Goodwill and Other Intangible Assets." FAS 142 requires the carrying amount of intangible assets that do not meet the criteria for recognition apart from goodwill to be reclassified as goodwill. The registrants do not have any intangible assets that require such reclassification. FAS 142 also requires each of the registrants to reassess the useful lives and method of amortization of its intangible assets. FAS 142 did not have a material effect on the registrants' financial statements.

Accounting for Asset Retirement Obligations - Effective January 1, 2003, the registrants adopted FAS 143, "Accounting for Asset Retirement Obligations." The statement requires that a liability for the fair value of an asset retirement obligation be recognized in the period in which it is incurred with the offsetting associated asset retirement cost capitalized as part of the carrying amount of the long-lived asset. The asset retirement cost is subsequently allocated to expense using a systematic and rational method over its useful life. Changes in the asset retirement obligation resulting from the passage of time are recognized as an increase in the carrying amount of the liability and as accretion expense. The implementation of FAS 143 did not have a material effect on the registrant's financial statements.

Variable Interest Entities (VIEs) - In January 2003, the Financial Accounting Standards Board (FASB) issued FIN 46, "Consolidations of Variable Interest Entities." In December 2003, the FASB revised FIN 46, which partially delayed its effective date for public companies until the first quarter of 2004, but permitted companies to choose earlier adoption for some or all of their investments. FIN 46 requires the consolidation of entities which are determined to be VIEs when the reporting company determines that it will absorb a majority of the VIE's expected losses, receive a majority of the VIE's residual returns, or both. The company that is required to consolidate the VIE is called the primary beneficiary. Conversely, the reporting company would be required to deconsolidate VIEs which are currently consolidated when the company is not considered to be the primary beneficiary. Variable interests are contractual, ownership or other monetary interests in an entity that change with changes in the fair value of the entity's net assets exclusive of variable interests. An entity is considered to be a VIE when its capital is insufficient to permit it to finance its activities without additional subordinated financial support or its equity investors, as a group, lack the characteristics of having a controlling financial interest. Under their current structure, none of the registrants believes it will be required to consolidate any VIEs beginning in the first quarter of 2004.

Cash and Cash Equivalents - Investments purchased with an original maturity of three months or less are considered cash equivalents. Excess cash is invested in high-grade money market accounts and commercial paper and is subject to minimal credit and market risk. At December 31, 2003 and 2002, the recorded amount of cash approximates its fair value.

Accounts Receivable and Revenue - Accounts receivable primarily consist of receivables from three Massachusetts utilities and one New Jersey utility for electricity delivered and sold under six power purchase agreements. Prices are based on initial floor prices per kilowatt-hour (kwh), subject to adjustment based on actual volumes of electricity purchased, fixed escalation factors and other conditions. Revenue is recognized based on power delivered at rates stipulated in the power purchase agreements, except that revenue is deferred to the extent that stipulated rates are in excess of amounts, either scheduled or specified, in the agreements to the extent the Partnerships have an obligation to repay such excess. The amount deferred is reflected on the balance sheets in energy bank and other liabilities. Revenue from steam sales is recognized upon delivery.

Cogeneration Facilities, Carbon Dioxide Facility and Other Assets - The facilities and other assets are depreciated using the straight-line method over their estimated useful lives ranging from 5 to 34 years.

Major Maintenance - Maintenance expenses are accrued for certain identified major maintenance and repair items related to the Partnerships' facilities. The expenses are accrued ratably over each major maintenance cycle. The amounts accrued relate to maintenance costs required for the equipment to operate over its depreciable life. For the periods ended December 31, 2003, 2002 and 2001, the Partnerships recorded major maintenance expense of $4.6 million, $4.7 million and $7.3 million, respectively. At December 31, 2003 and 2002, the Partnerships had $12.4 million and $9.1 million of accrued major maintenance expense, respectively.

Inventories - Fuel inventories consist of natural gas and fuel oil and are stated at the lower of cost, determined on an average cost basis, or market. Spare parts inventories are stated at lower of cost or market and are determined by specific identification.

Power Purchase Agreements - The fair value of the power purchase agreements acquired are being amortized over the respective agreement periods, ranging from 14 to 24 years, on a straight-line basis or matched to scheduled fixed-price increases under the power purchase agreements, as applicable.

Fuel Contract - The fair value of the remaining fuel contract which was acquired is being amortized on a straight-line basis over the term of the contract.

Natural Gas Hedging Instruments - Periodic settlements on natural gas swap agreements are recognized as adjustments to fuel costs at monthly settlement dates. Purchases of natural gas under forward purchase agreements are accounted for as fuel costs at their contract price at delivery. See Note 6.

Deferred Debt Issuance Costs - Deferred debt issuance costs of NE LP are being amortized over the approximate 14-year term of the Acquisition Corp.'s note payable using the effective interest method.

Income Taxes - Partnerships are not taxable entities for federal and state income tax purposes. As such, no provision has been made for income taxes since such taxes, if any, are the responsibilities of the individual partners.

Contract Restructurings - Due to the lack of specific accounting guidance, when a contract is restructured, NE LP and the Partnerships analogize to EITF 96-19, "Debtor's Accounting for a Modification or Exchange of Debt Instruments" and EITF 01-07, "Creditor's Accounting for a Modification or Exchange of Debt Instruments" to account for the transactions. If a contract is to be accounted for as a termination, the remaining net book value of the asset or liability is removed from the balance sheet, the cash that is exchanged between the parties is recognized as either income or expense, the fair value of the new contract is recorded on the balance sheet and a gain or loss is recognized on the statement of operations. If a contract is to be accounted for as a modification, cash that is exchanged between the parties is added or subtracted to the basis of the asset or liability.

Accounting for Derivative Instruments and Hedging Activities - Effective January 1, 2001, NE LP and the Partnerships adopted FAS 133, "Accounting for Derivative Instruments and Hedging Activities," as amended by FAS 137 and 138 (collectively, FAS 133). As a result, beginning in January 2001, derivative instruments are recorded on NE LP's and the Partnerships' balance sheets as either an asset or liability (in prepaid expenses and other current assets and other accrued expenses) measured at fair value. NE LP and the Partnerships use derivative instruments (primarily swaps and options) to manage the commodity price risk inherent in power and fuel purchases.

For NE LP and the Partnerships, changes in the derivatives' fair values are recognized currently in earnings (in fuel costs) unless hedge accounting is applied. While substantially all of NE LP's and the Partnerships' derivative transactions are entered into for the purposes described above, hedge accounting is only applied where specific criteria are met and it is practicable to do so. In order to apply hedge accounting, the transaction must be designated as a hedge and it must be highly effective. The hedging instrument's effectiveness is assessed utilizing regression analysis at the inception of the hedge and on at least a quarterly basis throughout its life. Hedges are considered highly effective when a correlation coefficient of .8 or higher is achieved. All of the transactions that NE LP and the Partnerships have designated as hedges are cash flow hedges. The effective portion of the gain or loss on a derivative instrument designated as a cash flow hedge is reported as a component of oth er comprehensive income and is reclassified into net income in the period(s) during which the transaction being hedged affects earnings. The ineffective portion of these hedges flows through earnings in the current period. Settlement gains and losses are passed through fuel expense.

In January 2001, NE LP and the Partnerships recorded an unrealized $18.3 million gain as the cumulative effect of adopting FAS 133, representing the effect of those derivative instruments for which hedge accounting was not applied. For those contracts where hedge accounting was applied, the adoption of the new rules resulted in a credit of approximately $4.3 million to other comprehensive income for NE LP and the Partnerships.

Effective July 1, 2003, NE LP and the Partnerships adopted FAS 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities" (FAS 149). The statement amends and clarifies financial accounting and reporting for derivative instruments, including derivative instruments embedded in other contracts, and for hedging activities. There was no financial statement impact upon adoption of FAS 149. However, the statement could have a significant future impact on the number of contracts that will be marked to market through earnings.

Effective October 1, 2003, NE LP and the Partnerships adopted Emerging Issues Task Force (EITF) Issue No. 03-11 (EITF 03-11), which provides guidance on whether to report realized gains or losses on physically settled derivative contracts not held for trading purposes on a gross or net basis and requires realized gains or losses on derivative contracts that do not settle physically to be reported on a net basis. The guidance in EITF 03-11 was applied to all periods presented and was applied using a revised definition of "physical delivery." Based on changes made by FAS 149, NE LP and the Partnerships believe that where offsetting positions exist at the same location for the same time, the transactions are considered to have been netted and therefore, under these new rules, physical delivery has not occurred. Previously, NE LP and the Partnerships generally reported contracts requiring physical delivery of a commodity on a gross basis, even when an offsetting position e xisted. Under EITF 03-11 revenue was reduced by $4.0 million for the year ended December 31, 2003. There was no change to revenue in 2002 and 2001. Fuel cost was increased (decreased) by $3.9 million, $(7.3) million and $21.6 million for the years ended December 31, 2003, 2002 and 2001, respectively. These amounts were reclassified from change in fair value of derivatives on the Consolidated and Combined Statements of Operations. Therefore, there was no change to net income in 2003, 2002 and 2001. Neither NE LP or the Partnerships had a significant change as a result of adopting EITF 03-11.

Effective October 1, 2003, NE LP and the Partnerships also adopted the U.S. Securities and Exchange Commission (SEC) staff guidance requiring the realized and unrealized effects of derivative instruments not accounted for as hedges to be reported within the same caption on the statements of operations. NE LP and the Partnerships had no significant change as a result of adopting the SEC staff guidance.

Accumulated other comprehensive income (loss) is separately displayed in NE LP's and the Partnerships' balance sheets. Included in NE LP's and the Partnerships' accumulated other comprehensive income at December 31, 2003 is approximately $1.2 million of net unrealized gains associated with cash flow hedges of forecasted fuel purchases through December 2004, all of which is expected to be reclassified into net income within the next twelve months. Accumulated other comprehensive income of NE LP and the Partnerships of approximately a $16.4 million gain was reclassified into net income for the twelve months ended December 31, 2003. Within other comprehensive income, approximately $15.2 million represents the effective portion of the net gain on cash flow hedges during the twelve months ended December 31, 2003.

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 $(1.2) million, and $4.3 million for the years ended December 31, 2003 and 2002, respectively.

	Comprehensive Income Twelve Months Ended December 31,
	2003		2002		2001
	(Thousands of Dollars)
NE LP	$	60,707	$	102,422	$	15,623
The Partnerships	$	78,553	$	120,382	$	33,675

Use of Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

3. Cogeneration Facilities, Power Purchase Agreements and Carbon Dioxide Facility

Power Purchase Agreements - In 1986, NEA entered into three power purchase agreements with three Massachusetts utilities, and in 1988, NEA entered into two power purchase agreements with two Massachusetts utilities. Under the five power purchase agreements, NEA agreed to sell approximately 290 mw per year at initial floor prices per kwh subject to adjustment based on actual volumes purchased, fixed escalation factors and other conditions. Performance under certain of these agreements is secured by a second mortgage on the NEA facility. In 1987, NJEA entered into an agreement with a New Jersey utility to sell approximately 250 mw per year at an initial fixed price per kwh subject to adjustments, as defined in the agreement. These power purchase agreements have initial terms with expiration dates ranging from 2011 to 2021. The majority of the Partnerships' power sales to utilities are generated through these agreements. As such, the Partnerships are directly affected by changes in the power generation industry. Substantially all of the Partnerships' accounts receivable are with these utilities. The Partnerships do not require collateral or other security to support these receivables. However, management does not believe significant credit risk exists at December 31, 2003.

In February 2003, NJEA entered into an agreement to modify the gas index used for calculating the energy price in the power purchase agreement with a New Jersey utility. This modification was effective as of August 14, 2002 with the rate being adjusted annually on August 14th of each year. Since August 14, 2002, the New Jersey utility had been paying for power under the rate that was in effect prior to the modification and in March 2003 the New Jersey utility paid $9.2 million to NJEA representing the additional amount owed to NJEA using the agreed upon index. Payments for power delivered beginning February 1, 2003 through the end of the term of the power purchase agreement were made using the agreed upon index. In November 2003, this agreement was approved by the state regulatory authority. However, this agreement was terminated when the amended and restated power purchase agreement mentioned below became effective in December 2003.

In December 2003, NJEA's agreement with the New Jersey utility to amend and restate the power purchase agreement became effective. The agreement provides for, among other things, the ability to deliver electricity to the utility from sources other than NJEA's facility at NJEA's discretion. In connection with this restructuring, NJEA amended its remaining long-term gas supply agreement and terminated the long-term gas supply agreements with TEMI and PMI in January 2004. Under the terms of the amended long-term gas supply agreement, the supplier will provide all of the fuel required to run the facility when it is operating. NJEA also entered into two off-peak power purchase contracts with PMI and TEMI which were effective in January 2004. Under the terms of these contracts PMI and TEMI will sell power to NJEA to be sold by NJEA to the New Jersey utility.

For the years ended December 31, 2003, 2002 and 2001, power sale revenues from two different utilities accounted for approximately 40% and 46%, 39% and 49%, and 41% and 46%, respectively, of NE LP's and the Partnerships' total consolidated and combined revenues excluding energy bank revenues.

Both Massachusetts and New Jersey have enacted legislation designed to deregulate the production and sale of electricity. While NE LP and the Partnerships do not expect electric utility industry restructuring to result in any material adverse change to prices under the Partnerships' power purchase agreements, the impact of electric utility industry restructuring on the companies that purchase power from the Partnerships is uncertain.

Energy Bank Balances - Two of the power purchase agreements continue to have energy banks and 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 remaining energy bank balance is partially secured by a letter of credit (see Note 7 - Energy Bank and Loan Collateral).

In December 2000, NEA exercised its option to receive a reduced energy payment for the period remaining on one of the power purchase agreements (PPA) 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 PPA. The power purchaser (Power Purchaser) disputed this position. The Power Purchaser contended that the energy bank balance was being adjusted monthly and could require a significant payment by NEA upon termination. On October 31, 2002, the Power Purchaser filed a demand for arbitration with the American Arbitration Association in thi s matter.

On March 31, 2003, the energy bank was terminated resulting in an $11.1 million gain for NEA. In connection with the termination, 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 another company (Agent), acting on its behalf and on behalf of the Power Purchaser. The registrants understand that the Agent acts as agent and representative of the Power Purchaser with respect to the PPA. Under the terms of the settlement, the arbitration was irrevocably dismissed and the related claims released, any energy bank obligations under the PPA were terminated, the energy bank balance of $22.2 million was eliminated, and NE LP paid approximately $11.1 million plus interest to the Agent in June 2003.

As a condition to this settlement, the Agent entered into an agreement (PMI Agreement) with PMI. Under the terms of the PMI Agreement, until termination of the PPA, PMI is to purchase power from the Agent under the same terms as the Agent purchases power under the PPA, as the Power Purchaser's agent and representative. Also, under the PMI Agreement the parties agreed to seek approvals and satisfy conditions for NEA to terminate the PPA on or before December 31, 2003. Those approvals and conditions included approvals under the indentures relating to the Funding Corp. and Acquisition Corp. secured notes and bonds. The parties have been unable to satisfy the conditions and will continue to operate under the existing terms of the PPA.

Steam Sales Agreements and Carbon Dioxide Facility - In order for the Partnerships' facilities to maintain qualifying facility status, the facilities are required to generate five percent of the thermal energy produced for sale to unrelated third parties. In 1990, NEA entered into an amended and restated steam sales agreement with a processor and seller of carbon dioxide. The amended and restated NEA steam sales agreement extended for the same term as the carbon dioxide facility's lease, with automatic extension for any renewal period under that lease. Pursuant to the steam sales agreement, NEA sold a portion of the steam generated by the NEA facility at a price that fluctuated based on changes in the price of a specified grade of fuel oil. In conjunction with this contract, NEA constructed the carbon dioxide facility and, in 1989, entered into a 16-year agreement to lease the facility to the steam user. Base rent under the lease was $0.1 million per month, adjusted by the operating results of the facili ty as outlined in the lease agreement. Additionally, NEA paid the steam user $0.1 million annually for administrative services related to the operation of the carbon dioxide facility.

In October 2002, NEA terminated all agreements with the steam sales user and lessee and entered into a new operating lease and ancillary agreements with a new lessee effective January 1, 2003 through September 14, 2016. Under the terms of the operating lease agreement, the lessee will operate and maintain NEA's carbon dioxide facility. Base rent under the lease is $0.1 million per month during the winter months as defined in the agreement and $0.2 million per month during the summer months as defined in the agreement. NEA is selling a portion of the steam at a minimum charge of $0.1 million during the winter months (as defined) and $0.2 million during the summer months (as defined). Both the base rent and base steam cost are adjusted every month by the operating results of the facility as defined in the agreement.

In 1989, NJEA entered into a 20-year steam sales agreement with a steam user adjacent to the NJEA facility. Under this agreement, NJEA sold a quantity of steam at a floor price that can increase based on changes in prices of coal. This agreement automatically renews for two consecutive five-year terms unless either party gives notice not to renew two years before the expiration of each of the prior terms.

In December 2003, in conjunction with the amended and restated power purchase agreement mentioned above, NJEA amended the steam sales agreement. Under the terms of the amendment NJEA is to pay a monthly fee of up to $0.4 million to the steam supplier when NJEA decides that it is not economically beneficial to operate the facility and therefore cannot sell steam to the steam supplier. NJEA no longer operates as a QF.

Fuel Supply, Transportation and Storage Agreements - Natural gas is provided to the NEA and NJEA facilities primarily under long-term contracts for supply, transportation and storage. The remaining fuel requirements are provided under short-term spot arrangements. The long-term natural gas supply is provided under contracts with ProGas, PSE&G, PMI and TEMI. Various pipeline companies provide transportation of the natural gas. Gas storage agreements provide contractual arrangements for the storage of limited volumes of natural gas with third parties for future delivery to the Partnerships.

The ProGas contract commenced in 1991, and the initial 15-year term was subsequently extended an additional seven years. The maximum total volume of gas to be delivered under the ProGas contracts was approximately 48,800 of MMBtu per day for NEA. The contract price, including transportation, of the ProGas supply delivered to the import point is determined with reference to a base price in 1990 and re-determined annually thereafter based on specified inflation indices. The PSE&G contract commenced in 1991 and provided for the sale and delivery to NJEA of up to 25,000 MMBtu per day of gas for a term of 20 years. The contract price of the PSE&G gas is established monthly using a contractually specified mechanism.

In March 2003, NEA bifurcated a fuel supply contract with one of its suppliers who provided approximately 75% of NEA's daily fuel requirements to manage the variable and fixed price volumes separately. In July 2003, NEA entered into two agreements with this supplier to terminate the variable price agreement that provided for the purchase of 13,399 MMBtu/day (Termination Agreement) and to partially terminate the fixed price agreement that provided for the purchase of 35,418 MMBtu/day (Partial Termination Agreement). These agreements were executed to hedge the Partnerships' exposure to natural gas prices in anticipation of other contract restructurings.

On August 31, 2003, the Termination Agreement became effective resulting in removal of a $39.2 million liability representing the unamortized deferred credit as of the termination date and a $15.2 million gain for NEA. In conjunction with this termination, NEA was to pay a termination fee of $24.0 million, of which $12.0 million was paid by the NE LP partners and recorded by NE LP as a capital contribution. Promissory notes were issued by the NE LP partners for the remaining $12.0 million. The notes bore interest at a rate of 6% per annum and were paid in full in January 2004.

NEA entered into two replacement long-term gas supply agreements with PMI and TEMI which became effective September 1, 2003. These two contracts provide NEA with the same combined quantity of natural gas and with pricing that is expected to be more favorable over the term of the agreements. Affiliates of PMI and TEMI have guaranteed certain of their respective obligations under the long-term gas supply agreements.

In connection with the amended and restated power purchase agreement mentioned above, in December 2003, NJEA amended its long-term gas supply agreement with PSE&G. Under the terms of the amended agreement, PSE&G will provide all of the fuel required to operate the facility when NJEA decides it is economically beneficial to do so. NJEA is required to pay a monthly fee of $0.2 million to PSE&G regardless of whether fuel is purchased during the month.

In 2002, the Partnerships restructured certain contracts. In conjunction with these restructurings NE LP paid fees of approximately $23.9 million of which $23.3 million was funded through capital contributions by its partners. A gain of approximately $45.1 million was recognized as a result of these restructuring activities.

During 2002, NJEA entered into two new long-term gas supply agreements with PMI and TEMI which became effective January 1, 2003. These new agreements provided the partnership with the same combined quantity of natural gas and with pricing that is more favorable to the partnership than the agreement previously in effect. Before restructuring, the prior agreement provided the partnership with approximately 37% of its fuel requirements, and approximately 18% of the total fuel requirements of the Partnerships. Affiliates of PMI and TEMI have guaranteed certain of their respective obligations under the new long-term gas supply agreements. In December 2003, these agreements were terminated in conjunction with the amended and restated power purchase agreement mentioned above.

All of the Partnerships' long-term contractual arrangements call for monthly demand charge payments. These demand charge payments reserve certain pipeline transportation capacity and are made regardless of the Partnerships' specified fuel requirements in any month and regardless of whether the Partnerships utilize the capacity reserved. These demand charges totaled approximately $36 million, $45 million and $46 million for the years ended December 31, 2003, 2002 and 2001, respectively. Total payments under such contracts were approximately $166.9 million, $163.9 million and $156.3 million in 2003, 2002 and 2001, respectively, inclusive of demand charges. Total charges under the contract with PSE&G, including transportation costs, during 2003, 2002 and 2001, were approximately $49.9 million, $31.2 million and $41.6 million, respectively. NEA's facility also has the capability to burn No. 2 fuel oil which is stored on site for contingency supply.

4. Loans Payable

Funding Corp. - The proceeds from the Funding Corp.'s secured notes (Funding Corp. Securities) were used to make loans to the Partnerships and notes of the Partnerships were issued to the Funding Corp. in an aggregate principal amount equal to the Funding Corp. Securities. The Funding Corp., and, thus, the Partnerships, have borrowings outstanding as follows:

	December 31,
	2003		2002
	(in thousands)
9.32% Senior Secured Bonds Due 2007	$	180,574	$	204,392
9.77% Senior Secured Bonds Due 2010		171,640		171,640
Total long-term debt		352,214		376,032
Less current maturities		28,564		23,818
Long-term debt, excluding current maturities	$	323,650	$	352,214

Interest on the Funding Corp. Securities is payable semiannually on each June 30 and December 30. Principal repayments are made semi-annually in amounts stipulated in the trust indenture. Future principal payments (in thousands) are as follows:

Year ending December 31:
2004	$	28,564
2005		45,349
2006		52,641
2007		54,020
2008		51,801
Thereafter		119,839
Total	$	352,214

The Funding Corp. Securities are not subject to optional redemption but are subject to mandatory redemption in certain limited circumstances involving the occurrence of an event of loss, as defined in the trust indenture, for which the Partnerships fail to or are unable to restore a facility.

The Funding Corp. Securities are unconditionally guaranteed, jointly and severally, by the Partnerships and are secured by a lien on, and a security interest in, substantially all of the assets of the Partnerships. The Partnerships are jointly and severally required to make scheduled payments to Funding Corp. on the notes on dates and in amounts identical to the scheduled payments of principal and interest on the Funding Corp. Securities. The Funding Corp. Securities, the guarantees thereon provided by the Partnerships and the Partnerships' notes are nonrecourse to the partners and are payable solely from the collateral pledged as security.

The trust indenture governing the Funding Corp. Securities contains certain restrictions on certain activities of the Partnerships, including incurring additional indebtedness or liens, distributions to the partners, the cancellation of power sale and fuel supply agreements, the use of proceeds from the issuance of the Funding Corp. Securities and the execution of mergers, consolidations and sales of assets.

Acquisition Corp. - During 1998, the Acquisition Corp. issued $220 million of Secured Bonds Due 2011 (Acquisition Corp. Securities) for the purpose of reimbursing certain partners of NE LP for a portion of the $545 million in equity contributions used to acquire the Partnerships. The proceeds from the Acquisition Corp. Securities were loaned to NE LP and evidenced by a promissory note. Interest on the Acquisition Corp. Securities is payable semi-annually on each June 30 and December 30. Principal repayments are made semi-annually in amounts stipulated in the trust indenture.

The Acquisition Corp. Securities are subject to optional redemption after June 30, 2008 at the redemption prices set forth in the trust indenture and are subject to extraordinary mandatory redemption at a redemption price of 100% of the principal amount thereof in certain limited circumstances as defined in the trust indenture.

The Acquisition Corp. Securities are unconditionally guaranteed by NE LP and are payable solely from payments to be made by NE LP under the promissory note. NE LP's obligations to make payments under the promissory note are nonrecourse to the direct and indirect owners of NE LP. Payments with respect to the NE LP promissory note and, therefore, in respect of the Acquisition Corp. Securities are effectively subordinated to payment of all indebtedness and other liabilities and commitments of the Partnerships, including the guarantee by the Partnerships of their indebtedness. Repayment of the Acquisition Corp. Securities is guaranteed by all interests in the Partnerships. The Acquisition Corp. Securities rank senior to all subordinated indebtedness and rank evenly with all senior indebtedness that the Acquisition Corp. incurs in the future.

In December 2003, NE LP issued a $26.2 million note to an affiliate of NE LP to fund the payment to the New Jersey utility in accordance with the amended and restated power purchase agreement. The loan has an interest rate of 8.46% and is due in June 2011 with principal and interest payments due semi-annually beginning in June 2004.

Future principal payments (in thousands) by NE LP under these loans are as follows:

	Acquisition Corp. Securities		Note to Affiliate		Total
Year ending December 31:
2004	$	8,800	$	2,605	$	11,405
2005		8,800		2,869		11,669
2006		13,200		3,112		16,312
2007		22,000		3,375		25,375
2008		22,000		3,661		25,661
Thereafter		127,600		10,566		138,166
Total	$	202,400	$	26,188	$	228,588

5. Related Party Information

Administrative Services Agreement - NE LP and an entity related to FPL Energy have entered into an administrative services agreement that provides for management and administrative services to the Partnerships. The agreement, which expires in 2018, provides for fees of a minimum of $0.6 million per year, subject to certain adjustments, and reimbursement of costs and expenses of performing services. For the periods ended December 31, 2003, 2002 and 2001, the Partnerships incurred $0.6 million, $0.6 million and $0.7 million, respectively, in fees and reimbursed expenses under the agreement.

O&M Agreements - NE LP and an entity related to FPL Energy have entered into O&M agreements that provide for the operations and maintenance of the Partnerships. The agreements expire in 2016, subject to extension by mutual agreement of the parties before six months preceding expiration. The agreements provide for fees of a minimum of $0.8 million per year, subject to certain adjustments, for each Partnership and reimbursement of costs and expenses of performing services. For the periods ended December 31, 2003, 2002 and 2001, the Partnerships incurred $1.6 million, $1.6 million and $1.7 million, respectively, in fees and reimbursed expenses under the agreements. See Note 7 - O&M of the Cogeneration Facilities.

Fuel Management Agreements - NE LP has entered into a fuel management agreement with an entity related to FPL Energy that provides for the management of all natural gas and fuel oil, transportation and storage agreements, and the location and purchase of any additional required natural gas or fuel oil for the Partnerships. The agreements, which expire in 2023, provide for fees of a minimum of $0.5 million per year, subject to certain adjustments, for each Partnership and reimbursement of costs and expenses of performing services. For the periods ended December 31, 2003, 2002 and 2001, the Partnerships incurred $1.0 million, $0.9 million and $1.0 million, respectively, in fees and reimbursed expenses under the agreements.

Power Sales - From time to time, FPL Energy's power marketing subsidiary will purchase excess power produced by the Partnerships and resell the power to the marketplace. These purchases totaled $7.7 million, $3.3 million and $3.4 million in 2003, 2002 and 2001, respectively.

Fuel Contracts - As discussed in Note 3, in 2003 and 2002 NE LP entered into long-term gas supply agreements with an entity related to FPL Energy and an entity related to Tractebel, respectively. These agreements became effective in 2003 and will provide the Partnerships with the same combined quantity of natural gas that was being received under the agreements previously in effect.

The Partnerships pay a management fee to NE LP in an amount equal to the fees under the administrative services, O&M and fuel management agreements mentioned above.

Accrued expenses under the administrative services, O&M and fuel management agreements were $0.5 million and $0.9 million at December 31, 2003 and 2002, respectively.

6. Financial Instruments

The Partnerships have made use of derivative financial instruments to hedge their exposure to fluctuations in both interest rates and the price of natural gas.

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 manage 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 manage 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 purchase call options to establish a maximum price for natural gas, and written call and put options were executed to offset the cost of the purchase call options. The contract amount of these agreements was 0.9 million MMBtu, 0.9 million MMBtu and 3.7 million MMBtu at December 31, 2003, 2002 and 2001, respectively. In order to manage the fixed price exposure of natural gas prices in 2003, the Partnerships entered into a costless collar in the fall of 2002 for 30,000 MMBtu with a floor of $3.60 per MMBtu and a ceiling at a corresponding price. The net gain reflected as a reduction in fuel costs resulting from the gas swap agreements and options was $16.4 million, $5.4 million and $7.0 million for the years ended December 31, 2003, 2002 and 2001, respectively.

The following estimates of the fair value of financial instruments have been made using available market information and other valuation methodologies. However, the use of different market assumptions or methods of valuation could result in different estimated fair values.

		December 31,
		2003					2002
		Carrying Amount		Estimated Fair Value			Carrying Amount		Estimated Fair Value
		(Thousands of Dollars)
Long-term debt of Partnerships/Funding Corp.(a)		$	352,214	$	361,064	(b)	$	376,032	$	357,558	(b)
Long-term debt of NE LP/Acquisition Corp.(a)		$	228,588	$	210,372	(b)	$	211,200	$	190,080	(b)
(a)	Includes current maturities.
(b)	Based on the bid price of the bonds at December 31, 2003 and 2002 and the book value of the affiliate note at December 31, 2003.

7. Commitments and Contingencies

Energy Bank and Loan Collateral - On December 31, 2003, the NEA energy bank letter of credit was renewed in a face amount of $54 million. The $54 million letter of credit expires on December 31, 2004 and can be drawn upon in multiple drawings in favor of the power purchaser in the event that a certain power purchase agreement has terminated at the time when there is a positive energy bank balance existing. The NEA power purchase agreements are also secured by a second mortgage on the NEA cogeneration facilities. In addition, on July 1, 2001, a letter of credit for loan collateral was renewed with a face amount of $23.6 million. The current amount of this letter of credit is $23.8 million and expires on December 31, 2004 and can be drawn upon in multiple drawings in the event that insufficient funds are available in the Partnership trust accounts to pay bond interest and principal.

A guaranty was made by a subsidiary of FPL Group in favor of the trustee under the indenture relating to the Acquisition Corp. Securities. The guarantor unconditionally and irrevocably guarantees the payment of an amount equal to 50% of the debt service reserve requirement with respect to the Acquisition Corp. Securities. The guaranty expired on December 31, 2003. However, it was automatically extended for a one-year period and will be automatically extended for successive one-year periods unless the guarantor gives notice that it will not renew. Pursuant to a reimbursement agreement, NE LP has agreed to repay any amounts paid under such guaranty.

O&M of the Cogeneration Facilities - An entity related to FPL Energy provides O&M services for the Partnerships. The Partnerships incurred $15.4 million, $13.8 million and $16.6 million for O&M expense for the year ended December 31, 2003, 2002 and 2001, respectively, of which $3.9 million, $3.4 million and $3.8 million, respectively, represented salaries paid to the O&M provider.

Operating Lease - NEA entered into a 26-year operating lease in 1986 for a parcel of land. The lease may be extended for another 25 years at the option of NEA. Lease payments (in thousands) under this non-cancelable operating lease are as follows:

Year ending December 31:
2004	$	261
2005		273
2006		285
2007		297
2008		309
Thereafter		1,086
Total	$	2,511

Lease expense under this agreement is recognized on a straight line levelized basis of approximately $0.2 million annually over the lease term.

8. Subsequent Event

In January 2004, a Partial Termination Agreement between NEA and one of its fuel suppliers became effective which resulted in removal of a $108.1 million liability representing the unamortized deferred credit as of the termination date, the addition of a $2.0 million asset representing the value of the remaining contract, and a $115.1 million gain. In conjunction with this partial termination, the fuel supplier paid the partnership $5.0 million and the partners of NE LP paid $12.0 million plus interest to the fuel supplier in satisfaction of the loans outstanding related to the Termination Agreement which became effective in August 2003. NEA entered into two additional replacement long-term gas supply agreements with PMI and TEMI which became effective in January 2004 and provide the partnership with natural gas at market prices.

9. Quarterly Data (Unaudited)

Condensed consolidated quarterly financial information for 2003 and 2002 is as follows:

		March 31 (a)				June 30 (a)			September 30 (a)				December 31 (a)
		(Thousands of Dollars)
NE LP:
2003
Operating revenues			$	108,221			$	99,297		$	101,824			$	94,937
Operating income			$	41,853	(b)		$	26,394		$	28,270			$	14,434
Net income			$	22,940	(b)		$	9,336		$	27,241	(c)		$	2,374
2002
Operating revenues			$	102,397			$	90,547		$	104,715			$	92,852
Operating income			$	29,378			$	24,910		$	35,604			$	31,459
Net income			$	15,341			$	7,656		$	18,697			$	56,445	(c)
The Partnerships:
2003
Operating revenues			$	108,221			$	99,536		$	101,930			$	95,029
Operating income			$	41,853	(b)		$	26,637		$	28,376			$	14,522
Net income			$	27,310	(b)		$	14,010		$	31,631	(c)		$	6,786
2002
Operating revenues			$	102,397			$	90,547		$	104,715			$	92,852
Operating income			$	29,378			$	24,910		$	35,604			$	31,459
Net income			$	19,889			$	12,166		$	23,156			$	60,888	(c)
(a)	In the opinion of NE LP and the Partnerships, all adjustments, which consist of normal recurring accruals necessary to present a fair statement of the amounts shown for such periods have been made. Results of operations for an interim period may not give a true indication of results for the year.
(b)	Includes gain on energy bank settlement.
(c)	Includes gain on restructuring of contracts.

INDEPENDENT AUDITORS' REPORT

ESI TRACTEBEL FUNDING CORP.:

We have audited the accompanying balance sheets of ESI Tractebel Funding Corp. (the "Company") as of December 31, 2003 and 2002, and the related statements of operations and cash flows for each of the three years in the period ended December 31, 2003. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material respects, the financial position of ESI Tractebel Funding Corp. as of December 31, 2003 and 2002, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2003, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP
Certified Public Accountants

West Palm Beach, Florida
March 23, 2004

ESI TRACTEBEL FUNDING CORP.
BALANCE SHEETS
(Thousands of Dollars)

			December 31,
			2003		2002
ASSETS
Current assets:
	Cash		$	1	$	1
	Current portion of notes receivable from the Partnerships			28,564		23,818
		Total current assets		28,565		23,819
Notes receivable from the Partnerships				323,650		352,214
TOTAL ASSETS			$	352,215	$	376,033
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
	Current portion of debt securities payable		$	28,564	$	23,818
Debt securities payable				323,650		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			$	352,215	$	376,033

The accompanying notes are an integral part of these financial statements.

ESI TRACTEBEL FUNDING CORP.
STATEMENTS OF OPERATIONS
(Thousands of Dollars)

	Years Ended December 31,
	2003			2002			2001
Interest income	$	35,264		$	37,396		$	39,300
Interest expense		(35,264	)		(37,396	)		(39,300	)
NET INCOME	$	-		$	-		$	-

The accompanying notes are an integral part of these financial statements.

ESI TRACTEBEL FUNDING CORP.
STATEMENTS OF CASH FLOWS
(Thousands of Dollars)

				Years Ended December 31,
				2003			2002			2001
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net income			$	-		$	-		$	-
	Adjustments to reconcile net income to net cash provided by operating activities:
			Other - net		-			-			-
		Net cash provided by operating activities			-			-			-
CASH FLOWS FROM INVESTING ACTIVITIES:
	Principal payments received from the Partnerships				23,818			22,688			20,160
		Net cash provided by investing activities			23,818			22,688			20,160
CASH FLOWS FROM FINANCING ACTIVITIES:
	Principal payments on debt				(23,818	)		(22,688	)		(20,160	)
		Net cash used in financing activities			(23,818	)		(22,688	)		(20,160	)
Net change in cash					-			-			-
Cash at beginning of period					1			1			1
Cash at end of period				$	1		$	1		$	1
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
	Cash paid for interest			$	35,264		$	37,396		$	39,300

The accompanying notes are an integral part of these financial statements.

ESI TRACTEBEL FUNDING CORP.
NOTES TO FINANCIAL STATEMENTS
Years Ended December 31, 2003, 2002and 2001

1. Nature of Business

ESI Tractebel Funding Corp. (Funding Corp.) is a Delaware corporation established in 1994 as a special purpose funding corporation for the purpose of issuing the securities described in Note 3. The Funding Corp. acts as the agent of Northeast Energy Associates, a limited partnership, and North Jersey Energy Associates, a limited partnership (combined, the Partnerships) with respect to the securities and holds itself out as the agent of the Partnerships in all dealings with third parties relating to the securities. The Partnerships, owners of electric power generation stations in the northeastern United States, are owned indirectly by subsidiaries of ESI Energy, LLC (ESI Energy) and Tractebel Power, Inc. (Tractebel Power) and, thus, are related parties to the Funding Corp.

2. Summary of Significant Accounting Policies

Use of Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Variable Interest Entities (VIEs) - In January 2003, the Financial Accounting Standards Board (FASB) issued FIN 46, "Consolidations of Variable Interest Entities." In December 2003, the FASB revised FIN 46, which partially delayed its effective date for public companies until the first quarter of 2004, but permitted companies to choose earlier adoption for some or all of their investments. FIN 46 requires the consolidation of entities which are determined to be VIEs when the reporting company determines that it will absorb a majority of the VIE's expected losses, receive a majority of the VIE's residual returns, or both. The company that is required to consolidate the VIE is called the primary beneficiary. Conversely, the reporting company would be required to deconsolidate VIEs which are currently consolidated when the company is not considered to be the primary beneficiary. Variable interests are contractual, ownership or other monetary interests in an entity that change with changes in the fair value of the entity's net assets exclusive of variable interests. An entity is considered to be a VIE when its capital is insufficient to permit it to finance its activities without additional subordinated financial support or its equity investors, as a group, lack the characteristics of having a controlling financial interest. Under their current structure, the Funding Corp. does not believe it will be required to consolidate any VIEs beginning in the first quarter of 2004.

3. The Securities

The Funding Corp. previously issued secured notes (Securities), the proceeds from which were used to make loans to the Partnerships and notes of the Partnerships were issued to the Funding Corp. in an aggregate principal amount equal to the Funding Corp. Securities. Borrowings outstanding are as follows:

	December 31,
	2003		2002
	(in thousands)
9.32% Senior Secured Bonds Due 2007	$	180,574	$	204,392
9.77% Senior Secured Bonds Due 2010		171,640		171,640
Total long-term debt		352,214		376,032
Less current maturities		28,564		23,818
Long-term debt, excluding current maturities	$	323,650	$	352,214

Interest on the Securities is payable semiannually on each June 30 and December 30. Principal repayments are made semiannually in amounts stipulated in the trust indenture. Future principal payments (in thousands) are as follows:

Year ending December 31:
2004	$	28,564
2005		45,349
2006		52,641
2007		54,020
2008		51,801
Thereafter		119,839
Total	$	352,214

The Securities are not subject to optional redemption but are subject to mandatory redemption in certain limited circumstances involving the occurrence of an event of loss, as defined in the trust indenture, for which the Partnerships fail to or are unable to restore a facility.

The Securities are unconditionally guaranteed, jointly and severally, by the Partnerships and are secured by a lien on, and a security interest in, substantially all of the assets of the Partnerships. The Partnerships are jointly and severally required to make scheduled payments to Funding Corp. on the notes on dates and in amounts identical to the scheduled payments of principal and interest on the Securities. The Securities, the guarantees thereon provided by the Partnerships and the Partnerships' notes are nonrecourse to the partners and are payable solely from the collateral pledged as security.

The trust indenture governing the Securities contains certain restrictions on certain activities of the Partnerships, including the incurrence of additional indebtedness or liens, distributions to the partners, the cancellation of power sale and fuel supply agreements, the use of proceeds from the issuance of the Securities and the execution of mergers, consolidations and sales of assets.

4. Financial Instruments

The estimated fair value of each of the Securities and the notes receivable from the Partnerships at December 31, 2003 and 2002 was $361 million and $358 million, respectively. The estimate of the fair value has been made using available market information and other valuation methodologies. However, the use of different market assumptions or methods of valuation could result in different estimated fair values.

5. Quarterly Data (Unaudited)

Condensed consolidated quarterly financial information for 2003 and 2002 is as follows:

		March 31 (a)			June 30 (a)			September 30 (a)			December 31 (a)
		(Thousands of Dollars)
2003
Operating revenues			$	-		$	-		$	-		$	-
Operating income			$	-		$	-		$	-		$	-
Net income			$	-		$	-		$	-		$	-
2002
Operating revenues			$	-		$	-		$	-		$	-
Operating income			$	-		$	-		$	-		$	-
Net income			$	-		$	-		$	-		$	-
(a)	In the opinion of Funding Corp., all adjustments, which consist of only normal recurring accruals necessary to present a fair statement of the amounts shown for such period have been made. Results of operations for an interim period may not give a true indication of results for the year.

INDEPENDENT AUDITORS' REPORT

ESI TRACTEBEL ACQUISITION CORP.:

We have audited the accompanying balance sheets of ESI Tractebel Acquisition Corp. (the "Company") as of December 31, 2003 and 2002, and the related statements of operations, stockholders' equity, and cash flows for each of the three years in the period ended December 31, 2003. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material respects, the financial position of ESI Tractebel Acquisition Corp. as of December 31, 2003 and 2002, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2003, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP
Certified Public Accountants

West Palm Beach, Florida
March 23, 2004

ESI TRACTEBEL ACQUISITION CORP.
BALANCE SHEETS
(Thousands of Dollars)

		December 31,
		2003		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		193,600		202,400
Total non-current assets			193,752		202,552
TOTAL ASSETS		$	202,552	$	211,352
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
	Income taxes payable	$	27	$	23
	Current portion of debt securities payable		8,800		8,800
Total current liabilities			8,827		8,823
Non-current liabilities:
	Debt securities payable		193,600		202,400
	Other		72		85
Total non-current liabilities			193,672		202,485
TOTAL LIABILITIES			202,499		211,308
COMMITMENTS AND CONTINGENCIES
Stockholders' equity:
	Common stock, $.10 par value, 100 shares authorized, 20 shares issued
	Retained earnings		53		44
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY		$	202,552	$	211,352

The accompanying notes are an integral part of these financial statements.

ESI TRACTEBEL ACQUISITION CORP.
STATEMENTS OF OPERATIONS
(Thousands of Dollars)

	Years Ended December 31,
	2003			2002			2001
Interest income	$	16,699		$	17,402		$	17,578
Interest expense		(16,686	)		(17,389	)		(17,564	)
Income before income taxes		13			13			14
Income tax expense		(4	)		(4	)		(5	)
NET INCOME	$	9		$	9		$	9

The accompanying notes are an integral part of these financial statements.

ESI TRACTEBEL ACQUISITION CORP.
STATEMENTS OF CASH FLOWS
(Thousands of Dollars)

				Years Ended December 31,
				2003			2002			2001
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net income			$	9		$	9		$	9
	Adjustments to reconcile net income to net cash provided by operating activities:
			Other - amortization of deferred gain resulting from hedge		(9	)		(9	)		(9	)
		Net cash provided by operating activities			-			-			-
CASH FLOWS FROM INVESTING ACTIVITIES:
	Principal payments received from NELP				8,800			8,800			-
		Net cash provided by investing activities			8,800			8,800			-
CASH FLOWS FROM FINANCING ACTIVITIES:
	Principal payments on debt				(8,800	)		(8,800	)		-
		Net cash used in financing activities			(8,800	)		(8,800	)		-
Net change in cash					-			-			-
Cash at beginning of period					-			-			-
Cash at end of period				$	-		$	-		$	-
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
	Cash paid for interest			$	16,699		$	17,402		$	17,578

The accompanying notes are an integral part of these financial statements.

ESI TRACTEBEL ACQUISITION CORP.
STATEMENTS OF STOCKHOLDERS' EQUITY
Years Ended December 31, 2003, 2002 and 2001
(Thousands of Dollars)

		Common Stock		Retained Earnings		Stock- holders' Equity
Balances, December 31, 2000		$	-		26		26
	Net income		-		9		9
Balances, December 31, 2001			-		35		35
	Net income		-		9		9
Balances, December 31, 2002			-		44		44
	Net income		-		9		9
Balances, December 31, 2003		$	-	$	53	$	53

The accompanying notes are an integral part of these financial statements.

ESI TRACTEBEL ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
Years Ended December 31, 2003, 2002 and 2001

1. Nature of Business

ESI Tractebel Acquisition Corp. (Acquisition Corp.) is a Delaware corporation established on January 12, 1998 as a special purpose funding corporation for the purpose of issuing the securities described in Note 3. The Acquisition Corp.'s common stock is jointly owned by a subsidiary of ESI Energy, LLC (ESI Energy) and by Tractebel Power, Inc. (Tractebel Power). The Acquisition Corp. acts as the agent of Northeast Energy, LP (NE LP) with respect to the securities and holds itself out as the agent of NE LP in all dealings with third parties relating to the securities. NE LP is a Delaware limited partnership that was established on November 21, 1997 for the purpose of acquiring ownership interests in two electric power generation stations in the northeastern United States (the Partnerships). NE LP is also owned by subsidiaries of ESI Energy and Tractebel Power.

2. Summary of Significant Accounting Policies

Use of Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Variable Interest Entities (VIEs) - In January 2003, the Financial Accounting Standards Board (FASB) issued FIN 46, "Consolidations of Variable Interest Entities." In December 2003, the FASB revised FIN 46, which partially delayed its effective date for public companies until the first quarter of 2004, but permitted companies to choose earlier adoption for some or all of their investments. FIN 46 requires the consolidation of entities which are determined to be VIEs when the reporting company determines that it will absorb a majority of the VIE's expected losses, receive a majority of the VIE's residual returns, or both. The company that is required to consolidate the VIE is called the primary beneficiary. Conversely, the reporting company would be required to deconsolidate VIEs which are currently consolidated when the company is not considered to be the primary beneficiary. Variable interests are contractual, ownership or other monetary interests in an entity that change with changes in the fair value of the entity's net assets exclusive of variable interests. An entity is considered to be a VIE when its capital is insufficient to permit it to finance its activities without additional subordinated financial support or its equity investors, as a group, lack the characteristics of having a controlling financial interest. Under their current structure, the Acquisition Corp. does not believe it will be required to consolidate any VIEs beginning in the first quarter of 2004.

3. The Securities

On February 12, 1998, the Acquisition Corp. issued $220 million of 7.99% Secured Bonds Due 2011 (Securities). The proceeds from the Securities were loaned to NE LP, evidenced by a promissory note, for the purpose of reimbursing certain partners of NE LP for a portion of the $545 million in equity contributions used to acquire the Partnerships. The Securities are unconditionally guaranteed by NE LP. Borrowings outstanding at December 31, 2003 and 2002 were $202.4 million and $211.2 million, respectively.

Interest on the Securities is payable semiannually on each June 30 and December 30. Principal repayments are made semi-annually in amounts stipulated in the trust indenture. Future principal payments (in thousands) are as follows:

Year ending December 31:
2004	$	8,800
2005		8,800
2006		13,200
2007		22,000
2008		22,000
Thereafter		127,600
Total long-term debt		202,400
Less current maturities		8,800
Long-term debt, excluding current maturities	$	193,600

The Securities are subject to optional redemption after June 30, 2008 at the redemption prices set forth in the trust indenture and are subject to extraordinary mandatory redemption at a redemption price of 100% of the principal amount thereof in certain limited circumstances as defined in the trust indenture.

The Securities are unconditionally guaranteed by NE LP and are payable solely from payments to be made by NE LP under the promissory note and bond guaranty. NE LP's obligations to make payments under the promissory note are nonrecourse to the direct and indirect owners of NE LP. Payments with respect to the promissory note and, therefore, in respect of the Securities are effectively subordinated to payment of all indebtedness and other liabilities and commitments of the Partnerships, including the guarantee by the Partnerships of their indebtedness. Repayment of the Securities is guaranteed by all interests in the Partnerships. The Securities rank senior to all subordinated indebtedness and rank evenly with all senior indebtedness that the Acquisition Corp. incurs in the future.

4. Financial Instruments

The estimated fair value of each of the Securities and the note receivable from NE LP at December 31, 2003 and 2002 was $184 million and $190 million, respectively. The estimate of the fair value has been made using available market information and other valuation methodologies. However, the use of different market assumptions or methods of valuation could result in different estimated fair values.

5. Income Taxes

The Acquisition Corp. acts as the agent of NE LP with respect to the Securities and holds itself out as the agent of NE LP in all dealings with third parties relating to the Securities. Accordingly, as a result of the agency relationship, all tax activity of the Acquisition Corp. for federal and state income tax purposes represents amounts due to NE LP.

6. Quarterly Data (Unaudited)

Condensed consolidated quarterly financial information for 2003 and 2002 is as follows:

		March 31 (a)			June 30 (a)			September 30 (a)			December 31 (a)
		(Thousands of Dollars)
2003
Operating revenues			$	-		$	-		$	-		$	-
Operating income			$	-		$	-		$	-		$	-
Net income			$	2		$	2		$	3		$	2
2002
Operating revenues			$	-		$	-		$	-		$	-
Operating income			$	-		$	-		$	-		$	-
Net income			$	3		$	2		$	3		$	1
(a)	In the opinion of Acquisition Corp., all adjustments, which consist of only normal recurring accruals necessary to present a fair statement of the amounts shown for such period have been made. Results of operations for an interim period may not give a true indication of results for the year.

Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
(a)	Evaluation of Disclosure Controls and Procedures
	As of December 31, 2003, the registrants performed an evaluation, under the supervision and with the participation of the registrants' management, including the chief executive officer and chief financial officer of each of the registrants (Principal Officers), of the effectiveness of the design and operation of the registrants' disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) or 15d-15(e)). Based upon that evaluation, the Principal Officers concluded that the registrants' disclosure controls and procedures are effective in timely alerting them to material information relating to the registrants required to be included in the registrants' reports filed or submitted under the Exchange Act. Due to the inherent limitations of the effectiveness of any established disclosure controls and procedures, management 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 change in the registrants' internal control over financial reporting that occurred during the registrants' most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrants' internal control over financial reporting.

PART III

Item 10. Directors and Executive Officers of the Registrants

Management Committee of NE LP and the Partnerships

Nathan E. Hanson. Mr. Hanson, 39, is director of business management of FPL Energy. He was appointed to the NE LP Management Committee by ESI GP in March 2000. He was formerly operations manager for Intercontinental Energy Corporation, a developer of independent power projects, from 1995 to 1998.

Eric M. Heggeseth. Mr. Heggeseth, 51, is senior vice president of Tractebel Power. He was appointed to the NE LP Management Committee by Tractebel GP in March 1998.

Michael L. Leighton. Mr. Leighton, 58, is senior vice president and chief operating officer of FPL Energy. He was formerly vice president of project development of FPL Energy from April 1994 to April 2000. He was appointed to the NE LP Management Committee by ESI GP in May 2000.

William C. Harper. Mr. Harper, 44, is a senior vice president-fuels of Tractebel Power. He was formerly vice president-fuels for Cogen Technologies, a developer of independent power projects, from January 1992 to February 1999. He was appointed to the NE LP management committee by Tractebel GP in December 2001.

Directors of the Funding Corp. and the Acquisition Corp.

Michael L. Leighton. Mr. Leighton, 58, is senior vice president and chief operating officer of FPL Energy. He was formerly vice president of project development of FPL Energy from April 1994 to April 2000. He has been a director of the Funding Corp. and the Acquisition Corp. since December 2001.

Eric M. Heggeseth. Mr. Heggeseth, 51, is senior vice president of Tractebel Power. He has been a director of the Funding Corp. and the Acquisition Corp. since 1998.

Werner E. Schattner. Mr. Schattner, 58, is executive vice president of Tractebel Power. He has been a director of the Funding Corp. and the Acquisition Corp. since 1998.

Directors of the Funding Corp. and the Acquisition Corp. are elected annually and serve until their resignation, removal or until their respective successors are elected. The members of the Management Committee of NE LP and the Partnerships serve until their resignation, removal or until their respective successors are elected. Except as noted, each director or management committee member has held his position for five years or more and his employment history is continuous.

None of the registrants have adopted a code of ethics for their senior executive and financial officers; however, such officers (including the registrants' principal executive officers, principal financial officers, principal accounting officers or controllers, or persons performing similar functions) are governed by a code of ethics for senior executive and financial officers of FPL Group, Inc. FPL Group's code of ethics for senior executive and financial officers can be accessed in the "Governance " section on FPL Group's website at www.fplgroup.com or obtained, without charge, by writing to FPL Group for a printed copy at FPL Group, Inc., 700 Universe Boulevard, Juno Beach, Florida 33408-0420, Attention: Investor Relations.

The registrants have no audit committee, and therefore have no audit committee financial expert.

Item 11. Executive Compensation

None.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The Partnerships and NE LP. The following table sets forth the direct and indirect interests of ownership:

Title of Class		Name and Address of Beneficial Owner	Nature of Beneficial Ownership	Percentage Interest
Partnerships:
General and Limited Partnership Interest		NE LP(a)	General Partner	98	%	LP
				1	%	GP
Limited Partnership Interest		NE LLC(a)	Limited Partner	1	%	LP
NE LP:
General Partnership Interest		ESI GP(a)	General Partner in NE LP	1	%	GP
General Partnership Interest		Tractebel GP(b)	General Partner in NE LP	1	%	GP
Limited Partnership Interest		ESI LP(a)	Limited Partner in NE LP	49	%	LP
Limited Partnership Interest		Tractebel LP(b)	Limited Partner in NE LP	49	%	LP
(a)	The address for each of NE LP, NE LLC, ESI GP and ESI LP is c/o FPL Energy, LLC, 700 Universe Blvd., Juno Beach, Florida 33408.
(b)	The address for each of Tractebel GP and Tractebel LP is c/o Tractebel Power, Inc., 1177 West Loop South, Suite 900, Houston, Texas 77027.

The Funding Corp. The following table sets forth the number of shares and percentage owned of the Funding Corp.'s voting securities beneficially owned by each person known to be the beneficial owner of more than five percent (5%) of the voting securities (unless otherwise indicated the owner has sole voting and investment power):

Title of Class		Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percentage Interest
Common Stock		ESI Northeast Funding(a)	3,750	37.5	%
Common Stock		Tractebel Power(b)	3,750	37.5	%
Common Stock		Broad Street(c)	2,500	25.0	%
(a)	The address for ESI Northeast Funding is c/o FPL Energy, LLC, 700 Universe Blvd., Juno Beach, Florida 33408.
(b)	The address for Tractebel Power is 1177 West Loop South, Suite 900, Houston, Texas 77027.
(c)	The address for Broad Street is Two Wall Street, New York, New York 10005. Broad Street is a nominee of the Trustee and its sole purpose is to provide an independent director.

The Acquisition Corp. The following table sets forth the number of shares and percentage owned of the Acquisition Corp.'s voting securities beneficially owned by each person known to be the beneficial owner of more than five percent (5%) of the voting securities (unless otherwise indicated the owner has sole voting and investment power):

Title of Class		Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percentage Interest
Common Stock		ESI Northeast Acquisition(a)	10	50.0	%
Common Stock		Tractebel Power(b)	10	50.0	%
(a)	The address for ESI Northeast Acquisition is c/o FPL Energy, LLC, 700 Universe Blvd., Juno Beach, Florida 33408.
(b)	The address for Tractebel Power is 1177 West Loop South, Suite 900, Houston, Texas 77027.

Securities Authorized for Issuance Under Equity Compensation Plans. None.

Item 13. Certain Relationships and Related Transactions

Administrative Services Agreement - NE LP and an entity related to FPL Energy have entered into an administrative services agreement that provides for management and administrative services to the Partnerships. The agreement, which expires in 2018, provides for fees of a minimum of $0.6 million per year, subject to certain adjustments, and reimbursement of costs and expenses of performing services. For the periods ended December 31, 2003, 2002 and 2001, the Partnerships incurred $0.6 million, $0.6 million and $0.7 million, respectively, in fees and reimbursed expenses under the agreement.

O&M Agreements - NE LP and an entity related to FPL Energy have entered into O&M agreements that provide for the operations and maintenance of the Partnerships. The agreements expire in 2016, subject to extension by mutual agreement of the parties before six months preceding expiration. The agreements provide for fees of a minimum of $0.8 million per year, subject to certain adjustments, for each Partnership and reimbursement of costs and expenses of performing services. For the periods ended December 31, 2003, 2002 and 2001, the Partnerships incurred $1.6 million, $1.6 million and $1.7 million, respectively, in fees and reimbursed expenses under the agreements.

Fuel Management Agreements - NE LP has entered into fuel management agreements with an entity related to FPL Energy that provide for the management of all natural gas and fuel oil, transportation and storage agreements, and the location and purchase of any additional required natural gas or fuel oil for the Partnerships. The agreements, which expire in 2023, provide for fees of a minimum of $0.5 million per year, subject to certain adjustments, for each Partnership and reimbursement of costs and expenses of performing services. For the periods ended December 31, 2003, 2002 and 2001, the Partnerships incurred $1.0 million, $0.9 million and $1.0 million, respectively, in fees and reimbursed expenses under the agreements.

Power Sales - From time to time, FPL Energy's power marketing subsidiary will purchase excess power produced by the Partnerships and resell the power to the marketplace. These purchases totaled $7.7 million, $3.3 million and $3.4 million in 2003, 2002 and 2001, respectively.

Fuel Contracts - As discussed in Note 3, in 2002, NJEA entered into two long-term gas supply agreements with PMI and TEMI, respectively. These agreements became effective January 1, 2003 and will provide the partnership with the same combined quantity of natural gas that was being received under the agreement previously in effect. Before restructuring, the prior agreement provided the partnership with approximately 37% of its fuel requirements, and approximately 18% of the total fuel requirements of the Partnerships. In December 2003, these agreements were terminated in conjunction with the amended and restated power purchase agreement between NJEA and a New Jersey utility.

In August 2003, NEA entered into two long-term gas supply agreements with PMI and TEMI. These agreements became effective September 1, 2003 and provide NEA with the same combined quantity of natural gas and with pricing expected to be more favorable over the term of the agreements.

PART IV

Item 14. Principal Accountant Fees and Services

Fees billed for professional services rendered by Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, Deloitte & Touche), were $156 thousand for "Audit Fees" and $33 thousand for "Audit-Related Fees" in 2003, and $114 thousand for "Audit Fees" in 2002. No fees in the categories "Tax Fees" and "All Other Fees" were incurred by the registrants in 2003. No fees in the categories "Audit-Related Fees," "Tax Fees" and "All Other Fees" were incurred by the registrants in 2002. Audit Fees represent audit fees billed for professional services rendered for the audits of NE LP, NEA, NJEA, Funding Corp. and Acquisition Corp. annual financial statements for the fiscal years ended 2003 and 2002, the review of financial statements included in the registrants' Quarterly Reports on Form 10-Q for the fiscal years ended 2003 and 2002, and other services related to SEC and Bondholder matters. Audit-Related Fees relate to accounting and auditing consult ations related to contract restructurings in 2003.

Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a)	1.	Financial Statements		Page(s)
		NE LP:
			Independent Auditors' Report		18
			Consolidated Balance Sheets		19
			Consolidated Statements of Operations		20
			Consolidated Statements of Cash Flows		21
			Consolidated Statements of Partners' Equity		22
			Notes to Consolidated Financial Statements		27-35
		Partnerships:
			Independent Auditors' Report		18
			Combined Balance Sheets		23
			Combined Statements of Operations		24
			Combined Statements of Cash Flows		25
			Combined Statements of Partners' Equity		26
			Notes to Combined Financial Statements		27-35
		Funding Corp.:
			Independent Auditors' Report		36
			Balance Sheets		37
			Statements of Operations		38
			Statements of Cash Flows		39
			Notes to Financial Statements		40-41
		Acquisition Corp.:
			Independent Auditors' Report		42
			Balance Sheets		43
			Statements of Operations		44
			Statements of Cash Flows		45
			Statements of Stockholders' Equity		46
			Notes to Financial Statements		47-48

2.	Financial Statement Schedules - Schedules are omitted as not applicable or not required.
3.	Exhibits including those Incorporated by Reference

Exhibit No.	Description
3.1(1)	Certificate of Incorporation of the Funding Corp.
3.1.1(5)	Certificate of Amendment of Certificate of Incorporation of the Funding Corp. as filed with the Secretary of State of the State of Delaware on February 3, 1998
3.1.2(6)	Certificate of Incorporation of the Acquisition Corp. as filed with the Secretary of State of the State of Delaware on January 12, 1998
3.2(5)	By-laws of the Funding Corp.
3.2.1(6)	By-laws of the Acquisition Corp.
3.3(5)	Amended and Restated Certificate of Limited Partnership of NEA as filed with the Secretary of State of the Commonwealth of Massachusetts on March 31, 1986, as amended and restated on January 9, 1987 and November 6, 1987, as further amended on July 6, 1989 and as amended and restated on February 16, 1998
3.4(5)	Amended and Restated Certificate of Limited Partnership of NJEA as filed with the Secretary of State of the State of New Jersey on November 3, 1986, as amended and restated on January 14, 1987, June 25, 1987, March 4, 1988 and February 16, 1998
3.5(5)	Amended and Restated Agreement of Limited Partnership of NEA dated as of November 21, 1997
3.6(5)	Amended and Restated Agreement of Limited Partnership of NJEA dated as of November 21, 1997
3.7(5)	Certificate of Limited Partnership of NE LP, a Delaware limited partnership, as filed with the Secretary of State of the State of Delaware on November 21, 1997
3.8(5)	Agreement of Limited Partnership of NE LP, a Delaware limited partnership, dated as of November 21, 1997
4.1(1)	Trust Indenture dated as of November 15, 1994, among the Partnerships, the Funding Corp. and the Trustee
4.2(1)	First Supplemental Indenture dated as of November 15, 1994, among the Partnerships, the Funding Corp and the Trustee, including forms of the securities
4.3(1)	Credit Agreement dated as of December 1, 1994, among the Partnerships, each of the institutions referred to therein and Sanwa Bank Limited, New York Branch (Sanwa)
4.4(1)	Collateral Agency Agreement dated as of December 1, 1994 among the Partnerships, the Funding Corp., the Trustee, Sanwa, the Swap Providers (as defined therein) and State Street Bank and Trust Company, as Collateral Agent
4.5(1)	Amended and Restated Project Loan and Credit Agreement dated as of December 1, 1994, between the Partnerships and the Funding Corp.
4.6(1)	Partnerships' Guarantee Agreement dated as of December 1, 1994, between the Partnerships and the Trustee
4.7(1)	Registration Rights Agreement dated as of November 21, 1994, among the Partnerships, the Funding Corp., Chase Securities, Inc., Merrill Lynch, Pierce Fenner & Smith, Incorporated and Salomon Brothers, Inc.
4.8(1)	Pledge, Trust and Intercreditor Agreement dated as of December 1, 1994 among the Partnerships, Sanwa, and Sanwa Bank Trust Company of New York and the Trustee
4.9(1)	Assignment and Security Agreement dated as of December 1, 1994, between the Funding Corp. and the Trustee
4.10(1)	Amended and Restated Assignment and Security Agreement dated as of December 1, 1994, between the Partnerships, NE LP and the Trustee
4.11(1)	Amended and Restated Assignment and Security Agreement dated as of December 1, 1994, between NEA and the Trustee
4.12(1)	Amended and Restated Assignment and Security Agreement dated as of December 1, 1994, between NJEA and the Trustee
4.13(1)	Amended and Restated Mortgage, Assignment of Rents, Security Agreement and Fixture Filing dated as of December 1, 1994, made by NEA in favor of the Trustee
4.14(1)	Amended and Restated Mortgage, Assignment of Rents, Security Agreement and Fixture Filing (Additional Properties) dated as of December 1, 1994, made by NEA in favor of the Trustee
4.15(1)	Amended and Restated Indenture of Mortgage, Assignment of Rents, Security Agreement and Fixture Filing dated as of December 1, 1994, made by NJEA in favor of the Trustee
4.16(1)	Amended and Restated Stock Pledge Agreement dated as of December 1, 1994, between NJEA and the Trustee
4.17(1)	Assignment of Mortgage dated as of December 1, 1994, between The Chase Manhattan Bank (National Association) and the Trustee with respect to the Bellingham Mortgage dated as of June 28, 1989
4.18(1)	Assignment of Mortgage dated as of December 1, 1994, between The Chase Manhattan Bank (National Association) and the Trustee with respect to the Bellingham Mortgage dated August 10, 1989
4.19(1)	Assignment of Mortgage dated as of December 1, 1994, between The Chase Manhattan Bank (National Association) and the Trustee with respect to the Sayreville Mortgage dated June 28, 1989
4.20(1)	Assignment of Security Agreements dated as of December 1, 1994, among The Chase Manhattan Bank (National Association), the Trustee, the Partnerships, the Funding Corp. and NE LP
4.21(5)	Second Supplemental Trust Indenture dated as of January 14, 1998 among the Funding Corp., NEA, NJEA and the Trustee
4.22(5)	Amendment to Amended and Restated Assignment and Security Agreement by and between NEA, NJEA, NE LP and the Trustee dated as of January 14, 1998
4.23(5)	Termination of Pledge, Trust and Intercreditor Agreement dated as of January 30, 1998 among NEA, NJEA, Sanwa, Sanwa Bank and Trust Company of New York and the Trustee
4.24(6)	Indenture, dated as of February 19, 1998 among the Acquisition Corp., NE LP, NE LLC, and the Trustee
4.25(6)	Registration Rights Agreement, dated as of February 19, 1998 by and among the Acquisition Corp., NE LP, and Goldman Sachs & Co.
4.26(6)	Company & Partner Pledge Agreement dated as of February 19, 1998 by and among the Acquisition Corp., NE LP, NE LLC in favor of the Trustee
4.27(6)	Sponsor Pledge Agreement dated as of February 19, 1998 by and among ESI Northeast Acquisition, ESI GP, ESI LP, Tractebel GP, Tractebel LP, and Tractebel Power in favor of the Trustee
10.1(1)	Accommodation Agreement dated as of June 28, 1989, between NEA, BECO, Commonwealth, Montaup, and The Chase Manhattan Bank (National Association)
10.2.1(1)	Amended and Restated Operation and Maintenance Agreement dated as of June 28, 1989 (the "Sayreville O&M Agreement"), between NJEA and Westinghouse Power
10.2.2(1)	Letter Agreement regarding the Sayreville Heat Rate dated June 23, 1993, between NJEA and Westinghouse Power
10.2.3(1)	Letter Agreement regarding extension of the Sayreville O&M Agreement dated June 23, 1993, between Westinghouse Power and NJEA
10.2.4(1)	Second Amended and Restated Operation and Maintenance Agreement dated as of June 28, 1989 (the "Bellingham O&M Agreement"), between NEA and Westinghouse Power
10.2.5(1)	Letter Agreement regarding the Bellingham Heat Rate dated June 23, 1993, between NEA and Westinghouse
10.2.6(1)	Letter Agreement regarding extension of the Bellingham O&M Agreement dated June 23, 1993, between NEA and Westinghouse Power
10.2.7(2)	Amendment No. 1 to the Bellingham O&M Agreement, dated as of May 1, 1995, by and between NEA and Westinghouse Power
10.3.1(1)	Power Purchase Agreement dated as of April 1, 1986 (the "BECO I Power Purchase Agreement"), between NEA and Boston Edison
10.3.2(1)	First Amendment to the BECO I Power Purchase Agreement dated as of June 8, 1987, between Boston Edison and NEA
10.3.3(1)	Second Amendment to the BECO I Power Purchase Agreement dated as of June 21, 1989, between Boston Edison and NEA
10.3.4(1)	Power Purchase Agreement dated as of January 28, 1988 (the "BECO II Power Purchase Agreement"), between NEA and Boston Edison
10.3.5(1)	First Amendment to the BECO II Power Purchase Agreement dated as of June 21, 1989, between NEA and Boston Edison
10.3.6(1)	Power Sale Agreement dated as of November 26, 1986 (the "Commonwealth I Power Purchase Agreement"), between NEA and Commonwealth
10.3.7(1)	First Amendment to the Commonwealth I Power Purchase Agreement dated as of August 15, 1988, between Commonwealth and NEA
10.3.8(1)	Second Amendment to the Commonwealth I Power Purchase Agreement dated as of January 1, 1989, between Commonwealth and NEA
10.3.9(1)	Power Sale Agreement dated as of August 15, 1988 (the "Commonwealth II Power Purchase Agreement"), between NEA and Commonwealth
10.3.10(1)	First Amendment to the Commonwealth II Power Purchase Agreement dated as of January 1, 1989, between NEA and Commonwealth
10.3.11(1)	Power Purchase Agreement dated as of October 17, 1986 (the "Montaup Power Purchase Agreement"), between NEA and Montaup
10.3.12(1)	First Amendment to the Montaup Power Purchase Agreement dated as of June 28, 1989, between Montaup and NEA
10.3.13(1)	Power Purchase Agreement dated as of October 22, 1987 (the "JCP&L Power Purchase Agreement"), between NJEA and JCP&L
10.3.14(1)	First Amendment to the JCP&L Power Purchase Agreement dated as of June 16, 1989, between JCP&L and NJEA
10.4.1(1)	Firm Transportation Service Agreement dated as of February 28, 1994, among CNG Transmission Corporation, a Delaware corporation ("CNG"), NEA, ProGas U.S.A., Inc., a Delaware corporation ("ProGas USA") and ProGas
10.4.2(1)	Firm Gas Transportation Agreement (Rate Schedule X-320) dated as of February 27, 1991, between NEA and Transcontinental Gas Pipe Line Corporation, a Delaware corporation ("Transco")
10.4.3(1)	Rate Schedule X-35 Firm Gas Transportation Agreement dated as of October 1, 1993, between NEA and Algonquin Gas Transmission Company, a Delaware corporation ("Algonquin")
10.4.4(1)	Service Agreement for Rate Schedule FTS-5 dated as of February 16, 1994, between NEA and Texas Eastern Transmission Corporation, a Delaware corporation ("Texas Eastern")
10.4.5(1)	ProGas/TransCanada NE Assignment Agreement dated as of July 30, 1993, between ProGas and TransCanada Pipelines Limited, an Ontario corporation ("TransCanada")
10.4.6(1)	Northeast Gas Substitution Agreement dated as of July 30, 1993, among ProGas, NEA and TransCanada
10.4.7(1)	Northeast Notice and Consent dated as of July 30, 1993, among NEA, ProGas and TransCanada
10.4.8(1)	ProGas NE Producer Assignment Agreement dated as of July 30, 1993, between ProGas and TransCanada
10.4.9(1)	Firm Transportation Service Agreement dated as of February 28, 1994, among CNG, NJEA, ProGas USA and ProGas
10.4.10(1)	Firm Gas Transportation Agreement (Rate Schedule X-319) dated as of February 27, 1991, between Transco and NJEA
10.4.11(1)	Gas Purchase and Sales Agreement dated as of May 4, 1989 (the "PSE&G Agreement"), between NJEA and PSE&G
10.5.1(1)	Service Agreement Applicable to the Storage of Natural Gas Under Rate Schedule GSS-II dated as of September 30, 1993, between CNG and NEA
10.5.2(1)	Service Agreement Applicable to the Storage of Natural Gas Under Rate Schedule GSS-II dated as of September 30, 1993, between CNG and NJEA
10.5.3(2)	Service Agreement Applicable to Transportation of Natural Gas under Rate Schedule FT dated as of February 1, 1996, by and between CNG and NEA
10.5.4(2)	Service Agreement Applicable to Transportation of Natural Gas under Rate Schedule FT dated as of February 1, 1996, by and between CNG and NJEA
10.6.1(1)	Gas Purchase Contract dated as of May 12, 1988 (the "Bellingham ProGas Agreement"), between ProGas and NEA
10.6.2(1)	First Amending Agreement to the Bellingham ProGas Agreement dated as of April 17, 1989, between ProGas and NEA
10.6.3(1)	Second Amending Agreement to the Bellingham ProGas Agreement dated as of June 23, 1989, between ProGas and NEA
10.6.4(1)	Amending Agreement to the ProGas Agreements (as defined below) dated as of November 1, 1991, between ProGas, NEA and NJEA
10.6.5(1)	Third Amending Agreement to the Bellingham ProGas Agreement dated as of July 30, 1993, between ProGas and NEA
10.6.6(1)	Letter Agreement regarding the Bellingham ProGas Agreement dated as of September 14, 1992, between ProGas and NEA
10.6.7(1)	Letter Agreement regarding the Bellingham ProGas Agreement dated as of July 30, 1993, between ProGas and NEA
10.7.1(1)	Amended and Restated Steam Sales Agreement dated as of December 21, 1990, between NEA and NECO-Bellingham, Inc., a Massachusetts corporation ("NECO")
10.7.2(1)	Industrial Steam Sales Contract dated as of June 5, 1989, between NJEA and Hercules Incorporated, a Delaware corporation ("Hercules")
10.8.1(1)	Letter agreement regarding Bellingham Project power transmission arrangements dated June 29, 1989, between NEA and BECO
10.8.2(1)	Letter agreement regarding Bellingham Project power transmission arrangements dated June 6, 1989, between NEA and Commonwealth
10.8.3(1)	Letter agreement regarding Bellingham Project power transmission arrangements dated June 28, 1989, between NEA and Montaup
10.9(1)	Amended and Restated Interconnection Agreement dated as of September 24, 1993, between BECO and NEA
10.10. 1(4)	Guaranty of Contract for Operation and Maintenance dated May 12, 1995 by Westinghouse Power
10.10.2(1)	Licensing Agreement for the Fluor Daniel Carbon Dioxide Recovery Process dated as of June 28, 1989, between Fluor Daniel Inc., a California corporation ("Fluor Daniel"), and NEA
10.11.1(1)	Ground Lease Agreement dated as of June 28, 1989, between NJEA and ETURC
10.11.2(1)	Agreement of Sublease dated as of June 28, 1989, between ETURC and NJEA
10.11.3(1)	Lease of Property dated as of June 1, 1986, between Prestwich Corporation and NE LP
10.12.1(1)	Investment Agreement dated as of December 1, 1994, between Sanwa and Sanwa Bank Trust Company of New York under the Pledge, Trust and Intercreditor Agreement
10.12.2(1)	Investment Agreement dated as of December 1, 1994, between Sanwa and Sanwa Bank Trust Company of New York under the Pledge, Trust and Intercreditor Agreement
10.13(1)	Agreement between the Water and Sewer Commissioners of the Town of Bellingham and NEA dated as of December 13, 1988 and December 30, 1988, respectively
10.14(1)	Mortgage, Assignment of Rents, Security Agreement and Fixture Filing dated June 29, 1989, by NEA in favor of BECO, Commonwealth and Montaup
10.15(3)	Declaration of Easements, Covenants, and Restrictions dated as of June 28, 1989 by NEA
10.16(5)	Operation and Maintenance Agreement dated as of November 21, 1997 by and between NE LP and FPLE Operating Services
10.17(5)	Operation and Maintenance Agreement dated as of November 21, 1997 by and between NE LP and FPLE Operating Services
10.18(5)	Fuel Management Agreement, dated as of January 20, 1998, effective retroactive to January 14, 1998, by and between NE LP and ESI Northeast Fuel, assigned by NE LP to NEA on January 20, 1998
10.19(5)	Fuel Management Agreement, dated as of January 20, 1998, effective retroactive to January 14, 1998, by and between NE LP and ESI Northeast Fuel, assigned by NE LP to NJEA on January 20, 1998
10.20(5)	Administrative Services Agreement dated as of November 21, 1997 between NE LP and ESI GP
10.21(6)	Reimbursement Agreement dated as of November 21, 1997 by and among FPL Group Capital, Tractebel Power and NE LP
10.22(7)	Termination Agreement, dated August 9, 2002, between ProGas and NJEA
10.23(8)	Base Contract for Sale and Purchase of Natural Gas, dated October 2, 2002, between PMI and NJEA
10.24(8)	Base Contract for Sale and Purchase of Natural Gas, dated September 26, 2002, between TEMI and NJEA
10.25(8)	Guarantee, dated October 2, 2002, between FPL Group Capital Inc and NJEA
10.26(8)	Guaranty, dated October 2, 2002, by Tractebel S.A. in favor of NJEA
10.27(9)	Operating Lease Agreement dated as of October 10, 2002 between NEA and The BOC Group, Inc.
10.28(9)	On-Site Steam Supply Agreement between NEA and The BOC Group, Inc. dated as of October 10, 2002
10.29(9)	Three Party Agreement dated as of October 10, 2002 among The BOC Group, Inc., Praxair, Inc. and NEA
10.30(9)	Consent and Agreement dated as of October 10, 2002 among The BOC Group, Inc. and Praxair, Inc.
10.31(9)	Flue Gas Supply Agreement dated as of October 10, 2002 between NEA and Praxair, Inc.
10.32(9)	BOC Flue Gas Agreement of Sale dated as of October 10, 2002 by and between The BOC Group, Inc. and NEA
10.33(9)	Agreement dated February 28, 2003 between JCP&L and NJEA relating to the Power Purchase Agreement dated as of October 22, 1987, as amended
10.34(9)	Transition Services Agreement dated as of October 11, 2002 by and between The BOC Group, Inc. and NEA
10.35(10)	Service Agreement, dated February 1, 2003, between Transcontinental Gas Pipe Line Corporation and NJEA
10.36(10)	Service Agreement, dated February 1, 2003, between Transcontinental Gas Pipe Line Corporation and NEA
10.37(10)	Amending Agreement, dated as of March 1, 2003, between ProGas and NEA
10.38(11)	Termination Agreement, dated as of July 11, 2003, between ProGas and NEA
10.39(11)	Partial Termination Agreement, dated July 11, 2003, between ProGas and NEA
10.40(12)	Base Contract for Sale and Purchase of Natural Gas, dated August 1, 2003, between PMI and NEA
10.41(12)	Base Contract for Sale and Purchase of Natural Gas, dated August 1, 2003, between TEMI and NEA
10.42(12)	Guarantee, dated August 1, 2003, by FPL Group Capital in favor of NEA
10.43(12)	Guaranty, dated August 1, 2003, by Tractebel S.A. in favor of NEA
10.44(12)	First Amendment to Guarantee, dated August 1, 2003, by FPL Group Capital, with the consent and acknowledgement of NEA
10.45(12)	First Amendment to Guarantee, dated October 2, 2002, by FPL Group Capital, with the consent and acknowledgement of NJEA
10.46	Amended and Restated Power Purchase Agreement dated as of May 16, 2003 by and between NJEA and JCP&L
10.47	Sayreville Execution Agreement dated May 16, 2003 between JCP&L and NJEA
10.48	Amendment to Gas Purchase and Sales Agreement dated as of August 20, 2003 by and between PSE&G and NJEA
10.49	Capacity Transfer Agreement dated October 9, 2003 between NJEA and PSE&G Energy Resources & Trade LLC
10.50	Termination Agreement dated as of October 21, 2003 between Hercules Incorporated and NJEA
10.51	Letter Agreement dated October 9, 2003 by and between PSE&G and NJEA
10.52	First Amendment to Amended and Restated Power Purchase Agreement dated as of October 21, 2003 by and between NJEA and JCP&L
10.53	First Amendment to Industrial Steam Sales Contract dated as of December 16, 2003 by and between NJEA and Hercules Incorporated
10.54	Second Amendment to Amended and Restated Power Purchase Agreement dated as of December 16, 2003 by and between NJEA and JCP&L
10.55	Interim Agreement dated December 18, 2003 by and between NJEA and JCP&L
10.56	Guaranty dated as of December 23, 2003 by Suez-Tractebel S.A. in favor of PSE&G
10.57	Guarantee dated as of December 23, 2003 by FPL Group Capital Inc in favor of PSE&G
10.58	Termination Agreement dated December 23, 2003 by and between NJEA and TEMI
10.59	Termination Agreement dated December 23, 2003 by and between NJEA and PMI
21	Subsidiaries of the Registrants
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

(1)	Incorporated herein by reference from the Registration Statement on Form S-4 filed with the Securities and Exchange Commission by the Funding Corp. on February 9, 1995 (file no. 33-87902).
(2)	Incorporated herein by reference from the Annual Report on Form 10-K filed by the Funding Corp. and the Partnerships on April 1, 1996 (file nos. 33-87902,33-87902-01 and 33-87902-02).
(3)	Incorporated herein by reference from the Quarterly Report on Form 10-Q filed by the Funding Corp. and the Partnerships on November 14, 1996 (file nos. 33-87902,33-87902-01 and 33-87902-02).
(4)	Incorporated herein by reference from the Annual Report on Form 10-K filed by the Funding Corp. and the Partnerships on March 31, 1997 (file nos. 33-87902,33-87902-01 and 33-87902-02).
(5)	Incorporated herein by reference from the Annual Report on Form 10-K filed by the Funding Corp. and the Partnerships on March 27, 1998 (file nos. 33-87902,33-87902-01 and 33-87902-02).
(6)	Incorporated herein by reference from the Registration Statement on Form S-4 filed with the Securities and Exchange Commission by the Acquisition Corp. and NE LP on May 12, 1998 (file nos. 333-52397 and 333-52397-01).
(7)	Incorporated herein by reference from Form 10-Q filed by the registrants with the Securities and Exchange Commission on August 14, 2002 (file nos. 33-87902, 33-87902-01, 33-87902-02, 333-52397 and 333-52397-01.
(8)	Incorporated herein by reference from Form 10-Q filed by the registrants with the Securities and Exchange Commission on November 14, 2002 (file nos. 33-87902, 33-87902-01, 33-87902-02, 333-52397 and 333-52397-01).
(9)	Incorporated herein by reference from the Annual Report on Form 10-K filed by the registrants with the Securities and Exchange Commission on March 31, 2003 (file nos. 33-87902, 33-87902-01, 33-87902-02, 333-52397 and 333-52397-01).
(10)	Incorporated herein by reference from Form 10-Q filed by the registrants with the Securities and Exchange Commission on May 13, 2003 (file nos. 33-87902, 33-87902-01, 33-87902-02, 333-52397 and 333-52397-01).
(11)	Incorporated herein by reference from Form 10-Q filed by the registrants with the Securities and Exchange Commission on August 13, 2003 (file nos. 33-87902, 33-87902-01, 33-87902-02, 333-52397 and 333-52397-01).
(12)	Incorporated herein by reference from Form 10-Q filed by the registrants with the Securities and Exchange Commission on November 13, 2003 (file nos. 33-87902, 33-87902-01, 33-87902-02, 333-52397 and 333-52397-01).
	The registrants agree to furnish to the Securities and Exchange Commission upon request any instrument with respect to long-term debt that the registrants have not filed as an exhibit pursuant to the exemption provided by Item 601(b)(4)(iii)(A) of Regulation S-K.
	(b)	Reports On Form 8-K:
		None.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

ESI TRACTEBEL FUNDING CORP.
ESI TRACTEBEL ACQUISITION CORP.

MICHAEL L. LEIGHTON

Michael L. Leighton

President and Director

(Principal Executive Officer and Director)

Date: March 23, 2004

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrants and in the capacities and on the date indicated.

Signature and Title as of March 23, 2004:

MARK R. SORENSEN

Mark R. Sorensen
Treasurer
(Principal Financial and Principal Accounting Officer)

Directors:

ERIC M. HEGGESETH

Eric M. Heggeseth

WERNER E. SCHATTNER

Werner E. Schattner

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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)

MICHAEL L. LEIGHTON

Michael L. Leighton
President of ESI Northeast Energy GP, Inc.
(Principal Executive Officer and Director of ESI Northeast Energy GP, Inc.)

MARK R. SORENSEN

Mark R. Sorensen
Vice President and Treasurer of ESI Northeast Energy GP, Inc.
(Principal Financial and Principal Accounting Officer and
Director of ESI Northeast Energy GP, Inc.)

Date: March 23, 2004

EXHIBIT 21

SUBSIDIARIES OF NE LP

Subsidiary		State or Jurisdiction of Organization
1.	Northeast Energy, LLC (100%-Owned)	Florida
2.	Northeast Energy Associates, a limited partnership (99%-Owned)(a)	Massachusetts
3.	North Jersey Energy Associates, a limited partnership (99%-Owned) (a)	New Jersey
(a)	Northeast Energy, LLC owns the remaining 1% interest.

SUBSIDIARIES OF NJEA

Subsidiary		State or Jurisdiction of Incorporation
1.	ESI Tractebel Urban Renewal Corporation (100%-Owned)	New Jersey

EX-10

Exhibit 10.46

AMENDED AND RESTATED POWER PURCHASE AGREEMENT





dated as of

May 16, 2003


By and Between



North Jersey Energy Associates, A Limited Partnership


and


JERSEY CENTRAL POWER & LIGHT COMPANY

AMENDED AND RESTATED POWER PURCHASE AGREEMENT

THIS AMENDED AND RESTATED POWER PURCHASE AGREEMENT (the "Agreement") is entered into as of May 16, 2003 (the "Agreement Date"), by and between Jersey Central Power & Light Company, a New Jersey corporation (as defined below "JCP&L") and North Jersey Energy Associates, A Limited Partnership, a New Jersey limited partnership (as defined below "NJEA"). JCP&L and NJEA are individually referred to herein as a "Party" and are collectively referred to herein as the "Parties".

WHEREAS, NJEA owns a nominal 300 MW natural gas-fired electricity and steam generating plant located in the borough of Sayreville, New Jersey, as described in the Existing PPA (the "Facility").

WHEREAS, JCP&L is a public utility as defined in N.J.S.A. 48:2-13 and, as such, is required by applicable statutes and regulations to furnish safe, adequate and proper service to its customers and further, to have and maintain its property, plant and equipment in such condition as to enable it to do so.

WHEREAS, JCP&L is a member of the Pennsylvania-New Jersey-Maryland Interconnection, L.L.C. ("PJM").

WHEREAS, New Jersey's Electric Discount and Energy Competition Act, N.J.S.A. 48:3-49 et seq. (the "New Jersey Competition Act"), and certain orders of the BPU encourage the mitigation of above-market costs of long-term power purchase agreements with non-utility generators to effect rate payer savings.

WHEREAS, Section 13 of the New Jersey Competition Act provides for the participating utility to recover the costs of restructuring such long-term power purchase agreements on a full and timely basis.

WHEREAS, JCP&L and NJEA are parties to a Power Purchase Agreement dated as of October 22, 1987, as amended to date (the "Existing PPA"), pursuant to which JCP&L purchases from NJEA contract capacity of not less than 250 MW and the associated electricity of the Facility.

WHEREAS, in connection with a financing relating to the Facility and a nominal 300 MW natural gas-fired electricity and steam generating plant owned by Northeast Energy Associates, A Limited Partnership ("NEA") located in the town of Bellingham, Massachusetts (the "Bellingham Facility"), ESI Tractebel Funding Corp., a Delaware corporation (formerly IEC Funding Corporation) ("ESI Funding") issued its senior secured securities (the "Senior Secured Notes") pursuant to the Trust Indenture, dated as of November 15, 1994, among ESI Funding, NJEA, NEA and State Street Bank and Trust Company, as trustee (the "Senior Trustee"), as supplemented by the First Supplemental Indenture dated as of November 15, 1994, and the Second Supplemental Trust Indenture dated as of January 14, 1998, (collectively, the "Senior Indenture"). As part of the security for the Senior Secured Notes, NJEA collaterally assigned its right, title and inte rest in the Existing PPA to the Senior Trustee on behalf of the holders of the Senior Secured Notes, and pledged all of the revenues received under, and granted a priority perfected security interest in, the Existing PPA to the Senior Trustee on behalf of the holders of the Senior Secured Notes pursuant to the Senior Indenture and related security documents. The Senior Secured Notes are also secured by NEA's interests in the Bellingham Facility and its related revenue generating agreements.

WHEREAS, in connection with an additional financing to, among other purposes, acquire and provide additional capital for the Facility and the Bellingham Facility, ESI Tractebel Acquisition Corp., a Delaware corporation ("ESI Acquisition," and together with ESI Funding, the "Issuers") issued its secured securities (the "Junior Secured Notes") pursuant to the Indenture, dated as of February 19, 1998, among ESI Acquisition, NELP and Northeast Energy, LLC, a Delaware limited liability company ("NELLC"), directly and wholly owned by Northeast Energy, LP, a Delaware limited partnership ("NELP"), and State Street Bank and Trust Company, as trustee (the "Junior Trustee"), as supplemented by the First Supplemental Indenture dated as of February 19, 1998, (collectively, the "Junior Indenture"). The Junior Secured Notes are payable by NELP from distributions to it by NJEA and NEA.

WHEREAS, JCP&L and NJEA desire to amend and restate the Existing PPA to provide for, among other things, the delivery of electricity from sources other than the Facility and the delivery by NJEA and purchase by JCP&L of Contract Energy and Capacity for an Energy Payment that is less than the payment required from JCP&L under the Existing PPA.

NOW, THEREFORE, in consideration of the premises and of the mutual 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

1.1 Certain Defined Terms.

In addition to terms defined in the recitals hereto, the following terms shall have the meanings set forth below.

"AAA" shall have the meaning set forth in Section 10(a) hereof.

"Actual Delivery Point Differential" for any calendar year shall mean (i) for On-Peak Hours during which electricity is delivered to a Delivery Point other than the Facility Bus during such calendar year, an amount ($/MWh) equal to (A) the MWh-weighted average hourly LMP ($/MWh) for such Delivery Point(s) for the actual On-Peak Hours during which Contract Energy was delivered to such Delivery Point(s) during such calendar year less (B) the MWh-weighted average hourly LMP ($/MWh) for the Facility Bus for the actual On-Peak Hours during which Contract Energy was delivered to Delivery Point(s) other than the Facility Bus during such calendar year, and (ii) for Off-Peak Hours, an amount ($/MWh) equal to (A) the MWh-weighted average hourly LMP ($/MWh) for such Delivery Point(s) for the actual Off-Peak Hours during which Contract Energy was delivered to such Delivery Point(s) during such calendar year less (B) the MWh-weighted average hourly LMP ($/MWh) for the Facil ity Bus for the actual Off-Peak Hours during which Contract Energy was delivered to such Delivery Point(s) other than the Facility Bus during such calendar year. The LMP for Contract Energy scheduled for delivery hereunder to the "JCP&L Zone" (as opposed to a particular nodal point therein) shall be the applicable JCP&L Zonal Price.

"Actual Monthly Henry Hub Price" shall have the meaning set forth in Part I of Schedule B hereof.

"Affiliate" shall mean, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries' controls, is controlled by, or is under common control with, such first Person. As used in this definition, "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

"AGC Credits" shall mean all credits or other remuneration from PJM or the ISO as described in Section 3.6(e) hereof.

"AGC" shall have the meaning set forth in Section 3.6(e) hereof.

"AGC Annual Threshold" shall have the meaning set forth in Section 3.6(e) hereof.

"Agreement" shall have the meaning set forth in the first paragraph of this Agreement.

"Agreement Date" shall have the meaning set forth in the first paragraph of this Agreement.

"Alternate Delivery Points" shall have the meaning set forth in Section 3.8(b) hereof.

"Ancillary Termination Damages" shall mean penalties assessed by PJM against the terminating Party and all reasonable fees and expenses incurred by the terminating Party in connection with the termination of this Agreement pursuant to Section 8.2 hereof.

"Annual Energy Quantity" shall mean 2,043,600 MWh per calendar year in any calendar year containing 365 days and 2,049,600 MWh per calendar year in any calendar year containing 366 days. For any partial calendar year containing less than 365 days, the Annual Energy Quantity shall mean the sum of the daily amounts for each calendar day during such partial calendar year that this Agreement is in effect; each such daily amount shall be calculated as follows: (i) 24, multiplied by, (ii) either 200 for each day in April, May, October and November or 250 for each day in every other calendar month.

"Bellingham Facility" shall have the meaning set forth in the Recitals.

"BPU" shall mean the New Jersey Board of Public Utilities and any successor entity.

"Business Day" shall mean any day that is not a Saturday, Sunday, or NERC Holiday.

"Capacity" shall have the same meaning as "Unforced Capacity" as defined in the PJM Agreement on the Agreement Date.

"Capacity Damages" shall have the meaning set forth in Section 5.2 hereof.

"Capacity Requirement" shall (subject to the provisions of Section 5.1 hereof) mean 250 MW per day; provided, however, that so long as the Facility is a PJM Capacity asset the "Capacity Requirement" shall be the greater of (i) 250 MW per day (subject to the provisions of Section 5.1 hereof) or (ii) the actual Capacity of the Facility as determined by PJM from time to time; provided, however, that any Facility Capacity that results from additions or improvements to the Facility after the Agreement Date shall not be included in the actual Capacity determined pursuant to clause (ii) hereof. 

"Change in Law" shall mean the adoption, promulgation, issuance, modification or change in administrative or judicial application, after the Agreement Date, of any applicable law, regulation, rule, requirement or ordinance of any government entity. A repeal, amendment or interpretation of the New Jersey Competition Act (including, without limitation, N.J.S.A. 48:3-61(a)(4)) shall not constitute a Change in Law.

"Claiming Party" shall have the meaning set forth in Section 9.2(b) hereof.

"Contract Adjuster" shall mean the monthly On-Peak and Off-Peak amounts in $/MWh calculated on or about the Effective Date in accordance with Schedule B hereof.

"Contract Energy" shall have the meaning set forth in Section 3.1 hereof.

"Cover Damages" shall have the meaning set forth in Section 3.6(a) hereof.

"Delivery Point" shall have the meaning set forth in Section 3.8(a) hereof.

"Delivery Point Adjustment" shall have the meaning set forth in Section 3.8(f) hereof.

"Delivery Shortfall" shall have the meaning set forth in Section 3.6(a) hereof.

"Eastern Prevailing Time" shall mean either Eastern Standard Time or Eastern Daylight Savings Time, as in effect from time to time.

"eCapacity" shall have the meaning set forth in the PJM Agreement or, in the event such term is no longer utilized in any successor PJM Agreement, shall mean a similar successor capacity recognition methodology utilized by such successor PJM Agreement, such that JCP&L's account with PJM shall reflect such Capacity as of the Effective Date and at all times throughout the Term hereof.

"Effective Date" shall have the meaning set forth in Section 2.1 hereof.

"Energy Payment" shall have the meaning set forth in Section 4.1(a) hereof.

"Energy Price" shall mean, in each month and for each MWh of Contract Energy delivered hereunder, an amount equal to (i) during On-Peak Hours, the sum of (A) the product of the Gas Price multiplied by the On-Peak Heat Rate plus (B) the applicable Contract Adjuster or (ii) during Off-Peak Hours, the sum of (A) the product of the Gas Price multiplied by the Off-Peak Heat Rate plus (B) the applicable Contract Adjuster.

"eSchedule" shall have the meaning set forth in the PJM Agreement or, in the event such term is no longer utilized in any successor PJM Agreement, shall mean a similar successor scheduling methodology utilized by such successor PJM Agreement.

"ESI Acquisition" shall have the meaning set forth in the Recitals and shall include its successors.

"ESI Funding" shall have the meaning set forth in the Recitals and shall include its successors.

"Event of Default" shall have the meaning set forth in Section 8.1 hereof.

"Excess Deliveries" shall have the meaning set forth in Section 3.1 hereof.

"Excess Delivery Charge" shall have the meaning set forth in Section 3.1 hereof.

"Execution Agreement" shall mean the Execution Agreement by and between NJEA and JCP&L dated as of May 16, 2003.

"Existing PPA" shall have the meaning set forth in the Recitals.

"Facility" shall have the meaning set forth in the Recitals.

"Facility Bus" shall mean the point of interconnection between the Facility and the PJM transmission system, which as of the Agreement Date is the South River 230 kV bus.

"FERC" shall mean the United States Federal Energy Regulatory Commission, and shall include its successors.

"Final Decision" shall have the meaning set forth in the Execution Agreement.

"5% Threshold" shall have the meaning set forth in Section 3.8(f) hereof.

"Forced Outage" shall mean a partial or full interruption in the generating capability of the Facility, during any period in which NJEA has elected to deliver Contract Energy hereunder generated at the Facility (as reflected in its Supply Notice), due to any unplanned component failure (immediate, delayed, postponed, or startup failure) or any other condition that requires the applicable unit to be removed from service, or prevents the unit from going into service, including (without limitation) (i) any inability to successfully start-up and commence generation following a period during which the Facility has not been operational for any reason and (ii) any unplanned or planned interruption in the generating capability of the Facility in order to conduct repair, replacement, maintenance or diagnostic activity to avoid loss or serious injury or damage to persons or property that NJEA reasonably expects to occur within ten (10) days after the beginning of the interruption if the repair, replaceme nt, maintenance or diagnostic activity is not performed. 

"Force Majeure" shall have the meaning set forth in Section 9.1 hereof.

"Gas Forward Curve" shall have the meaning set forth in Schedule B hereof.

"Gas Price" shall mean, for each calendar month, the arithmetic average of (i) monthly gas prices published in The Gas Daily Price Guide "Monthly Contract Index" under "Market Centers", "Northeast", "Texas Eastern, zone M-3" and (ii) monthly gas prices published in The Gas Daily Price Guide "Monthly Contract Index" under "Market Centers", "Northeast", "Transco, zone 6 non- N.Y.", each published by Platts on or about the fifth Business Day of such calendar month (each an "Index" and collectively, the "Indices"). The Indices are intended by the Parties to reflect the price of natural gas in Middlesex County, New Jersey. In the event either Index ceases to be published or ceases to be determined substantially as such Index is determined on the Agreement Date, then the Parties shall meet as soon thereafter as possible to identify a replacement index or indices (as the case may be) with the intent of such replacement(s) being to represent the market price of natural gas in Middlesex County, New Jersey.

"Indemnified Party" shall have the meaning set forth in Section 12.1 hereof.

"Indemnifying Party" shall have the meaning set forth in Section 12.1 hereof.

"Interconnection Facilities" shall mean all apparatus required and associated equipment installed to interconnect and deliver electricity from the Facility to JCP&L's transmission system including, but not limited to, connection, transformation, switching, metering, communications and safety equipment, such as equipment required to protect (1) JCP&L's transmission system and its customers from faults occurring at the Facility and (2) the Facility from faults occurring on JCP&L's transmission system or on the systems of others to which JCP&L's transmission system is directly or indirectly connected. Interconnection Facilities shall also include any necessary additions and reinforcements to JCP&L's transmission system required as a result of the interconnection of the Facility to JCP&L's transmission system.

"Issuers" shall have the meaning set forth in the Recitals.

"ISO" shall mean any independent system operator of the PJM transmission system.

"JCP&L" shall mean Jersey Central Power & Light Company, a New Jersey corporation, and its permitted successors and assigns hereunder.

"JCP&L Discount" shall mean $5.50 per MWh of Contract Energy delivered to JCP&L pursuant to this Agreement from sources other than the Facility.

"JCP&L Discount Rate" shall mean the after-tax weighted average cost of capital ("WACC") that will be based on the before-tax WACC that will be set by the BPU in JCP&L's current rate proceeding, Docket No. ER02080506. The WACC set by the BPU will then be converted to an after-tax WACC using a combined federal and state income tax rate of 40.15%, as adjusted to reflect the current combined federal and state income tax rate, for the capital components that are tax-deductible, which rate the Parties agree shall be 8.46% for any prepayment pursuant to Section 4.2 hereof on or before the Effective Date and for the period between the Effective Date and the approval by the BPU of JCP&L's after-tax WACC pursuant to the current rate proceeding, Docket No. ER02080506, or as reset by the BPU as part of the most recent JCP&L proceeding.

"JCP&L Reorganization Event" shall mean (a) any consolidation, merger or other form of combination of JCP&L with any other Person, (b) the acquisition of a majority of the outstanding shares of JCP&L by any Person or (c) the sale, conveyance, lease, transfer or other disposition, in one transaction or a series of related transactions, including without limitation the transfer or "spin-off" of shares of a subsidiary (collectively, a "transfer"), affecting all or substantially all of the assets of JCP&L existing on the Agreement Date or hereafter acquired, other than transfers to or among wholly-owned subsidiaries of JCP&L. For purposes of this definition, the transfer, sale or other disposition of all or substantially all of the transmission and/or distribution assets of JCP&L, will, in either case, constitute a "JCP&L Reorganization Event."

"JCP&L Termination Payment" shall have the meaning set forth in Section 8.2(c) hereof.

"JCP&L Zonal Price" shall mean, for any hour, the daily "Day Ahead Hourly LMP" for deliveries to the "JCPL Zone" as posted on the "Daily Day-Ahead LMP" page on the PJM website at www.PJM.com (on the "Energy" page, under "Markets"). If such price should ever cease to be so published, then the Parties shall agree in writing to a regularly published comparable substitute price.

"JCP&L Zone" shall mean all of the nodal points within the PJM transmission system comprising the "JCPL Zone" as designated by PJM from time to time.

"Junior Indenture" shall have the meaning set forth in the Recitals.

"Junior Secured Notes" shall have the meaning set forth in the Recitals.

"Junior Trustee" shall have the meaning set forth in the Recitals.

"Late Payment Rate" shall have the meaning set forth in Section 4.6 hereof.

"Libor" shall have the meaning set forth in Section 4.5(b) hereof.

"LMP" for any PJM nodal point for any hour on any day (either a previous day or the prompt day) shall mean the price ($/MWh) at such PJM nodal point as reported on the PJM website at www.PJM.com on the "Energy" page (under "Markets") under the "Daily Day-Ahead LMP" for such nodal point on such date and time. If such price should ever cease to be so published, then the Parties shall agree in writing to a regularly published comparable substitute price.

"Market Seller" shall have the meaning set forth in Schedule 1 to the PJM Agreement.

"Minimum Energy Price Discount" for any calendar year shall mean the product of (i) $4.50 and (ii) the Annual Energy Quantity, which amounts are set forth on Part 2 of Schedule A hereof.

"Model" shall have the meaning set forth in Part I of Schedule B hereof.

"Monthly Discount Factor" for any calendar month during the Term shall mean $4.50 per MWh, as such amount may be adjusted from time to time in accordance with any prepayment as provided in Section 4.2 and Schedule D hereof.

"Monthly Henry Hub Futures" shall have the meaning set forth in Part I of Schedule B hereof.

"Monthly Minimum Energy Price Discount" for any calendar month during the Term shall mean the product of (i) the number of MWhs to be delivered to JCP&L during such month as set forth in Schedule C hereof and (ii) the Monthly Discount Factor.

"Moody's" shall mean Moody's Investors Service, Inc., and any successor thereto.

"Must-Run Order" shall have the meaning set forth in Section 5.3(c) hereof.

"MW" shall mean a megawatt.

"MWh" shall mean a megawatt-hour. One MWh shall equal 1,000 kWh.

"NEA" shall mean Northeast Energy Associates, A Limited Partnership and its permitted successors and assigns hereunder.

"NELLC" shall mean Northeast Energy, LLC, a Delaware limited liability company, and its permitted successors and assigns hereunder.

"NELP" shall mean Northeast Energy, LP, a Delaware limited partnership, and its permitted successors and assigns hereunder.

"NERC Holiday" shall mean New Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.

"Net Capability" shall have the meaning set forth in Section 5.3(a) hereof.

"New Jersey Competition Act" shall have the meaning set forth in the Recitals.

"NJEA" shall mean North Jersey Energy Associates, A Limited Partnership, a New Jersey limited partnership, and its permitted successors and assigns hereunder.

"NJEA Termination Payment" shall have the meaning set forth in Section 8.2(b) hereof.

"Offer Data" shall have the meaning set forth in Schedule 1 to the PJM Agreement.

"Off-Peak Heat Rate" shall mean 9.528 MMBtu/MWh.

"Off-Peak Hours" shall mean the eight-hour period beginning at 2300 (for the hour ending at 2400 hours) on the day prior to delivery and ending at 0700 hours (for the hour ending at 0700 hours) on the day of delivery, Eastern Prevailing Time on each Business Day and all hours on each Saturday, Sunday and NERC Holiday.

"On-Peak Heat Rate" shall mean 13.059 MMBtu/MWh.

"On-Peak Hours" shall mean the sixteen-hour period beginning at 0700 hours (for the hour ending at 0800 hours) and ending at 2300 hours (for the hour ending at 2300 hours) on the day of delivery, Eastern Prevailing Time on each Business Day.

"Party" and "Parties" shall have the meaning set forth in the first paragraph of this Agreement.

"Person" shall mean an individual, partnership, corporation, limited liability company, limited liability partnership, limited partnership, association, trust, unincorporated organization, or a government authority or agency or political subdivision thereof.

"PJM" shall mean Pennsylvania-New Jersey-Maryland Interconnection L.L.C. and any successor organization (including any ISO).

"PJM Agreement" shall mean the Amended and Restated Operating Agreement of PJM dated as of June 2, 1997, as amended, modified, or supplemented from time to time and shall also include any successor agreement of PJM.

"PJM Manual" shall have the meaning set forth in Section 5.3(a) hereof.

"PJM Practices" shall mean the PJM practices and procedures for delivery and transmission of electricity and capacity and capacity testing in effect from time to time and shall include, without limitation, applicable requirements of the PJM Agreement.

"PJM Reconciliation Amount" shall have the meaning set forth in Section 4.4(c) hereof.

"Planned Outage" shall mean a partial or full interruption in the generating capability of the Facility due to the removal of a unit from service to perform work on specific components that is scheduled well in advance and has a predetermined date and estimated duration (such as annual overhauls, inspections, and testing).

"Prepayment Amount" shall have the meaning set forth in Section 4.2(a) hereof.

"Prepayment Date" shall mean the date of prepayment specified in a Prepayment Notice, which shall be no more than seventy-five (75) and no fewer than forty-five (45) days from the date of such Prepayment Notice.

"Prepayment Notice" shall have the meaning set forth in Section 4.2(a) hereof.

"Prepayment Rate" shall have the meaning set forth in Section 4.2(b) hereof.

"Prepayment Right" shall have the meaning set forth in Section 4.2(a) hereof.

"Prepayment Spreadsheet" shall have the meaning set forth in Schedule D hereof.

"Protective Apparatus" shall mean such equipment and apparatus, including but not limited to protective relays, circuit breakers and the like, necessary or appropriate to isolate the Facility from JCP&L's transmission system consistent with those practices, methods, standards and equipment commonly used, from time to time, in prudent electrical engineering and operations to operate electrical equipment lawfully and with safety, dependability and efficiency in accordance with the national Electrical Safety Code, the National Electrical Code and any other applicable federal, state and local codes.

"Prudent Utility Practices" shall have the meaning set forth in Part II of Schedule H hereof.

"PSE&G" shall mean Public Service Electric and Gas Company, and its permitted successors and assigns under the PSE&G Agreement.

"PSE&G Agreement" shall mean the Gas Purchase and Sales Agreement between NJEA and PSE&G dated May 4, 1989 as amended, modified, or supplemented from time to time.

"PSE&G Interruption Right" shall have the meaning set forth in Section 3.6(d) hereof.

"PURPA" shall mean the Public Utility Regulatory Policies Act of 1978, as amended.

"QF" shall have the meaning set forth in Section 15.2(a)(ii) hereof.

"Qualified Transferee" shall have the meaning set forth in Section 5.3(b) hereof.

"Rejected Power" shall have the meaning set forth in Section 3.7 hereof.

"Replacement Period" shall mean the period beginning on the date this Agreement is terminated pursuant to Section 8.2 hereof and ending at 11:59 p.m. August 13, 2011.

"Replacement Power" shall mean electricity purchased by JCP&L and delivered to the Delivery Point as replacement for any Delivery Shortfall. Replacement Power shall not include Contract Energy delivered to JCP&L on behalf of NJEA pursuant to Section 3.1 hereof.

"Replacement Price" shall mean the lesser of (A) the price at which JCP&L, acting in a commercially reasonable manner, purchases Replacement Power, plus (i) transaction and other administrative costs reasonably incurred by JCP&L in purchasing such Replacement Power and (ii) additional transmission charges, if any, reasonably incurred by JCP&L to transmit Replacement Power to the Delivery Point, or (B) the LMP at the Delivery Point for such Replacement Power; provided, however, that in no event shall such price include any penalties, ratcheted demand or similar charges, nor shall JCP&L be required to utilize or change its utilization of its owned or controlled assets or market positions to minimize NJEA's liability.

"Resale Damages" shall have the meaning set forth in Section 3.7 hereof.

"Resale Price" shall mean, without duplication, (i) the price at which NJEA, acting in a commercially reasonable manner, sells or is paid for Rejected Power, plus (ii) transaction and other administrative costs reasonably incurred by NJEA in re-selling such Rejected Power; provided, however, that in no event shall NJEA be required to utilize or change its utilization of the Facility or its other assets or market positions in order to minimize JCP&L's liability for Rejected Power.

"Restructuring" shall mean the consummation by JCP&L, NJEA, NELP and other necessary Persons of the amendment of the Existing PPA, the execution, delivery and performance of this Agreement and the Execution Agreement and the satisfaction or waiver of the conditions precedent set forth in the Execution Agreement.

"Senior Indenture" shall have the meaning set forth in the Recitals.

"Senior Secured Notes" shall have the meaning set forth in the Recitals.

"Senior Trustee" shall have the meaning set forth in the Recitals.

"S&P" shall mean Standard & Poor's Ratings Group, a division of McGraw Hill, Inc., and any successor thereto.

"Special Facilities" shall have the meaning set forth in Part I of Schedule H hereof.

"Supply Notice" shall have the meaning set forth in Section 3.4(e) hererof.

"System Emergency" shall mean the existence of a physical or operational condition and/or the occurrence of an event on the JCP&L transmission system or the PJM transmission system which in JCP&L's or PJM's reasonable judgment consistent with Prudent Utility Practices and applied in a non-discriminatory manner is: (i) imminently likely to endanger life or property or (ii) impairs and/or imminently will impair: (a) JCP&L's ability to discharge its statutory obligation(s) to provide safe, adequate and proper service to its customers; or (b) the safety and/or reliability of JCP&L's or PJM's transmission system. System Emergency shall include a minimum generation emergency declaration by PJM that meets the requirements specified in the previous sentence.

"Term" shall have the meaning set forth in Section 2.2 hereof.

"VER" shall have the meaning set forth in Section 4.5(a) hereof.

2. EFFECTIVE DATE; TERM

2.1 Effective Date.

The "Effective Date" of this Agreement shall be the Closing Date under the Execution Agreement.

2.2 Term.

(a) The "Term" of this Agreement shall mean the period from and including 11:59 p.m. (Eastern Prevailing Time) on the Effective Date through and including 11:59 p.m. (Eastern Prevailing Time) on August 13, 2011, unless this Agreement (i) is sooner terminated in accordance with the provisions hereof, or (ii) is extended pursuant to Section 2.2(c) below.

(b) At the expiration of the Term, the Parties shall no longer be bound by the terms and provisions hereof, except (i) to the extent necessary to provide invoices and make payments with respect to Contract Energy or Capacity delivered prior to such expiration or termination, (ii) to the extent necessary to enforce the rights and the obligations of the Parties arising under this Agreement before such expiration or termination and (iii) the obligations of the Parties hereunder with respect to confidentiality and indemnification shall survive the expiration or termination of this Agreement and shall continue for a period of two (2) calendar years following such expiration or termination.

(c) JCP&L may, upon written notice to NJEA delivered not later than twelve (12) months prior to the initial expiration date set forth in Section 2.2(a) above, extend the Term hereof for a period of up to five (5) years upon the terms and conditions set forth herein, except for the Energy Price to be paid for Contract Energy and Capacity provided hereunder, which shall be determined by mutual agreement of JCP&L and NJEA. If the Parties are unable to reach such an agreement, the Term hereof shall not be so extended.

3. DELIVERY OF CONTRACT ENERGY

3.1 Obligation to Sell and Purchase Contract Energy.

During the Term, NJEA shall sell and deliver, and JCP&L shall purchase and receive, firm electricity in the amounts set forth in Section 3.3(a) hereof and otherwise in accordance with the terms and conditions of this Agreement ("Contract Energy"). JCP&L shall not be required to accept electricity delivered in excess of the limitations set forth in Section 3.3(a) hereof ("Excess Deliveries"); provided, however, that if JCP&L accepts Excess Deliveries, JCP&L shall pay to NJEA the hourly LMP ($/MWh) at the Delivery Point for such Excess Deliveries (the "Excess Delivery Charge") (the foregoing being JCP&L's sole remedy in respect of Excess Deliveries). The Excess Delivery Charge shall be invoiced and paid as provided in Section 4.1 hereof. Contract Energy delivered to JCP&L by NJEA or on behalf of NJEA by NJEA's suppliers, designees or any other Person (including, without limitation, PJM), shall be deemed delivered by NJEA her eunder and NJEA shall be solely responsible for any costs payable to its suppliers for such delivery.

3.2 Characteristics.

Contract Energy delivered by NJEA to JCP&L at the Delivery Point shall be in the form of three (3)-phase, sixty (60) Hertz, alternating current and otherwise in the form required by PJM Practices.

3.3 Quantities and Hourly Limitations.

(a) During the Term, NJEA shall deliver to JCP&L, at the Delivery Point, Contract Energy (i) in an amount equal to the applicable Annual Energy Quantity in each calendar year, and (ii) in the monthly quantities determined pursuant to Schedule A hereof in each calendar month (which amount shall be pro-rated for the first and last partial month of the Term). The Annual Energy Quantity, the monthly quantities determined pursuant to Schedule A hereof and the hourly delivery requirements shall each be adjusted to reflect delivery interruptions excused by this Agreement.

(b) Hourly deliveries of Contract Energy by NJEA to JCP&L hereunder (i) shall equal 250 MW for the months of December through March and June through September during On-Peak Hours and Off-Peak Hours, and (ii) shall equal 200 MW for the months of April, May, October and November during On-Peak Hours and Off-Peak Hours.

(c) Notwithstanding the foregoing, any decrease in deliveries of Contract Energy hereunder due to AGC activities shall not constitute a violation of the provisions of Section 3.3(a) or (b) hereof as more particularly provided in Section 3.6(e) hereof.

3.4 Schedules; Bidding; Metering; Operations and Interconnection.

(a) (i) NJEA shall schedule and bid deliveries of Contract Energy delivered hereunder with PJM in accordance with all PJM requirements applicable thereto. JCP&L shall cooperate with NJEA in connection with any such scheduling and bidding and shall promptly provide telemetering and other information reasonably requested by NJEA for the purpose of assisting NJEA with its scheduling and bidding obligations hereunder. The Parties acknowledge that JCP&L was obligated to schedule and bid deliveries of electricity under the Existing PPA and that in connection with NJEA's obligation to schedule and bid deliveries of Contract Energy delivered hereunder pursuant to this Section 3.4(a)(i), JCP&L shall, upon the reasonable request of NJEA, provide reasonable assistance to NJEA in order to implement the transition of such scheduling and bidding obligations from JCP&L to NJEA. In accordance with current PJM scheduling requirements NJEA shall submit all final schedules for Contract Energy via the P JM eSchedule system and JCP&L shall confirm all such schedules, in each case, before the PJM deadline applicable thereto. In connection with any change in the Delivery Point for Contract Energy to be delivered hereunder, NJEA shall provide JCP&L with a final daily schedule for deliveries of Contract Energy to the new Delivery Point in accordance with all PJM requirements applicable thereto. NJEA shall not schedule for delivery any amount that exceeds the delivery rates specified in Section 3.3 hereof.

(ii) NJEA shall schedule Contract Energy deliveries and designate one or more Delivery Points hereunder in its discretion.

(iii) On or before the Effective Date, NJEA shall enter Capacity in the amount of 250 MW per day for each day during the Term into PJM's eCapacity system in order to satisfy its Capacity obligation to JCP&L for the full Term; provided, however, (A) if PJM will not permit scheduling of Capacity for the full Term then NJEA shall schedule Capacity in the amount of 250 MW per day for the maximum period permitted by PJM and shall submit supplemental schedules to provide for the scheduling of Capacity to be delivered hereunder for the remainder of the Term, (B) the foregoing commitment shall not (1) abrogate the rights of NJEA under Section 5.1 hereof or (2) limit NJEA's ability to schedule Capacity deliveries on a daily or other interim basis in its sole discretion, (C) to the extent NJEA must deliver more than 250 MW of Capacity per day, NJEA shall periodically schedule deliveries of such additional amounts so as to satisfy its Capacity delivery obligation under this Agreement and (D) if and to the e xtent the Capacity Requirement is less than 250 MW per day as a result of the occurrence of applicable events described in Section 5.1 hereof, then the 250 MW amounts described in the foregoing provisions of this Section 3.4(a)(iii) shall be an amount equal to the reduced Capacity Requirement.

(iv) If JCP&L receives revenues, credits or other compensation from PJM for services provided by, or relating to, the Facility that NJEA is entitled to receive in accordance with the terms of this Agreement, then JCP&L shall hold in trust and promptly pay such revenues, credits or other compensation over to, or credit the amount of such revenues, credits or other compensation to, NJEA and shall take any action reasonably requested by NJEA in order to cause such revenues, credits or other compensation to be paid or credited directly to NJEA.

(b) The Parties agree to use commercially reasonable efforts to comply with all applicable PJM Practices in connection with the scheduling and delivery of Contract Energy and Capacity hereunder.

(c) The obligations of the Parties with respect to the metering of electricity generated at the Facility and delivered to the Facility Bus are set forth in Schedule G hereof.

(d) The obligations of the Parties with respect to (i) Facility interconnection and (ii) Facility operational matters are set forth in Schedules H and I hereof; provided, however, that if the provisions of Schedule I conflict with the other provisions of this Agreement, the conflicting provisions of Schedule I shall not apply and the other provisions of this Agreement shall control.

(e) NJEA shall provide JCP&L with a written notice of its intent to supply Contract Energy from the Facility by no later than noon on the day before such delivery (the "Supply Notice"). No Supply Notice shall cover more than a seven (7) day period. NJEA may alter its Supply Notice up until noon on the day before such delivery. Notwithstanding the delivery of a final Supply Notice pursuant to the preceding sentence, NJEA may supply the Contract Energy which is the subject of the Supply Notice from the Facility or a source other than the Facility. On any day following a day in which NJEA did not give a Supply Notice of its intent to supply Contract Energy from the Facility (evincing an intent to supply the Contract Energy from a source other than the Facility) and NJEA chooses to dispatch the Facility, NJEA shall not be entitled to the rights provided in Section 3.6(c) hereof in the event of a Forced Outage for such delivery day.

3.5 Sales for Resale.

All Contract Energy delivered by NJEA to JCP&L hereunder shall be sales for resale, with JCP&L reselling such Contract Energy. JCP&L shall provide NJEA with any certificates reasonably requested by NJEA to evidence that the deliveries of Contract Energy hereunder are sales for resale.

3.6 Failure of NJEA to Deliver Scheduled Contract Energy; Cover Damages.

(a) In the event NJEA fails to deliver Contract Energy it is obligated to deliver hereunder and such failure is not excused under the terms of this Agreement (such undelivered Contract Energy to be referred to herein as the "Delivery Shortfall"), then NJEA shall pay JCP&L, on the date payment would otherwise be due in respect of the month in which the failure occurred, an amount for such deficiency equal to the Cover Damages. "Cover Damages" means an amount equal to (i) the positive difference, if any, between (x) the Replacement Price ($/MWh) multiplied by the quantity (in MWh) of the Delivery Shortfall, minus (y) the Energy Payment that would have been paid pursuant to Section 4.1 hereof had the Delivery Shortfall been delivered, plus (ii) any applicable penalties assessed by PJM against JCP&L as a direct result of NJEA's failure to deliver such Contract Energy. Except as otherwise provided in Section 8.2 hereof, the damages p rovided in this Section 3.6 shall be the sole and exclusive remedy of JCP&L for any failure of NJEA to deliver Contract Energy that it is obligated to deliver hereunder. The invoice for the amount payable pursuant to this Section 3.6 shall include a written statement explaining in reasonable detail the calculation of such amount.

(b) All Cover Damages payable by NJEA pursuant to this Section 3.6 shall be paid by netting such amounts against amounts otherwise payable by JCP&L to NJEA hereunder. Each Party reserves to itself all rights, counterclaims and, except as provided in Section 3.6(a) and 3.7 hereof, other remedies and defenses consistent with this Agreement which such Party has or may be entitled to arising from or out of this Agreement.

(c) Notwithstanding any other provision of this Agreement to the contrary, during any Planned Outage or Forced Outage the failure by NJEA to deliver or cause to be delivered Contract Energy to JCP&L shall be excused and shall not constitute a Delivery Shortfall hereunder. NJEA shall only schedule Planned Outages during the calendar months of March, April, October and November. Upon the occurrence of a Forced Outage, NJEA (1) may, but shall not be obligated to, commence delivery of Contract Energy from a source other than the Facility for all or a portion of the Forced Outage and (2) shall not deliver electricity from the Facility to any third party for the duration of the Forced Outage. NJEA shall use its best efforts to overcome or cure any Forced Outage promptly after the occurrence thereof and shall, upon prior written notice from JCP&L, provide representatives of JCP&L with access to the Facility at reasonable times for the purpose of inspecting NJEA's repair efforts; provided that such acce ss shall be at JCP&L's sole cost and shall not interfere with NJEA's normal business operations or repair efforts. A Forced Outage shall not constitute a Force Majeure hereunder and NJEA shall not be obligated to deliver Contract Energy from a source other than the Facility in order to overcome or mitigate the effects of a Forced Outage. If a Forced Outage occurs and NJEA does not deliver Contract Energy from a source other than the Facility during such Forced Outage, then as early as commercially practicable but in no event later than two (2) Business Days after the initial occurrence of the Forced Outage, NJEA shall provide JCP&L preliminary telephonic notice of the occurrence of the Forced Outage promptly (but in no event later than ten (10) Business Days after the initial occurrence of the Forced Outage) followed by written notice. The written notice shall specify the nature and, if known, cause of the Forced Outage, its anticipated effect on the ability of NJEA to deliver Contract Energy to JCP& amp;L hereunder and the estimated duration of such Forced Outage.

(d) The Parties acknowledge that PSE&G is the supplier of natural gas to the Facility pursuant to the PSE&G Agreement and that Article 7 of the PSE&G Agreement entitles PSE&G to interrupt transportation and supply services for natural gas to the Facility (the "PSE&G Interruption Right"). The Parties agree that upon exercise of the PSE&G Interruption Right, NJEA will use best efforts to obtain replacement natural gas in order to satisfy its Contract Energy delivery obligations hereunder. If, despite NJEA's best efforts, replacement natural gas is not available for purchase by NJEA and delivery to the Facility, the failure by NJEA to deliver Contract Energy to JCP&L due to the unavailability of natural gas resulting from exercise of the PSE&G Interruption Right shall be excused and shall not constitute a Delivery Shortfall hereunder. NJEA's obligation to use "best efforts" to obtain replacement natural gas pursuant to this Section 3.6(d) shall obligate it t o exercise diligent and consistent efforts and make substantial expenditures to acquire replacement natural gas but shall not require it to deliver Contract Energy from a source other than the Facility to JCP&L to avoid a Delivery Shortfall. The provisions of this Section 3.6(d) do not address, and shall not excuse, any Delivery Shortfall resulting from the failure by NJEA to generate Contract Energy at the Facility using replacement natural gas obtained by it in satisfaction of the forgoing best efforts obligation or the failure to deliver such Contract Energy to JCP&L to the extent required by the other provisions of this Agreement.

(e) The Parties acknowledge that, during any time when the Facility is operating and generating electricity, PJM or the ISO (as applicable) shall have the right to exercise Automatic Generation Control ("AGC") that may, per hour, (i) increase or decrease the amount of electricity generated at the Facility by up to 3 MW. NJEA shall be entitled to all AGC Credits related to times when the Facility is operating and generating electricity. Notwithstanding the foregoing, if the cumulative amount of AGC Credits received during any calendar year during the Term exceeds $200,000 (the "AGC Annual Threshold"), JCP&L shall receive a credit against amounts it owes to NJEA hereunder which credit shall be an amount equal to any AGC Credits received by NJEA during such calendar year in excess of the AGC Annual Threshold. NJEA shall provide JCP&L with a statement within fifteen (15) calendar days after the end of each calendar year, setting forth the amount of AGC Credits earned by NJEA in such calendar year and any credits owed to JCP&L for such calendar year pursuant to this Section 3.6(e). Upon JCP&L's reasonable request, NJEA shall provide JCP&L with supporting documentation confirming the amount of AGC Credits earned by NJEA in such calendar year. Any credits owed to JCP&L pursuant to this Section 3.6(e) shall offset amounts otherwise payable by JCP&L to NJEA in the following billing periods. The provisions of Section 3.4(a)(iv) hereof shall be applicable to any and all AGC Credits. In the event of an AGC decrease, the non-delivery of Contract Energy in the amount of the AGC decrease (up to 3 MW per hour) shall not constitute a Delivery Shortfall hereunder.

3.7 Failure by JCP&L to Accept Delivery of Contract Energy; Resale Damages.

If JCP&L fails to accept all or part of the Contract Energy it is obligated to accept hereunder and such failure to accept is not excused under the terms of this Agreement (such Contract Energy is referred to herein as "Rejected Power"), then JCP&L shall pay NJEA, on the date payment would otherwise be due in respect of the month in which the failure occurred, an amount for such deficiency equal to the Resale Damages. "Resale Damages" means an amount equal to (i) the positive difference, if any, between (x) the Energy Payment that would have been paid pursuant to Section 4.1 hereof for such Rejected Power, had it been accepted, minus (y) the Resale Price ($/MWh) multiplied by the quantity (in MWh) of Rejected Power resold by NJEA, plus (ii) any applicable penalties assessed by PJM against NJEA as a direct result of JCP&L's failure to accept such Contract Energy. Except as otherwise provided in Section 8.2 hereof, the damages provided in this Section 3.7 shall be the sole and exclusive remedy of NJEA for any failure of JCP&L to accept delivery of Contract Energy that it is obligated to accept hereunder.

3.8 Delivery Point.

(a) All Contract Energy shall be delivered by NJEA to JCP&L hereunder at either (i) the Facility Bus, (ii) any nodal point included within the JCP&L Zone, (iii) the JCP&L Zone or (iv) any other delivery point mutually agreed to by the Parties (the "Delivery Point"). In the event PJM or its successor no longer recognizes a nodal point that was part of the JCP&L Zone on the Agreement Date, such nodal point shall be a Delivery Point for purposes of this Agreement and NJEA shall be permitted to deliver Contract Energy to such nodal point notwithstanding its subsequent exclusion from the nodal points included in the JCP&L Zone by PJM.

(b) If NJEA is unable to deliver Contract Energy to any designated Delivery Point due to the unavailability of transmission service or transmission service interruptions or due to a problem with a supplier, then JCP&L shall, at no additional out-of-pocket cost to JCP&L, use commercially reasonable efforts to make available or accept alternate delivery points reasonably requested by NJEA for the delivery of Contract Energy hereunder ("Alternate Delivery Points"); provided, however, that the failure, after commercially reasonable efforts, to make available or accept such Alternate Delivery Points as aforesaid shall not otherwise affect NJEA's rights and obligations hereunder.

(c) NJEA may deliver Contract Energy to one or more Alternate Delivery Points, at no additional out-of-pocket cost to JCP&L, for so long as one or more of the conditions described in Section 3.8(b) hereof continues if NJEA uses commercially reasonable efforts to provide JCP&L with reasonable prior notice to such effect (or such shorter period required as a result of an event of Force Majeure or as the Parties otherwise agree in writing, such agreement not to be unreasonably withheld).

(d) NJEA shall be responsible for all transmission charges, including applicable ancillary service charges, line losses, congestion charges and other PJM or applicable system costs or charges associated with transmission incurred, in each case, in connection with the delivery of Contract Energy to the Delivery Point or to any Alternate Delivery Point.

(e) JCP&L shall be responsible for all transmission charges, ancillary services charges, line losses, congestion charges and other PJM or applicable system costs or charges associated with transmission, incurred, in each case, in connection with the transmission of Contract Energy delivered under this Agreement from and after the Delivery Point or an Alternate Delivery Point (as the case may be), to any other location.

(f) Delivery of Contract Energy at any Delivery Point other than the Facility Bus shall result in a "Delivery Point Adjustment" to the Energy Payment. The Delivery Point Adjustment shall initially equal (x) -32 cents ($0.32) per MWh of Contract Energy delivered during On-Peak Hours; and (y) -12 cents ($0.12) per MWh of Contract Energy delivered during Off-Peak Hours. At the end of each calendar year, the Actual Delivery Point Differential for the calendar year just concluded shall be determined for (i) On-Peak Hours and (ii) Off-Peak Hours. If (x) the difference between the then applicable Delivery Point Adjustment and the Actual Delivery Point Differential is greater than 5 cents ($0.05) per MWh for either the On-Peak Hours or Off-Peak Hours (as applicable) and (y) during such calendar year at least five percent (5%) of Contract Energy delivered hereunder during On-Peak Hours or Off-Peak Hours (as applicable) is delivered to a Delivery Point other than the Facility Bus (th e "5% Threshold"), then for the forthcoming calendar year the Delivery Point Adjustment in effect for the prior calendar year for either or both categories of hours (as applicable) shall be increased or decreased by the difference and such adjusted amount shall be the Delivery Point Adjustment effective for the forthcoming calendar year. If deliveries of Contract Energy to Delivery Points other than the Facility Bus do not exceed the 5% Threshold for either On-Peak Hours or Off-Peak Hours during a particular year, the Delivery Point Adjustment for both On-Peak Hours and Off-Peak Hours shall remain unchanged. Examples of the intended operation and calculation of the Delivery Point Adjustment component of the Energy Payment are set forth on Schedule E hereof.

4. PAYMENTS FOR CONTRACT ENERGY

4.1 Payment for Contract Energy.

(a) All Contract Energy delivered to JCP&L under this Agreement shall be purchased by JCP&L at the Energy Price. Beginning on the Effective Date and continuing for the Term, JCP&L shall pay NJEA a monthly payment (the "Energy Payment") for Contract Energy delivered during such month in an amount equal to the sum of (A) (i) the product of the total Contract Energy (in MWh) delivered to JCP&L hereunder during such month, multiplied by (ii) the per-MWh Energy Price for each MWh of such delivered Contract Energy, plus (B) any Excess Delivery Charge, minus (C) the Monthly Minimum Energy Price Discount, plus or minus (D) the PJM Reconciliation Amount, plus (E) the applicable Delivery Point Adjustment (which may be a positive or negative number ($/MWh)) for each MWh of Contract Energy delivered to any Delivery Point other than the Facility Bus.

(b) The Energy Payment for each month shall be calculated in accordance with the following formula:

EP = (CEDp x EPp) + (CEDop x EPop) + EDC - MD +/- PRA + DPA

where: "EP" = Energy Payment for the month;

"CEDp" = Contract Energy delivered during On-Peak Hours during the month;

"EPp" = Energy Price for Contract Energy delivered during On-Peak Hours during the month;

"CEDop" = Contract Energy delivered during Off-Peak Hours during the month;

"EPop" = Energy Price for Contract Energy delivered during Off-Peak Hours during the month;

"EDC" = Excess Delivery Charge for Excess Deliveries during the month;

"MD" = Monthly Minimum Energy Price Discount;

"PRA" = PJM Reconciliation Amount for such month; and

"DPA" = the sum of the Delivery Point Adjustments for each MWh of Contract Energy delivered to a Delivery Point other than the Facility Bus during the month (which amount may be a positive or negative number, with a negative number decreasing the Energy Payment and a positive number increasing the Energy Payment).

4.2 Prepayment of Minimum Energy Price; JCP&L Discount Rate.

(a) During the three (3) year period commencing on the Effective Date, NJEA may, at its sole election and from time to time prepay all or any portion of the remaining Minimum Energy Price Discounts for the then remaining Term of the Agreement (the "Prepayment Right") by delivering a written notice (the "Prepayment Notice") to JCP&L of its election to prepay an amount (the "Prepayment Amount") on the Prepayment Date. If NJEA elects to exercise its Prepayment Right at any time after the Effective Date, then within two (2) Business Days following receipt by JCP&L of the Prepayment Notice, JCP&L shall provide NJEA with written notice of the then current JCP&L Discount Rate, including documentation supporting any change in the JCP&L Discount Rate from the JCP&L Discount Rate of 8.46% as of the Effective Date. Within two (2) Business Days following receipt by NJEA of such notice indicating the proposed JCP&L Discount Rate, NJEA shall provide JC P&L with written notice of (i) the new Prepayment Rate and new Monthly Discount Factor that will be applicable following the then proposed prepayment or (ii) NJEA's intent to postpone or cancel the proposed prepayment or (iii) any dispute regarding JCP&L's proposed JCP&L Discount Rate (which dispute shall be resolved as provided in Article 10 hereof). Within two (2) Business Days following receipt by JCP&L of NJEA's notice of the new Prepayment Rate and new Monthly Discount Factor, or in the case of a dispute, the resolution of such dispute and receipt by JCP&L of NJEA's calculation of the new Prepayment Rate and new Monthly Discount Factor that will be applicable following the then proposed prepayment, JCP&L shall advise NJEA of any dispute related to the calculation thereof (such dispute to be resolved as provided in Article 10 hereof). In the absence of any dispute as described in the preceding sentence or, if such dispute exists, upon the resolution thereof in accord ance with the provisions of Article 10 hereof, NJEA may proceed with the prepayment as described below.

(b) In the event NJEA elects to exercise the Prepayment Right at any time after the Effective Date, provides JCP&L with a Prepayment Notice and pays the Prepayment Amount on the Prepayment Date, such Prepayment Amount shall be converted into a specific amount ($/MWh) in accordance with Schedule D hereof (calculated using the JCP&L Discount Rate, the Prepayment Date and the Prepayment Amount) (the "Prepayment Rate"). Such Prepayment Rate shall reduce the Monthly Discount Factor in effect immediately prior to the prepayment in accordance with Exhibit A to Schedule D hereof and the adjusted Monthly Discount Factor shall be applicable as of the Prepayment Date.

(c) Notwithstanding any other provision of this Section 4.2, the Parties agree and acknowledge that (i) NJEA shall be entitled (but shall not be obligated) to exercise the Prepayment Right on the Effective Date without delivering a Prepayment Notice to JCP&L and (ii) for the purposes of this Agreement the JCP&L Discount Rate for any prepayment pursuant to Section 4.2 hereof on or before the Effective Date shall be 8.46%.

4.3 Statements.

(a) For each month during the Term, JCP&L shall prepare and present to NJEA, on or before the twentieth (20^th) day of the subsequent month, a statement (in $/kWh) for Contract Energy and Capacity delivered to JCP&L during such month in accordance with Article 4 hereof. Such statement shall indicate (1) the total MWhs of Contract Energy and Capacity delivered or supplied during the month, (2) the calculation of the Energy Price for such Contract Energy and any Delivery Point Adjustment applicable in respect of such month pursuant to Section 3.8(f) hereof and (3) any applicable credits or amounts payable to either Party pursuant to Sections 3.6, 3.7, 4.1, and 5.2 hereof or any other provision of this Agreement. All invoices and statements for amounts payable by one Party to the other Party under this Agreement shall be in $/kWh.

(b) On or before the fifteenth (15^th) day following the end of each month during the Term, NJEA shall provide written notice to JCP&L of the amount of Contract Energy delivered to JCP&L hereunder during the preceding month that was delivered from sources other than the Facility. On or before the fifteenth (15^th) day following the end of each calendar year during the Term (or partial calendar year, as applicable), NJEA shall provide written notice to JCP&L of the amount of Contract Energy delivered to JCP&L hereunder during the preceding calendar year (or partial calendar year, as applicable) that was delivered from sources other than the Facility. If for any calendar year (including, without limitation, the first and last partial calendar years of the Term) the product of the JCP&L Discount multiplied by the number of MWhs of Contract Energy delivered to JCP&L hereunder during such calendar year (or partial calendar year, as applicable) by or on behalf of NJEA f rom sources other than the Facility is greater than the Minimum Energy Price Discount for such calendar year, then such difference shall be deducted from the amount payable by JCP&L hereunder for the next succeeding month or in the case of the last year of the Term, the end of Term invoice for Contract Energy delivered for the last month of the Term (which month could be a full or partial calendar month).

4.4 Payment and Disputes; Reconciliation with PJM.

(a) Unless otherwise agreed by the Parties, payment of amounts reflected in a statement rendered pursuant to Section 4.3 hereof shall be due and payable on or before the last Business Day of the month in which the statement is delivered to NJEA. Payments shall be made by wire transfer to an account designated by NJEA in a notice delivered to JCP&L, or in the case of a payment due to JCP&L, to an account designated by JCP&L in the statement or in a written notice delivered to NJEA.

(b) In the event NJEA disputes all or any part of a statement delivered to it pursuant to Section 4.3 hereof, NJEA shall notify JCP&L of the basis for the dispute in writing, accompanied by supporting documentation, within a thirty (30) day period from receipt of such statement. Upon receipt of notice of the dispute and supporting documentation, JCP&L shall have thirty (30) days from receipt of such notice to resolve any dispute with NJEA. In the event the dispute is not resolved within the thirty (30) day period, either Party may submit the matter to arbitration for resolution in accordance with Article 10 hereof. In the event of any dispute regarding a statement, the undisputed portion thereof shall be paid when due as if there were no dispute, and the disputed portion shall not be due until the dispute is resolved in favor of the Party claiming entitlement to payment. The disputed amount of any statement shall accrue interest at the Late Payment Rate from the date payment of su ch amount would have been due absent the dispute with respect to such amount until the date payment is made.

(c) In the event that PJM billing and reconciliation statements issued pursuant to the PJM Agreement contain information relating to deliveries of Contract Energy or Capacity hereunder that differ from the information for the same period contained in statements generated by JCP&L pursuant to Section 4.3 hereof, then the dollar amount of such difference (the "PJM Reconciliation Amount") shall be added to or subtracted from (as appropriate) the Energy Payment calculated pursuant to Section 4.1 hereof for the next billing month. Upon request by NJEA, JCP&L shall promptly provide to NJEA any PJM reconciliation statements, notices, invoices, and other records as are reasonably necessary to provide written substantiation of the quantities, prices, calculations and other pertinent data used by JCP&L in rendering the monthly statements pursuant to Section 4.3 hereof.

4.5 Variable Energy Rate Retroactive Application

(a) Effective as of February 1, 2003, and continuing through the earlier of (i) August 13, 2003 or (ii) the Effective Date of this Agreement, the variable energy rate as described and utilized in Section 3.1(a) and Appendix I of the Existing PPA (the "VER") shall be 5.700 cents/kWh. Effective as of August 14, 2003 and continuing through the earlier of (i) August 13, 2004 or (ii) the Effective Date of this Agreement, the VER shall be 4.177 cents/kWh, which was derived by dividing the arithmetic average of the monthly Gas Prices for the preceding calendar year (2002) by the arithmetic average of the monthly Gas Prices for the calendar year two (2) years prior (2001) and multiplying such quotient by the VER in effect immediately prior to such adjustment (5.700 cents/kWh) in accordance with the methodology provided in Schedule F hereof. VER shall have no effect for any purpose under this Agreement as of the day immediately following the Effective Date.

(b) As a result of retroactive application of the VER for the period beginning August 14, 2002 and ending at 11:59 p.m. (Eastern Prevailing Time) on January 31, 2003, JCP&L paid NJEA a lump sum payment of $9,221,335.03 on March 4, 2003, calculated by adding (i) $9,170,750.02 for power delivered to JCP&L by NJEA during such period, plus (ii) interest of $50,585.01, such interest having been calculated on the last day of each month of such period using the one month London Interbank Offered Rate ("Libor") as published in the Wall Street Journal under "Money Rates" on the last Business Day of such month plus 125 basis points (1.25%).

4.6 Interest on Late Payment.

If a payment is not received when due under this Agreement, the delinquent Party shall pay to the other Party interest on such unpaid amount which shall accrue from the due date until the date upon which payment in full is made at the prime lending rate as may from time to time be published in The Wall Street Journal under "Money Rates" on such day (or if not published on such day on the most recent preceding day on which published), plus two percent (2%) (the "Late Payment Rate").

4.7 Administrative Fee

The Parties hereby agree that NJEA shall pay JCP&L a monthly fee to compensate JCP&L for the administrative burden associated with this Agreement. The monthly administrative fee shall be an amount equal to (a) from the Effective Date through and including December 31, 2005, $2,000.00 per month (pro-rated for the first partial month of this Agreement) and (b) from January 1, 2006 through the remainder of the Term, $2,500.00 per-month (pro-rated for the last partial month of this Agreement). All administrative fees payable by NJEA pursuant to this Section 4.7 shall be paid by netting such amounts against amounts otherwise payable by JCP&L to NJEA hereunder.

5. CAPACITY; FACILITY OBLIGATIONS

5.1 Obligation to Provide Capacity.

During the Term, NJEA shall provide to JCP&L the Capacity Requirement from any source in NJEA's sole discretion in accordance with the terms and conditions of this Agreement. So long as the Facility is a PJM Capacity asset, the Capacity Requirement shall be the greater of 250 MW per day (unless modified as provided below in connection with any modifications or adjustments to PJM Practices) or the actual Facility Capacity as determined by PJM from time to time; provided, however, that any Facility Capacity that results from additions or improvements to the Facility after the Agreement Date shall not be included in the actual Facility Capacity determined by PJM from time to time. If a Party receives notice from PJM of a change in the actual Facility Capacity as determined by PJM from time to time, such Party shall promptly provide the other Party with notice of such change. The Parties have agreed to an initial Capacity Requirement of 250 MW based on historical generation levels at the Facility and PJM Pra ctices as of the Agreement Date for determining the amount of Capacity generated or provided by the Facility. If such PJM Practices are adjusted or modified in the future, the Parties agree to modify the Capacity Requirement hereunder to reflect the impact that such adjustments or modifications have on the Capacity available from the Facility. For example, if the modification reasonably results, or would have reasonably resulted, in the Facility realizing only 75% of the amount of Capacity generated or produced prior to this Agreement, then the Capacity Requirement shall be reduced by 25% as of the effective date of the adjustments or modifications of the PJM Practices. In the event that (i) there is no longer a market for Capacity or (ii) Capacity no longer has economic value to JCP&L, then the Capacity Requirement will be reduced accordingly or eliminated entirely, as appropriate, as determined by the Parties in their reasonable judgment, and to the extent of such reduction or elimination, NJ EA shall be released from its obligation under this Section 5.1. The Energy Payment shall not be reduced as a result of any reduction in the Capacity Requirement.

5.2 Failure of NJEA to Deliver Capacity; Remedy.

If NJEA fails to provide JCP&L with all or part of the Capacity Requirement it is required to provide pursuant to Section 5.1 hereof, and such failure is not excused under the terms of this Agreement, then the Capacity Damages associated with such Capacity Requirement delivery failure shall be deducted from amounts payable by JCP&L hereunder for the next succeeding month. "Capacity Damages" means an amount equal to (i) the replacement price for such Capacity Requirement in the PJM Daily Capacity Credit Market (as defined in the PJM Agreement or any product or market that becomes a surrogate therefor), plus (ii) any penalties assessed by PJM against JCP&L as a direct result of NJEA's failure to deliver the Capacity Requirement in accordance with Section 5.1 hereof. Except as otherwise provided in Section 8.2(a) hereof, the damages provided in this Section 5.2 shall be the sole and exclusive remedy of JCP&L for any failure of NJEA to deliver the Capacity Requirement hereunder and there shall be no other adjustment of the Energy Payment as a result of NJEA's failure to deliver such Capacity Requirement. The invoice for the amount payable hereunder shall include a written statement explaining in reasonable detail the calculation of such amount.

5.3 Obligations with Respect to Facility and Status as a PJM Market Seller.

(a) Except as provided in Section 5.1 hereof, throughout the Term NJEA shall (1) maintain its status as a Market Seller under the PJM Agreement, (2) submit to PJM the Offer Data with respect to the Facility as required pursuant to Schedule 1 to the PJM Agreement, and update such data as required by the PJM Agreement, and (3) maintain a "Net Capability" for the Facility of no less than 250 MW per day, as Net Capability is defined in, and pursuant to the requirements set forth in, the PJM Manual for Rules and Procedures for Determination of Generating Capability, dated as of August 23, 2000, as such manual may be amended from time to time (the "PJM Manual").

(b) Nothing in Section 5.3(a) nor in Article 13 hereof shall constitute a prohibition against or a restriction upon NJEA's ability to sell, transfer, lease, exchange, or otherwise dispose of the Facility, provided that (i) NJEA shall require, as a condition to the consummation of any such transaction, that the buyer, transferee, subsequent owner or lessee of the Facility shall agree to be bound by the covenants set forth in this Section 5.3 (including the covenant contained in this Section 5.3(b) to bind any subsequent transferees) and (ii) any such buyer, transferee, subsequent owner or lessee shall be at least as creditworthy as NJEA at the time of the sale, transfer, lease, exchange or other disposition and shall be a Person regularly engaged in the ownership or operation of electric generating facilities and be capable of operating the Facility in compliance with the covenants contained in this Section 5.3 (a "Qualified Transferee").

(c) In the event that PJM dispatches the Facility for reliability purposes at a time when the Facility would not otherwise be operational (a "Must-Run Order") and NJEA operates the Facility in accordance therewith, electricity delivered pursuant to the Must Run Order shall not be a delivery hereunder so long as NJEA has not scheduled the delivery of Contract Energy generated at the Facility to JCP&L. NJEA is entitled to deliver hereunder from the Facility during any time a Must-Run Order is effective and NJEA may (but shall not be obligated to) continue deliveries hereunder from a source other than the Facility simultaneously with deliveries from the Facility pursuant to the Must-Run Order. In the event PJM dispatches the Facility for reliability purposes at a time when the Facility is running or was intended to be run in order to deliver Contract Energy hereunder, then such deliveries shall be pursuant to this Agreement without regard to this Section 5.3(c) notwithstanding the PJM dispatch.

(d) Nothing in this Section 5.3 is intended to prohibit or preclude NJEA from selling or delivering all or any part of the Capacity, installed capacity or operating capacity of the Facility to any third party provided that such sale and delivery to a third party shall not diminish, relieve or modify NJEA's obligation to deliver Capacity to JCP&L in accordance with the terms of this Agreement and be available for dispatch in accordance with Section 5.3(c) hereof.

6. REPRESENTATIONS, WARRANTIES AND COVENANTS OF JCP&L

6.1 Representations and Warranties of JCP&L.

JCP&L hereby represents and warrants to NJEA as of the Effective Date as follows:

(a) Organization and Good Standing; Power and Authority. JCP&L is a corporation duly incorporated, validly existing and in good standing under the laws of the State of New Jersey. JCP&L has all requisite power and authority to execute, deliver, and perform its obligations under this Agreement.

(b) Due Authorization; No Conflicts. The execution and delivery by JCP&L of this Agreement, and the performance by JCP&L of its obligations hereunder, have been duly authorized by all necessary actions on the part of JCP&L and do not and, under existing facts and law, will not: (i) contravene its restated certificate of incorporation or any other governing documents; (ii) conflict with, result in a breach of, or constitute a default under any note, bond, mortgage, indenture, deed of trust, license, contract or other agreement to which it is a party or by which any of its properties may be bound or affected; (iii) assuming receipt of the Final Decision, violate any order, writ, injunction, decree, judgment, award, statute, law, rule, regulation or ordinance of any governmental authority or agency applicable to it or any of its properties; or (iv) result in the creation of any lien, charge or encumbrance upon any of its properties pursuant to any of the foregoing.

(c) Binding Agreement. This Agreement has been duly executed and delivered on behalf of JCP&L and, assuming the due execution hereof and performance hereunder by NJEA and, assuming receipt of the Final Decision, constitutes a legal, valid and binding obligation of JCP&L, enforceable against it in accordance with its terms, except as such enforceability may be limited by law or principles of equity.

(d) No Proceedings. Other than the BPU proceeding in connection with the Final Decision and (with respect to (ii) below) other than as set forth in JCP&L's Form 10-K for the year ended December 31, 2002, Forms 10-Q for the quarter ended March 31, 2003, and Forms 8-K through March 31, 2003, all as filed with the Securities and Exchange Commission, there are no actions, suits or other proceedings, at law or in equity, by or before any governmental authority or agency or any other body pending or, to the best of its knowledge, threatened against or affecting JCP&L or any of its properties (including, without limitation, this Agreement) which relate in any manner to this Agreement or any transaction contemplated hereby, or which JCP&L reasonably expects to lead to a material adverse effect on (i) the validity or enforceability of this Agreement or (ii) JCP&L's ability to perform its obligations under this Agreement.

(e) Consents and Approvals. Except for the Final Decision, the execution, delivery and performance by JCP&L of its obligations under this Agreement does not and, under existing facts and law, will not, require any approval, consent, permit, license or other authorization of, or filing or registration with, or any other action by, any Person which has not been duly obtained, made or taken, and all such approvals, consents, permits, licenses, authorizations, filings, registrations and actions are in full force and effect, final and non-appealable.

(f) Existing Agreement. Neither JCP&L nor, to the best of JCP&L's knowledge, NJEA is in default under the Existing PPA, and no condition exists that, with the passage of time, the giving of notice, or both, would constitute any such default.

(g) Negotiations. The terms and provisions of this Agreement are the result of arm's length and good faith negotiations on the part of JCP&L.

7. REPRESENTATIONS, WARRANTIES AND COVENANTS OF NJEA

7.1 Representations and Warranties of NJEA.

NJEA hereby represents and warrants to JCP&L as of the Effective Date as follows:

(a) Organization and Good Standing; Power and Authority. NJEA is a limited partnership validly existing and in good standing under the laws of the State of New Jersey and is duly authorized to transact business as a foreign limited partnership in each jurisdiction required in order to perform its obligations under this Agreement. NJEA has all requisite limited partnership power and authority to execute, deliver and perform its obligations under this Agreement.

(b) Due Authorization; No Conflicts. The execution and delivery by NJEA of this Agreement and the performance by NJEA of its obligations hereunder have been duly authorized by all necessary actions on the part of NJEA and its partners and do not and, under existing facts and law, will not: (i) contravene its partnership agreement or any other governing documents; (ii) conflict with, result in a breach of, or constitute a default under any note, bond, mortgage, indenture, deed of trust, license, contract or other agreement to which it is a party or by which any of its properties may be bound or affected; (iii) violate any order, writ, injunction, decree, judgment, award, statute, law, rule, regulation or ordinance of any governmental authority or agency applicable to it or any of its properties; or (iv) result in the creation of any lien, charge or encumbrance upon any of its properties pursuant to any of the foregoing.

(c) Binding Agreement. This Agreement has been duly executed and delivered on behalf of NJEA and assuming the due execution hereof and performance hereunder by JCP&L, constitutes a legal, valid and binding obligation of NJEA, enforceable against it in accordance with its terms, except as such enforceability may be limited by law or principles of equity.

(d) No Proceedings. Other than the BPU proceedings in connection with the Final Decision, there are no actions, suits or other proceedings, at law or in equity, by or before any governmental authority or agency or any other body pending or, to the best of its knowledge, threatened against or affecting NJEA or this Agreement.

(e) Consents and Approvals. The execution, delivery and performance by NJEA of its obligations under this Agreement do not and, under existing facts and law, will not, require any approval, consent, permit, license or other authorization of, or filing (except for informational filings with the Federal Energy Regulatory Commission) or registration with, or any other action by, any Person which has not been duly obtained, made or taken, and all such approvals, consents, permits, licenses, authorizations, filings, registrations and actions are in full force and effect, final and non-appealable.

(f) Existing Agreement. Neither NJEA nor, to the best of NJEA's knowledge, JCP&L is in default under the Existing PPA, and no condition exists that, with the passage of time, the giving of notice, or both, would constitute any such default.

(g) Negotiations. The terms and provisions of this Agreement are the result of arm's length and good faith negotiations on the part of NJEA.

8. BREACHES; REMEDIES

8.1 Events of Default; Cure Rights.

It shall constitute an event of default ("Event of Default") hereunder if:

(a) Representation or Warranty. Any representation or warranty set forth herein is not accurate and complete in all material respects as of the date made, unless such inaccuracy or incompleteness is capable of cure by the payment of money and is cured within thirty (30) days after written notice thereof is given by the non-defaulting Party to the defaulting Party, or unless such inaccuracy or incompleteness is not capable of cure by the payment of money, but is otherwise capable of cure, and the Party in default promptly begins and diligently and continuously pursues such cure activity.

(b) Payment Obligations. Any payment due and payable hereunder is not made on the date due, and such failure continues for more than five (5) Business Days after notice thereof is given by the non-defaulting Party to the defaulting Party.

(c) Other Covenants. Subject to Sections 3.6, 3.7, and 5.2 hereof, a Party fails to perform, observe or otherwise to comply with any obligation hereunder (other than as described in Section 8.1(b), Section 8.1(f), or Section 8.1(g) hereof) and such failure continues for more than thirty (30) days after notice thereof is given by the non-defaulting Party to the defaulting Party, or if such default is not capable of cure within thirty (30) days, the Party in default promptly begins such cure activity within such thirty (30) day period and diligently and continuously pursues the cure activity such that the failure is cured within ninety (90) days after notice thereof is given by the non-defaulting Party to the defaulting Party.

(d) JCP&L Bankruptcy. JCP&L (a) is adjudged bankrupt or files a petition in voluntary bankruptcy under any provision of any bankruptcy law or consents to the filing of any bankruptcy or reorganization petition against JCP&L under any such law, or (without limiting the generality of the foregoing) files a petition to reorganize JCP&L pursuant to 11 U.S.C. Section 101 or any similar statute applicable to JCP&L, as now or hereinafter in effect, or (b) makes an assignment for the benefit of creditors, or admits in writing an inability to pay its debts generally as they become due, or consents to the appointment of a receiver or liquidator or trustee or assignee in bankruptcy or insolvency of JCP&L, or (c) is subject to an order of a court of competent jurisdiction appointing a receiver or liquidator or custodian or trustee of JCP&L or of a major part of its property.

(e) NJEA Bankruptcy. NJEA (a) is adjudged bankrupt or files a petition in voluntary bankruptcy under any provision of any bankruptcy law or consents to the filing of any bankruptcy or reorganization petition against NJEA under any such law, or (without limiting the generality of the foregoing) files a petition to reorganize NJEA pursuant to 11 U.S.C. Section 101 or any similar statute applicable to NJEA, as now or hereinafter in effect, or (b) makes an assignment for the benefit of creditors, or admits in writing an inability to pay its debts generally as they become due, or consents to the appointment of a receiver or liquidator or trustee or assignee in bankruptcy or insolvency of NJEA, or (c) is subject to an order of a court of competent jurisdiction appointing a receiver or liquidator or custodian or trustee of NJEA or of a major part of its property.

(f) Material Delivery Failure of Contract Energy. NJEA fails to deliver Contract Energy as required hereunder to JCP&L for any period of three hundred sixty five (365) consecutive days for any reason other than as excused pursuant to the terms of this Agreement.

(g) Material Delivery Failure of Capacity. NJEA fails to deliver Capacity as required hereunder to JCP&L for any period of three hundred and sixty five (365) consecutive days for any reason other than as excused pursuant to the terms of this Agreement and fails to pay the Capacity Damages associated with such failure as and when due.

8.2 Termination; Termination Payment.

(a) If an Event of Default as described in either Section 8.1(b) hereof (payment default) pursuant to which the payment default exceeds $100,000.00 unless disputed in good faith and in accordance with Article 10, Section 8.1(f) hereof (i.e., Material Delivery Failure with respect to Contract Energy), or Section 8.1(g) hereof (i.e., Material Delivery Failure with respect to Capacity) is continuing on the sixtieth (60^th) day following the receipt by the defaulting Party of written notice provided by the non-defaulting Party to the defaulting Party of such Event of Default, then the non-defaulting Party may at any time after the expiration of the sixty (60) day cure period described above during which such Event of Default remains uncured terminate this Agreement by giving written notice thereof to the defaulting Party; provided, however, that any such termination by the non-defaulting Party shall not diminish nor discharge the payment obligation of the defaul ting Party which gives rise to such termination. Upon any such termination of this Agreement, NJEA shall have the right to sell or otherwise dispose of the Contract Energy or Capacity that was otherwise to be delivered to JCP&L hereunder in any manner it sees fit, free of any JCP&L interest therein. Except as provided in this Section 8.2(a), neither Party shall be entitled to terminate this Agreement due to an Event of Default by the other Party.

(b) If JCP&L terminates this Agreement pursuant to Section 8.2(a) due to an Event of Default by NJEA pursuant to Section 8.1(f) hereof (i.e., Material Delivery Failure with respect to Contract Energy) or pursuant to Section 8.1(g) hereof (i.e., Material Delivery Failure with respect to Capacity), then NJEA shall pay liquidated damages to JCP&L (the "NJEA Termination Payment"), which shall consist of (A) the mark-to-market value, if any, of the terminated Energy Payment obligation, as determined in a commercially reasonable manner, with the reference contract price being the Energy Price hereunder, reasonably adjusted to reflect changes in the expected Facility dispatch factor caused by changes in projected market prices (which is relevant in determining the projected deliveries from the Facility for Article 4 JCP&L discount purposes) and the market consisting of a reasonable estimation of the sum of the amounts that would be payable by JCP&L for electricity and Capacity during the Replacement Period from a replacement supplier in the amounts that would have been required to be delivered to JCP&L hereunder absent termination of this Agreement; plus (B) the total amount of Ancillary Termination Damages payable to JCP&L due to the termination. JCP&L shall provide NJEA with an invoice for the damages calculated in accordance with this Section 8.2(b) plus any additional amount owed to JCP&L in connection with such termination as described in Section 8.2(d) hereof which invoice shall set forth the calculation and substantiation for such amounts. NJEA shall pay the undisputed amount set forth in such invoice within thirty (30) days by wire transfer to an account designated by JCP&L in the invoice or in a written notice delivered to NJEA and, with respect to any disputed amount of such invoice, pursue dispute resolution proceedings as described in Section 4.4(b) and Article 10< /B> hereof. Such liquidated damages, which the Parties agree are reasonable, shall be payable on account of the substantial consideration received by NJEA as a result of this Agreement. The Parties agree, and shall take all necessary action to establish before any court or arbitral tribunal, that damages suffered by JCP&L as a result of an Event of Default on the part of NJEA hereunder and termination of this Agreement are reasonable and necessary to justly compensate JCP&L for its damages resulting from such Events of Default and termination of this Agreement.

(c) If NJEA terminates this Agreement pursuant to Section 8.2(a) hereof due to an Event of Default by JCP&L, then JCP&L shall pay liquidated damages to NJEA (the "JCP&L Termination Payment"), which shall consist of (A) the mark-to-market value, if any, of the terminated Energy Payment obligation, as determined in a commercially reasonable manner, with the reference contract price being the Energy Price hereunder, reasonably adjusted to reflect changes in the expected Facility dispatch factor caused by changes in projected market prices (which is relevant in determining the projected deliveries from the Facility for Article 4 JCP&L discount purposes) and the market consisting of a reasonable estimation of the sum of the amounts that would be payable to NJEA for the sale of electricity and Capacity during the Replacement Period to a replacement purchaser in the amounts that would have been required to be accepted by JCP&L hereunder absent termination of this Agreement; plus (B) the total amount of Ancillary Termination Damages payable to NJEA due to the termination. NJEA shall provide JCP&L with an invoice for the damages calculated in accordance with this Section 8.2(c) plus any additional amount owed to NJEA in connection with such termination as described in Section 8.2(d) hereof which invoice shall set forth the calculation and substantiation for such amounts. JCP&L shall pay the undisputed amount set forth in such invoice within thirty (30) days by wire transfer to an account designated by NJEA in the invoice or in a written notice delivered to JCP&L and, with respect to any disputed amount of such invoice, pursue dispute resolution proceedings as described in Section 4.4(b) and Article 10 hereof. Such liquidated damages, which the Parties agree are reasonable, shall be payable on account of the substantial consideration received by JCP&L as a result of this Agreement. The Parties agree, and s hall take all necessary action to establish before any court or arbitral tribunal, that damages suffered by NJEA as a result of an Event of Default on the part of JCP&L hereunder and termination of this Agreement are reasonable and necessary to justly compensate NJEA for its damages resulting from such Event of Default and termination of this Agreement.

(d) In connection with the termination of this Agreement pursuant to Section 8.2(a) hereof each Party shall pay any amounts owed to the other Party under this Agreement as of the date of such termination (without duplication of the amounts set forth in the preceding paragraphs of this Section 8.2) on or before the date required for payment of the amounts described in Sections 8.2(b) or (c) above.

8.3 Remedies.

(a) Damages and Costs. Subject to Section 8.3(c) hereof and to the extent not covered by Section 3.6, Section 3.7, Section 5.2, or Section 8.2 hereof, a defaulting Party shall be liable to the non-defaulting Party for any and all costs, expenses, damages and losses suffered or incurred by such non-defaulting Party in connection with an Event of Default on the part of the other Party.

(b) Other Remedies. In addition to the rights and remedies following an Event of Default as set forth herein, each of the Parties shall also have available to it all of the rights, powers and remedies available to it at law or in equity.

(c) Consequential Damages. Notwithstanding anything otherwise contained in this Agreement to the contrary, neither NJEA nor JCP&L shall be liable to the other for any indirect, consequential, incidental, punitive or exemplary damages. The provisions of this Section 8.3(c) shall not affect or diminish the damage amounts payable pursuant to Sections 3.6, 3.7, 5.2 and 8.2 hereof.

(d) Suspension of Deliveries. In the event of any payment default by JCP&L pursuant to Section 8.1(b) hereof (which by its terms includes a five-day cure period), then upon at least five (5) days' prior written notice (which notice may not be delivered prior to the expiration of the five (5) day cure period described in Section 8.1(b) hereof), NJEA may, but shall not be obligated to, suspend deliveries of Contract Energy and Capacity under this Agreement until such payment default has been cured. In the event of such suspension of deliveries to JCP&L pursuant to this Section 8.3, NJEA shall be relieved of all of its delivery obligations hereunder for the duration of such suspension.

9. FORCE MAJEURE

9.1 Force Majeure.

The term "Force Majeure" means an event or circumstance which prevents a Party from performing its obligations hereunder (other than the obligation to make payments then due or becoming due with respect to performance prior to the Force Majeure), which event or circumstance was not anticipated and which is not within the reasonable control of, or the result of the fault or negligence of, the claiming Party, and which, by the exercise of due diligence (which may include obtaining replacement power, to the extent obtainable on commercially reasonable terms), the claiming Party is unable to overcome or avoid or cause to be avoided on commercially reasonable terms and conditions. Notwithstanding the foregoing, Force Majeure shall not be based on (i) the loss of JCP&L's markets; (ii) JCP&L's inability economically to use or resell the Contract Energy or Capacity purchased hereunder; (iii) the loss or failure of NJEA's supply of electric energy, (iv) NJEA's ability to sell Contract Energy and Capacity at a price greater than the Energy Price or (v) the ability of JCP&L to recover all or any part of the amounts paid or payable by it to NJEA hereunder nor shall a Forced Outage constitute a Force Majeure event (the rights and obligations of the Parties during a Forced Outage being set forth in Section 3.6(c) hereof). Neither Party may raise a claim of Force Majeure based in whole or in part on a System Emergency curtailment by a transmission provider unless (i) such Party has contracted for firm transmission with a transmission provider for the product to be delivered to or received at the Delivery Point and (ii) such curtailment is due to a System Emergency or "force majeure" or "uncontrollable force" or a similar term as defined under the transmission provider's tariff; provided, however, that existence of the foregoing factors shall not be sufficient to conclusively or presumptively prove the existence of a Force Majeure absent a showing of other facts and circumstances which in the aggregate with such factors establish that a Force Majeure as defined in the first sentence hereof has occurred.

Subject to the satisfaction of the criteria set forth in the preceding paragraph, Force Majeure events shall include, without limitation, action of a court or regulatory authority, a Change in Law (excluding a Change in Law regarding the ability of JCP&L to recover all or any part of the amounts paid or payable by it to NJEA hereunder), a System Emergency affecting NJEA or JCP&L, a condition or situation which JCP&L reasonably deems, in accordance with Prudent Utility Practices, is imminently likely to endanger life or property, or adversely affect or impair, or imminently adversely affect or impair, the integrity of JCP&L's transmission system, forced outage, potential overloading of JCP&L's transmission and distribution circuits, unusual operating conditions on JCP&L's transmission system, conditions such that JCP&L is unable to back down its own generation sufficiently to accept electricity from NJEA without jeopardizing the integrity of JCP&L's transmission system, catastr ophic physical failures or disruptions of the PJM transmission system or any other cause beyond the reasonable control of the Party seeking relief as a result of such event; provided, however, that for purposes of this Agreement, Force Majeure shall not include (i) any event that results solely in an increase in NJEA's or its suppliers' costs to perform obligations to deliver Contract Energy to JCP&L hereunder or (ii) any increase in the cost of electricity supplies or transmission or (iii) any congestion costs.

9.2 Notice and Excuse of Performance.

(a) Following a Force Majeure event, if either Party believes that such event will, or is reasonably likely to, adversely affect the performance of its obligations under this Agreement, then as early as commercially practicable but in no event later than two (2) Business Days after the initial occurrence of such event and for contingency planning purposes, such Party shall provide preliminary telephonic notice of the occurrence of a Force Majeure to the other Party promptly followed by written notice on or before the tenth (10th) Business Day after the initial occurrence of such event. Such written notice shall specify the nature and, if known, cause of the Force Majeure, its anticipated effect on the ability of such Party to perform obligations under this Agreement and the estimated duration of any interruption in service or other adverse effects resulting from such Force Majeure and shall be updated or supplemented as necessary to keep the other Party advised of the effect and remedial measures being unde rtaken to overcome the Force Majeure.

For the purposes of this Section 9.2, notification given to the schedulers for the Parties shall be sufficient delivery of notice.

(b) Effect of Force Majeure on Performance of Obligations. To the extent either Party is prevented by Force Majeure from carrying out, in whole or part, its obligations under this Agreement and such Party (the "Claiming Party") gives notice and details of the Force Majeure to the other Party as soon as practicable, then the Claiming Party shall be excused from the performance of its obligations with respect to such obligations (other than the obligation to make payments then due or becoming due with respect to performance prior to the Force Majeure). The Claiming Party shall remedy the Force Majeure with all reasonable dispatch. The non-Claiming Party shall not be required to perform its obligations to the Claiming Party corresponding to the obligations of the Claiming Party excused by Force Majeure.

10. DISPUTE RESOLUTION

(a) Any controversy, dispute or claim between the Parties to this Agreement, which the Parties are unable to resolve by negotiation or over which any regulatory body lacks jurisdiction or declines to initiate proceedings, shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the "AAA"), then in effect, and the provisions of this Article 10. No suit at law that seeks to resolve any controversy, dispute or claim between the Parties shall be instituted by either Party hereto, except where such suit is instituted to confirm an arbitration award received pursuant to this Article 10. However, nothing contained herein shall deprive either Party of any right to: (i) obtain injunctive or other equitable relief in any court in the State of New Jersey, on an interim basis pending disposition of the arbitration of any controversy, dispute or claim if such relief is available under applicable principles of law and equity ( provided, however, that the arbitrators selected pursuant to Section 10(d) hereof shall not regard as dispositive any such award of injunctive or equitable relief when considering a dispute); and/or (ii) assert any cross-claim, or third-party claim in any suit at law instituted by a third party; and/or (iii) file and prosecute any complaint at and with the regulatory agency having jurisdiction or make and prosecute any claim or position in any filing made with such regulatory agency by either Party or some third party.

(b) Any controversy, dispute or claim submitted to arbitration shall be settled by arbitration to be conducted in New York, New York. Any award entered pursuant to such arbitration shall be binding on both Parties and judgment upon the award rendered or received may be entered in the Superior Court of the State of New Jersey pursuant to N.J.S.A. 2A:24-1 et seq.

(c) Exclusive jurisdiction relative to the entry of judgment on any arbitration award relative to any controversy or claim between the Parties shall be in any court of appropriate subject matter jurisdiction located in New Jersey, and the Parties to this Agreement expressly subject themselves hereby to the personal jurisdiction of said court for entry of any such judgment and for the resolution of any dispute, action, or suit arising in connection with the entry of such judgment.

(d) The controversy or claim to be arbitrated shall be referred to three (3) arbitrators, one to be selected by each Party and the third to be selected by the AAA. The selections to be made by the Parties shall be made from the list of the National Panel of Arbitrators maintained by the AAA. The arbitrator to be selected by the AAA shall be qualified to pass on any technical or engineering matters and shall be independent of both JCP&L and NJEA. All decisions and awards shall be made by a majority of the arbitrators, except for decisions relating to discovery as set forth herein.

(e) In the event any arbitrator dies, or refuses to act, or becomes incapable, incompetent or unfit to act before hearings have been completed and/or before an award has been rendered, a successor arbitrator may be selected by the Party who originally made the selection. The selection of the successor arbitrator shall be made consistent with the selection procedure set forth in the preceding paragraph.

(f) The arbitrators selected pursuant to this Agreement shall be governed by and apply the laws of the State of New Jersey and federal law, as applicable, in conducting any arbitration proceeding and/or in making any award.

(g) Notice of a demand for arbitration of any controversy or dispute between the Parties shall be filed in writing with the AAA by the Party seeking arbitration and a copy of same shall be served contemporaneously with such filing on the other Party. The notice shall state, with specificity, the nature of the dispute and the remedy sought. After such notice has been filed, the Parties may make discovery of any matter relevant to such dispute before the hearing, to the extent and in the manner provided by the Rules Governing Civil Practice in the Superior Court contained in the Rules Governing the Courts of the State of New Jersey. Any question that may arise with respect to the obligations of the Parties relative to discovery and/or relative to the protection of the discovery materials shall be referred solely to the arbitrator selected by the AAA. His determination shall be final and conclusive. Discovery shall be completed not later than ninety (90) days after filing of the notice of arbitration unless su ch period for discovery is extended by the arbitrator selected by the AAA, upon a showing of good cause by the Party requesting the extension.

(h) The arbitrators may consider any material that is relevant to the subject matter of any such controversy even if such material might also be relevant to an issue or issues not subject to arbitration hereunder. A stenographic record shall be made of any arbitration hearing.

(i) Any costs associated with any arbitration under this Article 10, including but not limited to attorney fees and witness expenses, shall be paid by the Party against whom an award is entered unless the arbitrators by their award otherwise provide.

(j) Arbitration may not be utilized and the arbitrators selected in accordance with this Article 10 shall not possess the authority or power to alter, amend or modify any of the terms or conditions or charges set forth in this Agreement, and further, the arbitrators may not enter any award which alters, amends or modifies such terms, conditions or charges in any form or manner.

11. CONFIDENTIALITY

(a) JCP&L and NJEA each agree not to disclose to any Person and to keep confidential, and to cause and instruct its Affiliates, officers, directors, employees, partners and representatives not to disclose to any Person and to keep confidential, any and all of the following information relating to the Restructuring: (i) the terms and provisions of this Agreement and any other agreements relating to the Restructuring; provided, however, that JCP&L may, without the consent of NJEA, publicly disclose the gross amount of its projected savings resulting from the Restructuring on both a percentage or total dollar savings basis, (ii) any financial, pricing or supply quantity information relating to the Contract Energy to be supplied by NJEA hereunder, the Facility or NJEA and (iii) any information that is clearly marked or identified as "Confidential". Notwithstanding the foregoing, any such information may be disclosed: (A) to the extent required by applicable laws and regulations or by any subpoena o r similar legal process of any court or agency of federal, state or local government so long as the receiving Party gives the non-disclosing Party written notice at least three (3) Business Days prior to such disclosure, if practicable, (B) to lenders and potential lenders to JCP&L or to lenders to NJEA or other Person(s) in connection with the implementation of the Restructuring and to financial advisors, rating agencies, and any other Persons involved in the acquisition, marketing or sale or placement of such debt, (C) to agents, trustees, advisors and accountants of the Parties or their Affiliates involved in the financings described in clause (B) above, (D) to potential assignees of JCP&L or NJEA or other Persons in connection with such proposed assignment and to financial advisors, rating agencies, and any other Persons involved in the marketing, placement or rating of such assignment, (E) to agents, trustees, advisors and accountants of the Parties or their Affiliates or age nts, trustees, advisors and accountants of Persons involved in the potential assignment described in clause (D) above or (F) to the extent the non-disclosing Party shall have consented in writing prior to any such disclosure. With respect to the Restructuring, this Article 11 shall supersede any prior confidentiality agreement between JCP&L and NJEA or its Affiliates, including that certain Stipulation of Agreement of Non-Disclosure of Confidential or Protected Information, between JCP&L and an Affiliate of NJEA in connection with the Restructuring. Information (1) of a confidential nature which has become public other than as a result of a breach of this Article 11, (2) which was known to the disclosing Party prior to the execution of the Stipulation of Agreement of Non-Disclosure of Confidential or Protected Information, or (3) which was received by the disclosing Party from another source who in turn disclosed the information without violating legal restrictions, will not be subject to the confidentiality obligations set forth herein with respect to such information. Nothing in this Section 11(a) shall limit or otherwise restrict the disclosure of information regarding the Restructuring to the BPU or other governmental or regulatory entity or other party thereto in connection with the satisfaction of requirements for regulatory approvals required in connection with the transactions contemplated hereby or in connection with any other JCP&L proceeding before the BPU other than a proceeding before the BPU in which JCP&L agrees not to participate pursuant to Section 15.2 below; provided, however, that the Parties shall use their best efforts to cause all such submitted information to be treated on a confidential basis by such government or regulatory entities or other party and to prohibit, to the extent possible, the public distribution of such information.

(b) No public statement, press release or other voluntary publication regarding this Agreement or the Restructuring or any of the transactions contemplated hereby shall be made or issued without the prior consent of the other Party, which consent shall not be unreasonably withheld.

12. INDEMNIFICATION AND INDEMNIFICATION PROCEDURES

12.1 Indemnification.

Each Party ("Indemnifying Party") shall indemnify, defend and hold the other Party ("Indemnified Party") and its partners, shareholders, partners, directors, officers, employees and agents (including, but not limited to, Affiliates and contractors and their employees), harmless from and against all liabilities, damages, losses, penalties, claims, demands, suits and proceedings of any nature whatsoever suffered or incurred by such Indemnified Party arising out of the Indemnifying Party's gross negligence or willful misconduct (including, without limitation, any breach of this Agreement resulting from gross negligence or willful misconduct). In the event injury or damage results from the joint or concurrent grossly negligent or willful misconduct of the Parties, each Party shall be liable under this indemnification in proportion to its relative degree of fault. Such duty to indemnify shall not apply to any claims which arise or are first asserted more than two (2) years after t he termination of this Agreement. Such indemnity shall not include or compensate for indirect, punitive, exemplary, incidental or consequential damages incurred by either Party.

12.2 Indemnification Procedures.

Each Indemnified Party shall promptly notify the Indemnifying Party of any claim in respect of which the Indemnified Party is entitled to be indemnified under this Article 12. Such notice shall be given as soon as is reasonably practicable after the Indemnified Party becomes aware of each claim; provided, however, that failure to give prompt notice shall not adversely affect any claim for indemnification hereunder except to the extent the Indemnifying Party's ability to contest any claim by any third party is materially adversely affected. The Indemnifying Party shall have the right, but not the obligation, at its expense, to contest, defend, litigate and settle, and to control the contest, defense, litigation and/or settlement of, any claim by any third party alleged or asserted against any Indemnified Party arising out of any matter in respect of which such Indemnified Party is entitled to be indemnified hereunder. The Indemnifying Party shall promptly notify such Indemnified Party of its intention to exercise such right set forth in the immediately preceding sentence and shall reimburse the Indemnified Party for the reasonable costs and expenses paid or incurred by it prior to the assumption of such contest, defense or litigation by the Indemnifying Party. The Indemnifying Party shall have the right to select legal counsel to defend a claim for which the Indemnified Party is seeking indemnification pursuant to this Section 12.2, subject to the consent of the Indemnified Party, which shall not be unreasonably delayed or withheld. If the Indemnifying Party exercises such right in accordance with the provisions of this Article 12 and any Indemnified Party notifies the Indemnifying Party that it desires to retain separate counsel in order to participate in or proceed independently with such contest, defense or litigation, such Indemnified Party may do so at its own expense. If the Indemnifying Party fails to exercise it rights set forth in the third sentence of this Section 12.2, then the Indemnifying Party will reimburse the Indemnified Party for its reasonable costs and expenses incurred in connection with the contest, defense or litigation of such claim. No Indemnified Party shall settle or compromise any claim in respect of which the Indemnified Party is entitled to be indemnified under this Article 12 without the prior written consent of the Indemnifying Party; provided, however, that such consent shall not be unreasonably withheld by the Indemnifying Party.

13. ASSIGNMENT AND JCP&L REORGANIZATION

13.1 Prohibition on Assignment.

Except as provided in Section 13.2 hereof, this Agreement may not be assigned by either Party without the prior written consent of the other Party, which may not be unreasonably withheld. Any attempted or purported assignment of this Agreement that is not expressly permitted pursuant to Section 13.2 hereof, shall be null and void and shall have no effect on or with respect to the rights and obligations of the Parties hereunder.

13.2 Permitted Assignment.

(a) In addition to its rights set forth in Section 13.2(c) hereof, NJEA shall have the right to assign all or any portion of its rights or obligations under this Agreement without the consent of JCP&L to existing and any future lenders secured, in whole or in part, by interests in the Facility or NJEA or Affiliates of NJEA. In connection with the exercise of remedies under the security documents relating to such financing(s), the lender(s) or trustee(s) shall be entitled to assign this Agreement to any third-party transferee designated by such lender(s) or trustee(s).

(b) JCP&L shall have the right to assign this Agreement in connection with a JCP&L Reorganization Event or otherwise to any assignee without the consent of NJEA so long as (1) the proposed assignee is significantly involved in the electric, transmission and distribution business and (2) the proposed assignee's credit rating as established by Moody's or S&P is equal to or better than that of JCP&L at the time of the proposed assignment (provided, that any such rating that is on "watch" for downgrading shall not satisfy the credit rating criteria described in clause (2)).

(c) If either Party assigns this Agreement as provided in this Section 13.2, then such Party shall cause to be delivered to the other Party an assumption agreement (in form and substance reasonably satisfactory to the non-assigning Party) of all of the obligations of the assigning Party hereunder by such assignee.

(d) An assignment of this Agreement pursuant to this Section 13.2 shall not release or discharge the assignor from its obligations hereunder unless the assignee executes a written assumption agreement in accordance with Section 13.2(c) hereof.

14. NOTICES

Any notice or communication given pursuant hereto shall be in writing and (1) delivered personally (personally delivered notices shall be deemed given upon written acknowledgment of receipt after delivery to the address specified or upon refusal of receipt); (2) mailed by registered or certified mail, postage prepaid (mailed notices shall be deemed given on the actual date of delivery, as set forth in the return receipt, or upon refusal of receipt); (3) e-mailed (e-mailed notices shall be deemed given upon actual receipt) or (4) delivered in full by telecopy (telecopied notices shall be deemed given upon actual receipt), in either case addressed or telecopied as follows or to such other addresses or telecopy numbers as may hereafter be designed by either Party to the other in writing:

If a Supply Notice to JCP&L:

Jim Sensenig
PJM DataMart
FirstEnergy Service Company
2800 Pottsville Pike
Reading PA, 19640-0001
Phone: 610-921-6543
Facsimile: 610-929-8820
E-mail: jjsensenig@gpu.com

If to JCP&L other than a Supply Notice:

Kevin Siedt
FirstEnergy Service Company
2800 Pottsville Pike
Reading, PA 19640-0001
Phone: 610-921-6063
Facsimile: 610-921-6256
E-mail: ksiedt@gpu.com

COPY TO:

Cortlandt C. Choate Jr. Esq.
FirstEnergy Service Company
2800 Pottsville Pike
Reading, PA 19640-0001
Phone: 610-921-6783
Facsimile: 610-939-8655
E-mail: cchoate@gpu.com

If to NJEA:

North Jersey Energy Associates, A Limited Partnership
c/o Northeast Energy, LP
c/o ESI Northeast Energy GP, Inc.
Its General Partner
700 Universe Blvd.
P.O. Box 14000
Juno Beach, FL 33408
Attention: Business Manager
Phone: 561-304-5107
Facsimile: 561-304-5161

15. WAIVER AND MODIFICATION

15.1 Modification or Waiver.

This Agreement may be amended and its provisions and the effects thereof waived only by a writing executed by the Parties, and no subsequent conduct of any Party or course of dealings between the Parties shall effect or be deemed to effect any such amendment or waiver. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided. The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver of or an acquiescence in or to such provision.

15.2 PURPA Acknowledgements.

(a) The Parties acknowledge and agree that:

(i) The rates paid by JCP&L to NJEA under the Existing PPA were based on JCP&L's "avoided cost" (as defined in 18 C.F.R. Part 292) at the time the Existing PPA was negotiated;

(ii) Under the Existing PPA, NJEA was entitled to all rights afforded to a "qualifying facility" (as defined in 18 C.F.R. Part 292)("QF") under applicable law, including, but not limited to, PURPA, for as long as the Facility maintained its status as a QF; and

(iii) The consideration for NJEA's agreement to amend and restate the Existing PPA and to waive its rights under PURPA, as provided in Section 15.2(c) below, is the execution and delivery of this Agreement.

(b) It is the express intent of the Parties that this Agreement shall be deemed a successor to, replacement of and substitute for the Existing PPA, which is being amended and restated in its entirety as of the Effective Date.

(c) As of the Effective Date, NJEA forever relinquishes and waives any rights it may have or may have in the future under PURPA or any federal or state regulation, act or order implementing PURPA, to require JCP&L or any of its affiliates to purchase electricity and or capacity generated at the Facility. NJEA shall cause any third party successor to NJEA's rights and interest in the Facility to agree to be bound by the foregoing waiver. NJEA shall indemnify, defend and hold JCP&L and its partners, shareholders, members, directors, officers, employees and agents harmless from and against all liabilities, damages, losses, penalties, claims, demands, suits and proceedings of any nature whatsoever suffered or incurred by JCP&L arising out of any failure by NJEA to comply with the waiver of PURPA rights set forth in this Section 15.2(c).

(d) This Agreement is being entered into by JCP&L pursuant to and under the authority of the New Jersey Competition Act. Notwithstanding the foregoing, as of the Effective Date and continuing throughout the Term, this Agreement shall be a valid and binding agreement of the Parties and shall not be amended, modified, supplemented or terminated as a result of any repeal, amendment or interpretation of the New Jersey Competition Act or for any other reason except as expressly provided for herein.

(e) As of the Effective Date and continuing throughout the Term, each Party hereby irrevocably waives its right to seek or support, and agrees not to seek or support, in any way, including, but not limited to, seeking or supporting through application, complaint, petition, motion, filing before any governmental authority (including, without limitation, BPU and FERC), rule, regulation or statute: (i) reconsideration by the BPU of its approval of this Agreement; (ii) modification or invalidation of this Agreement or any term or condition contained herein (including, without limitation, any pricing provision herein); or (iii) disallowance or impairment, in whole or in part, of JCP&L's right to fully and timely recover from its customers its costs of purchasing electricity and capacity pursuant to this Agreement.

(f) Nothing contained herein shall be deemed or construed as (i) a waiver by either Party of any right to challenge any attempt by the BPU, FERC or any other governmental authority to disallow rate recovery or modify, amend or supplement this Agreement or (ii) an acknowledgment by any such Party that the BPU, FERC or any other governmental authority would have such authority if it so attempted.

(g) As of the Effective Date, NJEA's and JCP&L's obligations under this Agreement are expressly not conditioned on the maintenance of the QF status of the Facility under PURPA, and this Agreement shall remain binding upon the Parties without regard to whether the Facility or any other source of power delivered to JCP&L under this Agreement is or remains a QF. Each Party shall obtain and maintain all permits or licenses necessary for it to perform its obligations under this Agreement.

(h) The Parties acknowledge and agree that, to the extent this Agreement is or becomes subject to review pursuant to the Federal Power Act, the standard of review for any change or modification to the pricing provisions of this Agreement proposed by any Person who is not a party hereto or FERC acting sua sponte shall be the "public interest" standard of review set forth in United Gas Pipe Line Co. v. Mobile Gas Service Corp., 350 U.S. 332 (1956) and Federal Power Commission v. Sierra Pacific Power Co., 350 U.S. 348 (1956) (the "Mobile-Sierra" doctrine).

16. INTERPRETATION

16.1 Choice of Law.

Interpretation and performance of this Agreement shall be in accordance with, and shall be controlled by, the laws of the State of New Jersey (without regard to its principles of conflicts of law).

16.2 Headings.

Article and Section headings are for convenience only and shall not affect the interpretation of this Agreement. References to articles, sections and appendices, and schedules are, unless the context otherwise requires, references to articles, sections, appendices, and schedules of this Agreement. The words "hereof" and "hereunder" shall refer to this Agreement as a whole and not to any particular provision of this Agreement.

17. COUNTERPARTS

Any number of counterparts of this Agreement may be executed, and each shall have the same force and effect as an original.

18. NO DUTY TO THIRD PARTIES

Except as provided in any consent to assignment as specified in the other provisions of this Agreement, nothing in this Agreement nor any action taken hereunder shall be construed to create any duty, liability or standard of care to any Person not a Party to this Agreement.

19. 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 to Persons or circumstances 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.

20. ENTIRE AGREEMENT

Upon the Effective Date, this Agreement, together with the agreements executed or delivered on the Effective Date in connection herewith, shall constitute the entire agreement and understanding between the Parties hereto and shall supersede all prior agreements and understandings relating to the subject matter hereof.

IN WITNESS WHEREOF, each of JCP&L and NJEA has caused this Agreement to be duly executed on its behalf as of the date first above written.
	JERSEY CENTRAL POWER & LIGHT COMPANY
	By:	HARVEY L. WAGNER
		Name: Harvey L. Wagner Title: Vice President & Controller
	NORTH JERSEY ENERGY ASSOCIATES, A LIMITED PARTNERSHIP
	By: Northeast Energy, LP, its general partner By ESI Northeast Energy GP, Inc. its administrative general partner
	By:	NATHAN E. HANSON
		Nathan E. Hanson Director

SCHEDULE A to AMENDED AND RESTATED POWER PURCHASE AGREEMENT
DELIVERY SCHEDULE & JCP&L DISCOUNT
PART 1: DELIVERY SCHEDULE FOR CONTRACT ENERGY
Month	On-Peak Hours MWh/h	Off-Peak hours MWH/h
January	250	250
February	250	250
March	250	250
April	200	200
May	200	200
June	250	250
July	250	250
August	250	250
September	250	250
October	200	200
November	200	200
December	250	250
PART 2: JCP&L MINIMUM ENERGY PRICE DISCOUNT
YEAR	JCP&L MINIMUM ENERGY PRICE DISCOUNT
2003	$9,196.200.00*
2004	$9,223,200.00
2005	$9,196,200.00
2006	$9,196,200.00
2007	$9,196,200.00
2008	$9,223,200.00
2009	$9,196,200.00
2010	$9,196,200.00
2011	$5,745,600.00
*pro-rated for the first partial calendar year of the Agreement to reflect the remaining deliveries as set forth in Schedule C hereof

SCHEDULE B
to
AMENDED AND RESTATED
POWER PURCHASE AGREEMENT

CONTRACT ADJUSTERS

PART I - METHODOLOGY

Pursuant to Section 4.1 hereof, the Contract Adjusters represent a component of the Energy Payment and are intended to adjust the contract price to account for the change from annual (under the Existing PPA) to monthly gas pricing. The Contract Adjusters are derived from a combination of (a) actual monthly Henry Hub gas prices through the Effective Date, (b) agreed upon monthly basis prices for the Term and (c) monthly Henry Hub futures gas prices. The Contract Adjusters shall be set on or about the Effective Date as follows:

1. The monthly basis for the period from April 2003 through March 2004 shall be 0.712/MMBtu. The monthly basis for the period from April 2004 through March 2005 shall be $0.663/MMBtu and, thereafter, the monthly basis shall be increased once a year by 3% each April 1^st commencing on April 1, 2005.

2. The Contract Adjuster model developed by JCP&L and distributed by email to NJEA on April 15, 2003 (the "Model") will be used to set the Contract Adjusters as of the Effective Date.

3. On the Effective Date, or as soon thereafter as possible, the Model will be updated with the Actual Monthly Henry Hub Price and the Monthly Henry Hub Futures (as those terms are defined below):

(a) For each month from the Agreement Date through the Effective Date the "Actual Monthly Henry Hub Price" will equal the published price in The Gas Daily Price Guide "Monthly Contract Index" under "Market Centers", "South Louisiana", "Henry Hub" published by Platts on or about the fifth Business Day of such calendar month.

(b) For each month after the Effective Date, the "Monthly Henry Hub Futures" shall be the monthly forward curve of the Business Day immediately preceding the Effective Date (as reflected on the www.nymex.com website under natural gas futures in the "Most Recent Settle" column). To the extent that such futures price does not exist for any month during the Term, a substitute futures price for such month shall be used and shall be the monthly futures price for the same month in the preceding year, increased by 3%. For example, if there is no reported futures price for June 2008, the substitute futures price for June 2008 shall be the monthly futures price for June 2007, increased by 3%.

4. An example of the Contract Adjusters to be set on the Effective Date is illustrated in Part II of this Schedule B.

SCHEDULE C to AMENDED AND RESTATED POWER PURCHASE AGREEMENT
ADJUSTERS Based on 04/14/2003 Futures ($/MWh)
	Jan-03	Feb-03	Mar-03		Apr-03		May-03		Jun-03	Jul-03	Aug-03	Sep-03	Oct-03		Nov-03		Dec-03
On-Peak													(20.540	)	(21.454	)	23.489
Off-Peak													15.450		11.037		2.562
	Jan-04	Feb-04	Mar-04		Apr-04		May-04		Jun-04	Jul-04	Aug-04	Sep-04	Oct-04		Nov-04		Dec-04
On-Peak	22.705	24.664	(29.750	)	(10.759	)	(8.278	)	38.755	39.147	57.573	72.918	28.049		25.829		68.674
Off-Peak	1.021	2.809	2.643		22.251		21.012		14.463	13.986	35.481	49.377	64.162		63.752		48.381
	Jan-05	Feb-05	Mar-05		Apr-05		May-05		Jun-05	Jul-05	Aug-05	Sep-05	Oct-05		Nov-05		Dec-05
On-Peak	67.695	68.870	7.447		30.336		31.446		76.968	76.837	69.364	63.827	17.999		16.001		59.152
Off-Peak	44.524	47.114	43.310		67.041		66.641		53.983	49.801	45.849	38.303	50.558		50.136		35.290
	Jan-06	Feb-06	Mar-06		Apr-06		May-06		Jun-06	Jul-06	Aug-06	Sep-06	Oct-06		Nov-06		Dec-06
On-Peak	57.650	58.433	(1.271	)	18.515		19.625		65.714	65.361	62.551	61.230	15.653		13.890		57.338
Off-Peak	34.194	34.959	31.512		50.460		53.242		41.094	37.336	38.323	33.509	47.876		46.157		29.934
	Jan-07	Feb-07	Mar-07		Apr-07		May-07		Jun-07	Jul-07	Aug-07	Sep-07	Oct-07		Nov-07		Dec-07
On-Peak	55.249	55.836	(3.886	)	14.033		14.033		59.152	58.695	57.078	56.551	11.115		9.809		54.135
Off-Peak	30.737	31.347	26.329		46.261		46.694		33.212	32.042	33.045	28.364	45.062		42.206		26.980
	Jan-08	Feb-08	Mar-08		Apr-08		May-08		Jun-08	Jul-08	Aug-08	Sep-08	Oct-08		Nov-08		Dec-08
On-Peak	53.221	54.005	(5.490	)	10.700		10.439		56.071	55.680	55.551	55.618	10.259		9.280		53.920
Off-Peak	28.577	29.708	23.279		44.352		41.722		30.294	30.371	29.192	30.116	44.673		39.380		29.243
	Jan-09	Feb-09	Mar-09		Apr-09		May-09		Jun-09	Jul-09	Aug-09	Sep-09	Oct-09		Nov-09		Dec-09
On-Peak	53.267	54.390	(4.586	)	11.769		8.990		54.609	54.206	54.189	54.346	9.014		8.005		52.597
Off-Peak	27.583	29.763	25.211		45.364		39.611		30.677	30.736	28.390	29.414	42.604		40.043		28.507
	Jan-10	Feb-10	Mar-10		Apr-10		May-10		Jun-10	Jul-10	Aug-10	Sep-10	Oct-10		Nov-10		Dec-10
On-Peak	51.924	53.081	(5.966	)	10.569		7.706		53.307	52.891	53.026	53.347	8.052		7.012		51.546
Off-Peak	25.716	29.039	25.673		44.830		38.981		29.965	28.721	29.065	29.022	40.991		41.205		29.396
	Jan-11	Feb-11	Mar-11		Apr-11		May-11		Jun-11	Jul-11	Aug-11
On-Peak	50.853	52.045	(7.131	)	9.653		6.704		52.277	51.849	51.421
Off-Peak	26.365	28.626	25.235		43.131		40.008		29.568	25.971	30.507

PART III - GAS PRICES FOR INPUT
Settle Date:
04/14/03	Actual Monthly Henry Hub Price Monthly Henry Hub Futures Substitute Futures Price

Henry Hub Prices		Z6 NNY/TETCO M3 for Adjuster Calculation
Contract	$/MMBtu	Contract	Henry Hub	Monthly Basis	Total Price
Jan-03	$4.960	Jan-03	$4.960	$1.310	$6.270
Feb-03	$5.660	Feb-03	$5.660	$1.595	$7.255
Mar-03	$9.110	Mar-03	$9.110	$2.555	$11.665
Apr-03	$5.140	Apr-03	$5.140	$0.712	$5.852
May-03	$5.552	May-03	$5.552	$0.712	$6.264
Jun-03	$5.627	Jun-03	$5.627	$0.712	$6.339
Jul-03	$5.662	Jul-03	$5.662	$0.712	$6.374
Aug-03	$5.637	Aug-03	$5.637	$0.712	$6.349
Sep-03	$5.584	Sep-03	$5.584	$0.712	$6.296
Oct-03	$5.562	Oct-03	$5.562	$0.712	$6.274
Nov-03	$5.632	Nov-03	$5.632	$0.712	$6.344
Dec-03	$5.712	Dec-03	$5.712	$0.712	$6.424
Jan-04	$5.772	Jan-04	$5.772	$0.712	$6.484
Feb-04	$5.622	Feb-04	$5.622	$0.712	$6.334
Mar-04	$5.327	Mar-04	$5.327	$0.712	$6.039
Apr-04	$4.862	Apr-04	$4.862	$0.663	$5.525
May-04	$4.672	May-04	$4.672	$0.663	$5.335
Jun-04	$4.592	Jun-04	$4.592	$0.663	$5.255
Jul-04	$4.562	Jul-04	$4.562	$0.663	$5.225
Aug-04	$4.537	Aug-04	$4.537	$0.663	$5.200
Sep-04	$4.517	Sep-04	$4.517	$0.663	$5.180
Oct-04	$4.502	Oct-04	$4.502	$0.663	$5.165
Nov-04	$4.672	Nov-04	$4.672	$0.663	$5.335
Dec-04	$4.842	Dec-04	$4.842	$0.663	$5.505
Jan-05	$4.917	Jan-05	$4.917	$0.663	$5.580
Feb-05	$4.827	Feb-05	$4.827	$0.663	$5.490
Mar-05	$4.617	Mar-05	$4.617	$0.663	$5.280
Apr-05	$4.307	Apr-05	$4.307	$0.683	$4.990
May-05	$4.222	May-05	$4.222	$0.683	$4.905
Jun-05	$4.187	Jun-05	$4.187	$0.683	$4.870
Jul-05	$4.197	Jul-05	$4.197	$0.683	$4.880
Aug-05	$4.192	Aug-05	$4.192	$0.683	$4.875
Sep-05	$4.172	Sep-05	$4.172	$0.683	$4.855
Oct-05	$4.202	Oct-05	$4.202	$0.683	$4.885
Nov-05	$4.355	Nov-05	$4.355	$0.683	$5.038
Dec-05	$4.530	Dec-05	$4.530	$0.683	$5.213
Jan-06	$4.645	Jan-06	$4.645	$0.683	$5.328
Feb-06	$4.585	Feb-06	$4.585	$0.683	$5.268
Mar-06	$4.425	Mar-06	$4.425	$0.683	$5.108
Apr-06	$4.142	Apr-06	$4.142	$0.703	$4.845
May-06	$4.057	May-06	$4.057	$0.703	$4.760
Jun-06	$4.007	Jun-06	$4.007	$0.703	$4.710
Jul-06	$4.034	Jul-06	$4.034	$0.703	$4.737
Aug-06	$4.014	Aug-06	$4.014	$0.703	$4.717
Sep-06	$3.964	Sep-06	$3.964	$0.703	$4.667
Oct-06	$3.964	Oct-06	$3.964	$0.703	$4.667
Nov-06	$4.099	Nov-06	$4.099	$0.703	$4.802
Dec-06	$4.262	Dec-06	$4.262	$0.703	$4.965

Henry Hub Prices		Z6 NNY/TETCO M3 for Adjuster Calculation
Contract	$/MMBtu	Contract	Henry Hub	Monthly Basis	Total Price
Jan-07	$4.422	Jan-07	$4.422	$0.703	$5.125
Feb-07	$4.377	Feb-07	$4.377	$0.703	$5.080
Mar-07	$4.287	Mar-07	$4.287	$0.703	$4.990
Apr-07	$4.067	Apr-07	$4.067	$0.724	$4.791
May-07	$4.067	May-07	$4.067	$0.724	$4.791
Jun-07	$4.102	Jun-07	$4.102	$0.724	$4.826
Jul-07	$4.137	Jul-07	$4.137	$0.724	$4.861
Aug-07	$4.167	Aug-07	$4.167	$0.724	$4.891
Sep-07	$4.147	Sep-07	$4.147	$0.724	$4.871
Oct-07	$4.132	Oct-07	$4.132	$0.724	$4.856
Nov-07	$4.232	Nov-07	$4.232	$0.724	$4.956
Dec-07	$4.332	Dec-07	$4.332	$0.724	$5.056
Jan-08	$4.402	Jan-08	$4.402	$0.724	$5.126
Feb-08	$4.342	Feb-08	$4.342	$0.724	$5.066
Mar-08	$4.262	Mar-08	$4.262	$0.724	$4.986
Apr-08	$4.142	Apr-08	$4.142	$0.746	$4.888
May-08	$4.162	May-08	$4.162	$0.746	$4.908
Jun-08	$4.162	Jun-08	$4.162	$0.746	$4.908
Jul-08	$4.192	Jul-08	$4.192	$0.746	$4.938
Aug-08	$4.222	Aug-08	$4.222	$0.746	$4.968
Sep-08	$4.232	Sep-08	$4.232	$0.746	$4.978
Oct-08	$4.212	Oct-08	$4.212	$0.746	$4.958
Nov-08	$4.287	Nov-08	$4.287	$0.746	$5.033
Dec-08	$4.362	Dec-08	$4.362	$0.746	$5.108
Jan-09	$4.412	Jan-09	$4.412	$0.746	$5.158
Feb-09	$4.326	Feb-09	$4.326	$0.746	$5.072
Mar-09	$4.200	Mar-09	$4.200	$0.746	$4.946
Apr-09	$4.074	Apr-09	$4.074	$0.769	$4.843
May-09	$4.287	May-09	$4.287	$0.769	$5.055
Jun-09	$4.287	Jun-09	$4.287	$0.769	$5.055
Jul-09	$4.318	Jul-09	$4.318	$0.769	$5.086
Aug-09	$4.349	Aug-09	$4.349	$0.769	$5.117
Sep-09	$4.359	Sep-09	$4.359	$0.769	$5.128
Oct-09	$4.338	Oct-09	$4.338	$0.769	$5.107
Nov-09	$4.416	Nov-09	$4.416	$0.769	$5.184
Dec-09	$4.493	Dec-09	$4.493	$0.769	$5.261
Jan-10	$4.544	Jan-10	$4.544	$0.769	$5.313
Feb-10	$4.456	Feb-10	$4.456	$0.769	$5.224
Mar-10	$4.326	Mar-10	$4.326	$0.769	$5.095
Apr-10	$4.196	Apr-10	$4.196	$0.792	$4.988
May-10	$4.415	May-10	$4.415	$0.792	$5.207
Jun-10	$4.415	Jun-10	$4.415	$0.792	$5.207
Jul-10	$4.447	Jul-10	$4.447	$0.792	$5.239
Aug-10	$4.479	Aug-10	$4.479	$0.792	$5.271
Sep-10	$4.490	Sep-10	$4.490	$0.792	$5.281
Oct-10	$4.469	Oct-10	$4.469	$0.792	$5.260
Nov-10	$4.548	Nov-10	$4.548	$0.792	$5.340
Dec-10	$4.628	Dec-10	$4.628	$0.792	$5.419
Jan-11	$4.681	Jan-11	$4.681	$0.792	$5.472
Feb-11	$4.589	Feb-11	$4.589	$0.792	$5.381
Mar-11	$4.456	Mar-11	$4.456	$0.792	$5.247
Apr-11	$4.322	Apr-11	$4.322	$0.815	$5.138
May-11	$4.548	May-11	$4.548	$0.815	$5.363
Jun-11	$4.548	Jun-11	$4.548	$0.815	$5.363
Jul-11	$4.581	Jul-11	$4.581	$0.815	$5.396
Aug-11	$4.613	Aug-11	$4.613	$0.815	$5.429

SCHEDULE C to AMENDED AND RESTATED POWER PURCHASE AGREEMENT
DELIVERY SCHEDULE OF MONTHLY MWhs
	Monthly MWhs
	365 Days	366 Days
January	186,000	186,000
February	168,000	174,000
March	186,000	186,000
April	144,000	144,000
May	148,800	148,800
June	180,000	180,000
July	186,000	186,000
August	186,000	186,000
September	180,000	180,000
October	148,800	148,800
November	144,000	144,000
December	186,000	186,000
Annual	2,043,600	2,049,600

SCHEDULE D
to
AMENDED AND RESTATED
POWER PURCHASE AGREEMENT

CALCULATION OF PREPAYMENT RATE

The Prepayment Rate ($/MWh) is calculated on the date of the prepayment and is equal to the Prepayment Amount ($) divided by the remaining quantity (MWh) of Contract Energy to be delivered by NJEA to JCP&L through the Term of the Agreement discounted at the JCP&L Discount Rate on the date of the prepayment. NJEA distributed by email to JCP&L on April 14, 2003, the Prepayment Spreadsheet that discounts the balance of Contract Energy on any date. The Parties agree that in connection with any Prepayment Right to be exercised by NJEA, the calculation of the Prepayment Rate following such prepayment shall be made using the Prepayment Spreadsheet.

EXHIBIT A TO SCHEDULE D OF THE AMENDED AND RESTATED POWER PURCHASE AGREEMENT
No Prepayment:
Monthly Discount:
		$4.50 x TMMWhs
Annual True-Up:
		MAX [ 0, ($5.50 x RAMWhs) - ($4.50 x TAMWhs) ]
Prepayment Example:
Prepayment Rate
		$1.50/MWh	Calculated according to Schedule D
Monthly Discount:
		($4.50 - $1.50) x TMMWhs
Annual True-Up:
		MAX [ 0, ($5.50 x RAMWhs) - ($4.50 x TAMWhs) ]
	RAMWhs =	MWhs delivered to JCP&L from the market in the year
	TMMWhs =	Total MWhs sold to JCP&L in the month
	TAMWhs =	Total MWhs sold to JCP&L in the year

Example 1:			Example 2:			Example 3:			Example 4:
TAMWhs	=	2,043,600	TAMWhs	=	2,043,600	TAMWhs	=	2,043,600	TAMWhs	=	2,043,600
Dispatch	=	50%	Dispatch	=	100%	Dispatch	=	0%	Dispatch	=	15%
RAMWhs	=	1,021,800	RAMWhs	=	0	RAMWhs	=	2,043,600	RAMWhs	=	1,737,060
Prepayment	=	$0.00 / MWh	Prepayment	=	$0.00 / MWh	Prepayment	=	$0.00 / MWh	Prepayment	=	$0.00 / MWh
Monthly Discount:			Monthly Discount:			Monthly Discount:			Monthly Discount:
		$9,196,200			$9,196,200			$9,196,200			$9,196,200
Annual True-Up:			Annual True-Up:			Annual True-Up:			Annual True-Up:
Replacement		$5,619,900	Replacement		$0	Replacement		$11,239,800	Replacement		$9,553,830
Minimum		$9,196,200	Minimum		$9,196,200	Minimum		$9,196,200	Minimum		$9,196,200
True-Up		$0	True-Up		$0	True-Up		$2,043,600	True-Up		$357,630
Prepayment	=	$1.50 / MWh	Prepayment	=	$1.50 / MWh	Prepayment	=	$1.50 / MWh	Prepayment	=	$1.50 / MWh
Monthly Discount:			Monthly Discount:			Monthly Discount:			Monthly Discount:
		$6,130,800			$6,130,800			$6,130,800			$6,130,800
Annual True-Up:			Annual True-Up:			Annual True-Up:			Annual True-Up:
Replacement		$5,619,900	Replacement		$0	Replacement		$11,239,800	Replacement		$9,553,830
Minimum		$9,196,200	Minimum		$9,196,200	Minimum		$9,196,200	Minimum		$9,196,200
True-Up		$0	True-Up		$0	True-Up		$2,043,600	True-Up		$357,630

SCHEDULE E
to
AMENDED AND RESTATED
POWER PURCHASE AGREEMENT

EXAMPLES OF CALCULATION OF DELIVERY POINT ADJUSTMENT TO THE ENERGY PAYMENT

EXAMPLE 1

In the month of September, 2003, NJEA delivers 90,000 MWh of Contract Energy to a Delivery Point other than the Facility Bus. One quarter of the MWh were delivered during On-Peak Hours and three quarters of the MWh were delivered during Off-Peak Hours. The Delivery Point Adjustment (DPA) for the month of September, 2003 shall be calculated as follows:

DPA = (-.32 cents x 22,500 MWh) + (-.12 cents x 67,500 MWh) = - $15,300.00

which negative amount shall be added to the monthly Energy Payment for September, 2003 in accordance with Section 4.1 hereof.

EXAMPLE 2

For the 2003 calendar year, (i) NJEA delivered more than 5% of Contract Energy during On-Peak Hours to a Delivery Point other than the Facility Bus and delivered more than 5% of Contract Energy during Off-Peak Hours to a Delivery Point other than the Facility Bus and (ii) the Actual Delivery Point Differential equaled (a) -38 cents (-$0.38) per MWh delivered during On-Peak Hours and (b) -11 cents (-$0.11) per MWh delivered during Off-Peak Hours so that the difference between the Delivery Point Adjustment (-32 cents (- $0.32) per MWh delivered during On-Peak Hours and -12 cents (- $0.12) per MWh delivered during Off-Peak Hours) and the Actual Delivery Point Differential is greater than 5 cents ($0.05) for On-Peak Hours but not Off-Peak Hours. Therefore the Delivery Point Adjustment for On-Peak Hours for the 2004 calendar year shall be -38 cents (-$.038) and the Delivery Point Adjustment for Off-Peak Hours for the 2004 calendar year shall remain -12 cents (-$0.12).

SCHEDULE F
to
AMENDED AND RESTATED
POWER PURCHASE AGREEMENT

VER METHODOLOGY AND CALCULATION FOR VER EFFECTIVE AUGUST 14, 2003

Monthly Gas Price			Calendar Year Averages
	Transco Zone 6 NNY	Texas Eastern M-3		Transco Zone 6 NNY	Texas Eastern M-3	Z6 NNY- M3 Average
#NAME?	$15.15	$14.23	2001	$5.146	$5.024	$5.085
#NAME?	$7.55	$7.09	2002	$3.670	$3.676	$3.673
#NAME?	$5.57	$5.54
#NAME?	$5.80	$5.81	VER Aug. 14, 2002 - Aug. 13, 2003 =				5.700 cents/kWh
#NAME?	$5.33	$5.30
#NAME?	$4.13	$4.09	VER Aug. 14, 2003 - Aug. 13, 2004 =
#NAME?	$3.48	$3.52	VERyear n = VERyear n-1 x (Avg of Monthly Gas Price yearn-1/Avg of Monthly Gas Priceyear n-2)
#NAME?	$3.46	$3.51
#NAME?	$2.56	$2.59	VER Aug. 14, 2003 - Aug. 13, 2004 =				5.700 x (3.673/5.085)
#NAME?	$2.13	$2.12
#NAME?	$3.62	$3.56	VER Aug. 14, 2003 - Aug. 13, 2004 =				4.117 cents/kWh
#NAME?	$2.97	$2.93
#NAME?	$3.70	$3.58
#NAME?	$2.46	$2.43
#NAME?	$2.69	$2.68
#NAME?	$3.74	$3.73
#NAME?	$3.63	$3.64
#NAME?	$3.67	$3.71
#NAME?	$3.57	$3.68
#NAME?	$3.29	$3.30
#NAME?	$3.59	$3.59
#NAME?	$4.01	$4.06
#NAME?	$4.73	$4.74
#NAME?	$4.96	$4.97

SCHEDULE G
to
AMENDED AND RESTATED
POWER PURCHASE AGREEMENT

METERING

1. Metering of electricity generated at the Facility and delivered to the Facility Bus under this Agreement shall be by meters and metering devices and equipment provided, owned and maintained by JCP&L and paid for by NJEA. NJEA shall provide at its expense such telemetering equipment for the Facility as JCP&L may request; such telemetering equipment shall be maintained by JCP&L at NJEA's expense. JCP&L shall provide representatives of NJEA with access to JCP&L's meters at reasonable times for the purpose of accessing real-time telemetering information; provided that such access shall be at NJEA's sole cost and shall not interfere with JCP&L's normal business operations. NJEA may, if it desires, install its own metering devices, but, subject to paragraph 6 of this Schedule G, the determination of electricity generated at the Facility and delivered to JCP&L under this Agreement shall be by JCP&L's metering devices. NJEA shall pay JCP&L a monthly service charge of $1 50.00 for operation and maintenance of such metering devices. The monthly service charge shall be paid by netting such amount against amounts otherwise payable by JCP&L to NJEA hereunder.

2. Electricity generated at the Facility and delivered to the Facility Bus under this Agreement shall be measured by monthly meter readings taken by JCP&L on the last day of each calendar month.

3. JCP&L's meters shall be sealed and the seals shall be broken only by JCP&L and only when the meters are to be inspected, replaced, tested or adjusted by JCP&L. JCP&L shall test its meters once annually at its own expense. JCP&L shall conduct such additional metering tests as NJEA may, from time to time, reasonably request, but such additional tests shall be performed at NJEA's sole cost and expense unless the metering equipment is found to be inaccurate by more than two percent (2%), in which event JCP&L shall bear the costs of such testing. NJEA shall be given reasonable advance notice of all metering activity and shall have the right to observe any such inspections, tests, replacements or adjustments.

4. NJEA shall provide representatives of JCP&L with access to JCP&L's meters at reasonable times for the purposes of reading, inspecting, testing and adjusting the same, provided that such access does not interfere with NJEA's normal business operations.

5. If, upon testing, any electrical measuring equipment is found to be in error by not more than two percent (2%), previous recordings of such equipment shall be considered accurate in computing deliveries of electricity generated at the Facility and delivered to the Facility Bus under this Agreement, but such equipment shall be promptly adjusted to record correctly. If, upon testing, any electrical measuring equipment shall be found to be inaccurate by an amount exceeding two percent (2%), then such equipment shall be promptly adjusted to record properly and previous recordings by such equipment shall be corrected to zero (0) error. Unless the period of inaccuracy can be accurately determined as a basis for adjustments, retroactive billing adjustments for errors with respect to any electrical measuring equipment shall be made for a period equal to one-half (1/2) of the time elapsed since the previous test of such electrical measuring equipment, but in no event more than six (6) months.

6. Should the primary metering equipment at any time fail to register, or should the registration thereof be so erratic so as to be meaningless, the electricity delivered shall be determined from the best information available, including, but not limited to, data from operator's logs and the results of telemetry equipment owned by NJEA under paragraph 1 of this Schedule G.

SCHEDULE H
to
AMENDED AND RESTATED
POWER PURCHASE AGREEMENT

INTERCONNECTION

PART I INTERCONNECTION FACILITIES

A. The following requirements are applicable to NJEA's drawings and specifications of the Interconnection Facilities, which requirements have been satisfied by NJEA on or before the Agreement Date: NJEA's drawings and specifications of the Interconnection Facilities shall include the following:

1. Accurate single line diagram of the Interconnection Facilities plus the substation and line construction for the interconnection facilities to be conveyed to JCP&L.

2. Detailed site plan for substation and line locations including twenty four (24) hour uninhibited access to same.

3. Plans and specifications for NJEA's facilities including major equipment and the respective manufacturers.

4. Details of protection and control of NJEA's facilities including that overlapping JCP&L's substation.

5. Generator and transformer data necessary to analyze fault and load currents at JCP&L's substation and flows into JCP&L's transmission system.

B. The following requirements are applicable to NJEA's design of the interconnection substation and have been satisfied by NJEA and became the property of JCP&L on or before the Agreement Date.

1. All JCP&L facility design standards including but not limited to:

a. foundations;

b. line structure;

c. switch and bus support structures, dead end structures;

d. grounding;

e. cables, conduits, and their installation;

f. security fence/gates;

g. protective relaying and control switchboards;

h. control building associated equipment; and

i. interchange metering.

2. Specific substation equipment must be on JCP&L's approved suppliers list or must be approved by JCP&L prior to purchase for use in this substation.

3. The design drawings must meet or exceed all JCP&L drafting design requirements including size, correctability, line/letter quality, and format. The drawings must be signed and sealed by a New Jersey State registered P.E.

4. The installation must be in compliance with all applicable local, state and federal codes and regulations. The provisions of the National Electrical Code, National Electrical Manufacturers Association, and American National Standards Institute shall be observed to the extent they are applicable.

C. The costs of all changes or additions necessary at remote JCP&L substations due to NJEA's installation that NJEA is obligated to pay have been paid by NJEA.

D. Maintenance of the equipment and isolation and fault protection systems must be performed and documented by NJEA or to the satisfaction of JCP&L. JCP&L reserves the right to inspect and/or test the equipment and protection systems.

E. Any change or alterations to the Interconnection Facilities or Protective Apparatus must be reviewed and approved by JCP&L prior to implementing and inspected and/or tested to the satisfaction of JCP&L before energizing.

F. The following obligation was applicable to JCP&L in connection to the design and construction of the Interconnection Facilities and has been satisfied on or before the Agreement Date: JCP&L agrees to maintain close engineering liaison with NJEA to insure that the facilities are designed in an acceptable manner and constructed consistent with JCP&L's practice.

G. NJEA hereby grants to JCP&L for the Term all necessary right-of-ways and easements on property owned or controlled by NJEA reasonably required by JCP&L to install, operate, maintain, replace and remove JCP&L's metering equipment and the Interconnection Facilities. NJEA hereby agrees to execute such grants, deeds, instruments, and other documents as required by JCP&L to enable JCP&L to record such rights of way and easements and to reflect the grant to JCP&L of the rights described in this paragraph. "Special Facilities" shall mean those additions and reinforcements to JCP&L's transmission system which would not be required but for the delivery of Contract Energy to JCP&L under this Agreement from the Facility.

H. If a separate interconnection is required in connection with, or as a result of a termination of, this Agreement, the Parties shall use reasonable commercial efforts to negotiate, execute and file with FERC a separate interconnection agreement. The Parties agree that JCP&L shall comply with all applicable laws, including applicable rules and regulations of FERC in connection with any termination or suspension of the interconnection rights of NJEA and the Facility provided by JCP&L hereunder. In the event the Parties cannot agree regarding the terms of any separate interconnection agreement, the Parties agree that the unexecuted interconnection agreement to be filed with FERC (and pursuant to which JCP&L shall provide interconnection service during the FERC proceeding to resolve the Parties' dispute relating to the terms of the separate interconnection agreement) shall include the terms and conditions regarding interconnection of the Facility set forth in this Agreement, together with any term s and conditions agreed to by both Parties and, with respect to any terms of the separate interconnection agreement as to which the Parties have not reached agreement, the most recent proposal made by or accepted by JCP&L (as the case may be) with respect thereto.

PART II INTERCONNECTION

A. JCP&L shall provide interconnection service to the Facility in order to allow all electricity generated at the Facility to be delivered to the PJM transmission system at the Facility Bus via the Interconnection Facilities. JCP&L's cost to provide such interconnection service is included in the negotiated amount of the Energy Payment and the other amounts payable pursuant to the other provisions of this Agreement.

B. Notwithstanding anything contained in this Agreement to the contrary, except as otherwise specifically provided in paragraph C of Part II of this Schedule G, JCP&L shall have the right to require NJEA to disconnect the Facility from JCP&L's transmission system (or otherwise curtail, interrupt or reduce purchases of Contract Energy from the Facility) whenever JCP&L deems, consist with Prudent Utility Practices, that such a disconnection, curtailment, interruption or reduction is necessary to facilitate construction, installation, maintenance, repair, replacement or inspection of any of JCP&L's or NJEA's facilities or equipment or due to System Emergencies, forced outages, potential overloading of JCP&L's transmission and distribution circuits or Force Majeure. NJEA hereby grants JCP&L and its representatives full and complete access to NJEA's interconnection equipment and Protective Apparatus in order to disconnect the same when necessary for the foregoing purposes. P rudent Utility Practices shall mean any of the practices, methods and acts engaged in or approved by a significant portion of the electric industry during the relevant time period, or any of the practices, methods and acts which, in the exercise of reasonable judgment in light of the facts known at the time the decision was made, could have been expected to accomplish the desired result at a reasonable cost consistent with good business practices, reliability, safety and expedition. Prudent Utility Practices is not intended to be limited to the optimum practice, method, or act to the exclusion of all others, but rather to be acceptable practices, methods or acts generally accepted in the region. Prudent Utility Practices shall include, but not be limited to, compliance with applicable laws and regulations, applicable control area standards and PJM Practices, the National Electric Safety Code, and the National Electrical Code, as they may be amended from time to time, including the criteria, rules and standar ds of any successor organizations.

C. If at any time NJEA fails to operate and maintain the Facility as provided herein and operation of the Facility endangers the safety of JCP&L's transmission system, JCP&L may disconnect from the Facility or otherwise refuse to accept and purchase electricity and capacity therefrom until such condition has been corrected. Without limiting or modifying the provisions of Section 15.2 hereof, nothing in this Schedule H limits the rights of the Parties under Section 205 and 206 of the Federal Power Act and FERC's rules and regulations thereunder.

D. Notwithstanding the foregoing, JCP&L shall have the right upon such notice as may be practicable under the circumstances to disconnect, interrupt, curtail or otherwise refuse to accept and purchase electricity generated by the Facility if conditions on the PJM transmission system are such that generators of all PJM member utilities are required to reduce generation to minimum levels during periods of low load in accordance with applicable PJM Practices; provided, however, that such right to refuse to purchase shall be limited, in the aggregate, to two hundred (200) hours annually during the ten (10) year period that commenced on the "Initial Delivery Date" under the Existing PPA and four hundred (400) hours annually thereafter, and, in any event, to no more than twenty (20) separate occurrences annually; and provided, further, that any interruption, curtailment or disconnection of electricity from the Facility pursuant to paragraph B of Part II of this Schedule G shall not be included i n calculating such amounts. JCP&L shall use its best efforts to (i) provide NJEA with prior notification of any such disconnection, interruption, curtailment or reduction to the extent practicable and (ii) resume acceptance of electricity from the Facility as promptly as practicable after the condition causing the disconnection, interruption, curtailment or reduction is eliminated. JCP&L shall notify NJEA of any modification or amendment to the PJM Agreement which would affect any material obligation of NJEA hereunder as promptly as practicable after the filing of such proposed modification or amendment with FERC. Any failure by NJEA to deliver Contract Energy due to the exercise by JCP&L of its rights pursuant to this paragraph D shall not constitute a Delivery Shortfall hereunder.

E. If JCP&L requires NJEA to disconnect the Facility from JCP&L's transmission system or reduce or curtail deliveries of electricity pursuant hereto, NJEA shall have the right, during such time period, to continue to serve its native load, if any.

F. JCP&L and NJEA shall use their best efforts promptly to correct any condition on their respective systems which necessitates the disconnection of the Facility from JCP&L's transmission system or the reduction, curtailment or interruption of electrical output of the Facility. JCP&L shall promptly reconnect the Facility to its system after any such condition has been corrected.

G. The Facility shall be operated with all of NJEA's Protective Apparatus in service whenever the Facility is connected to or operating in parallel with JCP&L's transmission system.

H. NJEA shall operate the Facility in parallel with JCP&L's transmission system and shall deliver electricity generated at the Facility at the Facility Bus in the form of 3 phase, 60 cycle alternating current. Unless otherwise requested by JCP&L, NJEA shall operate the Facility at a unity power factor or shall provide such reactive power as may be deemed necessary by JCP&L to maintain voltage levels and reactive area support to NJEA's system. At any time during which NJEA is using the Facility to generate electricity, JCP&L shall have the right on a short-term emergency basis to request that NJEA operate the Facility at any excitation level within the range of the Facility's capability as determined from the equipment manufacturer's recommendation and consistent with Prudent Utility Practices. NJEA shall, at net cost to NJEA, use its best efforts to comply with any such request.

I. At no time shall operation of the Facility, including the generator or any of its auxiliary devices, result in an electrical output in which individual harmonic distortion exceeds 5% of JCP&L's voltage waveform or the sum of all harmonics exceeds 5% of JCP&L's waveform, as measured at the Facility Bus.

PART III - SCHEMATIC DIAGRAM OF FACILITY BUS

SCHEDULE I
to
AMENDED AND RESTATED
POWER PURCHASE AGREEMENT

JCP&L SYSTEM NUG OPERATING GUIDELINES

JCP&L SYSTEM NUG OPERATING GUIDELINES MANUAL

TABLE OF CONTENTS
I. FOREWORD	I.1
II. SCOPE AND PURPOSE	II.1
III. GPU SYSTEM CONTROL CENTERS	III.1
IV. INTERCONNECTION PRACTICES	IV.1
A. Switching Safety and Reliability	IV.1
1. Switching Procedures	IV.1
2. Responsibility for Switching Equipment	IV.1
3 Opening and Tagging of Specified Company Devices	IV.1
B. Relaying	IV.2
1. NUG Relaying System Practices	IV.2
2. NUG Relaying System for the Facility	IV.2
3. NUG Underfrequency Relays	IV.2
C. Communications/Telemetering	IV.3
1. Communication Channels	IV.3
2. Telemetering/Data Requirements	IV.3
a. Equal to or greater than 10 MWh/hr	IV.3
b. Equal to or greater than 2 MWh/hr. but less than 10 MWh/hr	IV.4
c. Equal to our greater than 500 kWh/hr. but less than 2 MWh/hr	IV.4
d. Less than 500 kWh/hr	IV.4
3. Failure of Telemetering	IV.5
V. GENERAL NUG OPERATING GUIDELINES - NORMAL OPERATIONS	V.1
A. Generator Control	V.1
1. Governor Control	V.1
2. Automatic Regulation	V.1
B. Scheduling and Dispatch of Generation	V.2
1. [Section Intentionally Left Blank]	V.2
2. Synchronization and Disconnection Procedures	V.2
C. Voltage and Reactive Control	V.2
1. Voltage and Reactive Control Procedures	V.2
a. Removal of voltage regulators from service	V.3
b. Notification of voltage regulators removal/return	V.3
c. Manual voltage control	V.3
d. [Section Intentionally Left Blank]	V.3
e. Company prescribed reactive power schedule	V.3
D. Maintenance Scheduling and Approval	V.3
1. NUG Facility Maintenance	V.3
a. Planned maintenance period	V.3
b. Planned maintenance scheduling for NUGs providing net deliveries to the Company equal to                       or greater than 10 MWh/hr	V.4
c. Planned maintenance scheduling for NUGs providing net deliveries to the Company equal to                       or greater than 2.5 MWh/hr., but less than 10 MWh/hr	V.4
d. Planned maintenance scheduling for NUGs providing net deliveries to the Company of                       less than 2.5 MWh/hr	V.5
2. Company Facility Maintenance	V.5
E. NUG Unplanned Outages	V.5
F. Non-Company Area NUG/Control Area Requirements	V.6
1. Non-Company Area NUG/PJM Control Area	V.6
a. Operating Requirements	V.6
b. Accounting Requirements	V.7
2. Non-Company Area NUG/Different Control Area	V.7
a. Requirements for Generation Schedules Prepared in Advance	V.7
1. Schedule must be fulfilled	V.7
2. Requirements for Energy Sales	V.7
3. Timing of Schedules	V.8
4. Changes to the Schedule	V.8
b. Requirements for Instantaneous Scheduling	V.8
1. Automated Process	V.8
2. Requirements for Automated Process	V.9
3. Forecast of Generation Schedules	V.9
G. NUG Equipment and Contract Data	V.9
1. Company Information of NUG Installations	V.9
2. Company and Operator Exchange of Information	V.10
H. Verification Testing	V.10
VI. GENERAL NUG OPERATING GUIDELINES-EMERGENCY OPERATIONS	VI.1
A. System Emergency Conditions	VI.1
1. Company Direction of NUG Installation	VI.1
2. System Restoration from Blackout	VI.2
3. Automatic Voltage Regulation	VI.2
4. Voltage Reduction	VI.2
APPENDIX A
GLOSSARY OF TERMS	A.1
APPENDIX B
AUTOMATIC REGULATION REQUIREMENTS	B.1
APPENDIX C
FORMS	C.1

JCP&L SYSTEM NUG OPERATING GUIDELINES
I. FOREWORD
The GPU System, comprised of three operating electric utilities in Pennsylvania and New Jersey (individually and collectively, the "System", "Company" or "GPU"), is operated as a fully integrated and coordinated electric power pool providing reliable and economic service to its customers and a safe working environment for its employees. These goals are accomplished by applying industry and Company-established planning and operating criteria for integrating any new generating unit into the System. In addition, GPU coordinates its planning and operations with other utilities to fulfill its obligations as a member of the Power System to maintain overall system reliability. Non-Utility Generation ("NUG") facilities intending to interconnect with and operate in the coordinated Power System are expected to meet the same criteria and performance as each utility maintains for itself and to cooperate in maintaining overall system reliability.
These Guidelines include information needed to coordinate the installation and operations of NUG facilities with the Company, specifically for use by the NUG Operator and the Dispatcher to assure their coordinated operation.
These Guidelines will be revised from time to time by the Company in its sole discretion to address, among other things, the changing needs of the Company's electrical system, the rules and regulations of the Pennsylvania-New Jersey-Maryland Interconnection or any successor entity ("PJM"), the PJM system, and compliance with applicable regulatory or legal requirements.
Whenever possible, these Guidelines are intended to supplement and be interpreted consistent with the terms and conditions of any power purchase agreement ("PPA") between a NUG and the Company. In the event of a conflict between the terms and conditions of these Guidelines and an applicable PPA, the PPA shall control.
Any notification required under these Guidelines shall be provided, to the extent practical and reasonable under the circumstances, orally and confirmed thereafter in written form.
All written Company rules, practices, requirements, or guidelines referenced in these Guidelines shall be provided timely by the Company to the NUG Operator upon request.
All capitalized terms used in these Guidelines shall have the meanings specified in the Definition Section hereof unless the context clearly provides for a different meaning.
II. SCOPE AND PURPOSE
Every NUG facility which is synchronized to the System shall at all times coordinate its operation with the Company and provide all necessary and requested equipment to assure that the Company can operate its electrical system in a safe and reliable manner. Every NUG Operator shall (i) develop operating principles and procedures which shall thereafter be coordinated with the Company's requirements for normal and emergency operating conditions, and (ii) provide data to the Company regarding the operation and performance of the NUG facility. These Guidelines establish the minimum guidelines which must be satisfied by each NUG Operator, and NUG facility to assure proper integration of the NUG facility into the Company's system. Continuous cooperation between the NUG Operator and the Company is essential in order to assure that the System is operated in a safe and reliable manner.
III. GPU SYSTEM CONTROL CENTERS
The System includes an Energy Control Center and Transmission/Distribution Control Centers. Each NUG Operator shall coordinate energy-related operations with the GPU Energy Control Center ("GPU ECC"), and the appropriate Transmission/Distribution Control Center ("GPU T/DCC") for other operations. Energy- related operations include MWh generation output, Automatic Regulation, Generation Scheduling and Dispatch, and NUG facility outages. Other operations include Voltage Control, Switching, Safety and Reliability and System Restoration from Blackout.
The table below describes the communications protocol between a NUG facility operator and GPU.
COMMUNICATE WITH	DESCRIPTION / CATEGORY OF OPERATION	CONTROL CENTER*
IV. INTERCONNECTION PRACTICES
A. Switching Safety and Reliability		GPU T/D CC
V. GENERAL NUG OPERATING GUIDELINES - NORMAL OPERATIONS
A. Generator Control
1. Governor Control		GPU T/D CC
2. Automatic Regulation		GPU ECC
B. Scheduling and Dispatch of Generation
1. [Section Intentionally Left Blank]
2. Synchronization and Disconnection Procedures		GPU T/D CC & GPU ECC
C. Voltage and Reactive Control		GPU T/D CC
D. Maintenance Scheduling and Approval		GPU ECC
E. NUG Unplanned Outages		GPU ECC
H. Verification Testing		GPU ECC
*GPU ECC = GPU Energy Control Center GPU T/D CC = GPU Transmission/Distribution Control Center
VI. GENERAL NUG OPERATING GUIDELINES - EMERGENCY OPERATIONS
A. System Emergency Conditions
1. Company Direction of NUG Installation		Either/Both
2. System Restoration from Blackout		GPU T/D ECC
3. Automatic Voltage Regulation		GPU T/D ECC
4. Voltage Reduction		GPU T/D ECC

IV. INTERCONNECTION PRACTICES

A. Switching Safety and Reliability

1. Switching Procedures

The NUG Operator's switching procedures shall (i) be reviewed by the Company and (ii) at all times comply with and conform to the Company's switching procedures. These switching procedures shall at all times be followed precisely by the NUG Operator and closely coordinated between the NUG Operator and the Dispatcher. The Company shall provide a copy of its written switching procedures to the NUG Operator up on request.

2. Responsibility for Switching Equipment

The NUG Operator shall be responsible for switching all equipment it owns, operates or controls. A specified device to isolate the NUG facility from the Company's facilities shall be switched by the NUG Operator, whenever requested by the Company, and locked and tagged by Company personnel to provide safety clearance. All sources of potential shall be opened and tagged in accordance with Company's switching and tagging practices and safety rules. The Company may, at its option, isolate the NUG facility either remotely or locally, as circumstances warrant.

3. Opening and Tagging of Specified Company Devices

If requested by the NUG Operator, specified Company devices shall be operated and tagged by the Company according to the Company's switching and tagging practices and safety rules. Company switching and tagging practices and safety rules shall apply to (i) all situations involving Company personnel or property and (ii) any NUG Operator personnel involved with Company switching and tagging.

B. Relaying

1. NUG Relaying System Practices

The NUG relaying systems shall be consistent with the Company's relaying practices for:

- - Determination, isolation, communication, and correction of problems

- - Security

- - Maintenance on a scheduled cycle to assure reliability

- - The design and setting of the protective relay system (which shall be subject to the prior review and acceptance by the GPU T&D Engineering Department).

2. Relaying System for the NUG Facility

The relaying system for the NUG facility shall be sufficient to prevent or limit equipment damage for contingencies:

- - Within the facility

- - External to the facility and on the System

3. NUG Underfrequency Relays

If the NUG facility's relaying system includes underfrequency relays, these relays shall be set so that the NUG facility is not tripped above 57.5 Hz, unless otherwise approved by the Company.

C. Communications/Telemetering

1. Communication Channels

The NUG Operator shall provide adequate and reliable telephone communication channels, manned by responsible personnel, to integrate the NUG facility's operation with the System under both normal and emergency conditions.

2. Telemetering/Data Requirements

The following classification ratings are based on a NUG facility's typical net electric energy deliveries to the Company. Supervisory Control and Data Acquisition ("SCADA") system and metering shall be consistent with the Company's practices, and compatible with GPU's computer and communication systems. The purchasing electric system, if other than GPU, may require the NUG Operator to install a second set of telemetering equipment, in addition to that required by the Company. JCP&L agrees that the existing Telemetering System installed at NJEA's Sayreville facility meets the intent of this section and no modifications are necessary.

a. Equal to or greater than 10 MWh/hr.

For NUG facilities capable of delivering 10 MWh/hr. or more to the Company, the NUG Operator shall provide telemetered data via a SCADA system and an associated, dedicated communications channel to the Company's dispatch computer. Telemetered data shall include, but is not limited to:

- - MW

- MVAR

- Mwh

- Voltage

- Equipment Status

- Control Signals

b. Equal to or greater than 2 MWh/hr., but less than 10 MWh/hr.

For NUG facilities delivering energy equal to or greater than 2 MWh/hr. but less than 10 MWh/hr. to the Company, the NUG Operator shall provide telemetered data for:

- - MW

- MWh

c. Equal to our greater than 500 kWh/hr., but less than 2 MWh/hr.

For NUG facilities delivering energy equal to or greater than 500 kWh/hr. but less than 2 MWh/hr. to the Company, the NUG Operator shall provide:

- - Hourly MWh to be forwarded automatically to the Company by 8:00 a.m. of the following day.

d. Less than 500 kWh/hr.

For NUG facilities delivering energy less than 500 kWh/hr. to the Company, the NUG Operator shall provide:

- - Hourly kWh or MWh to be forwarded to the Company by the second working day of the month.

In addition, the Company may require the ability to disconnect the NUG facility from the Company's system via Supervisory Control.

3. Failure of Telemetering

It is expected and intended that telemetered data shall be sent to the Company automatically. In the event that the telemetered data is not automatically received by the Company on a temporary basis, the NUG Operator shall call the Company with the operating data at intervals specified by the Company. The NUG Operator shall correct any problems associated with the failure of telemetering equipment within a reasonable time.

V. GENERAL NUG OPERATING GUIDELINES - NORMAL OPERATIONS

A. Generator Control

1. Governor Control

For any NUG facility engaged in parallel operation with the Company, the NUG Operator shall:

a. Operate on automatic governor control, except for the periods immediately before generating equipment is being removed from service and immediately after it has been placed in service, and

b. Minimize governor outages during periods of operation.

2. Automatic Regulation Control ("AR") (Automatic Generation Control - "AGC")

For any NUG facility with a capacity rating of 50 MW or greater, the NUG Operator shall adhere to the following operational requirements:

a. The NUG Operator shall install, operate and provide Automatic Regulation equipment capable of responding to the Company's automatic signal.

b. The NUG Operator shall install, operate and provide Automatic Regulation capability equal to a minimum of +-2 MW.

c. Each NUG Operator shall insure that its facility's AR equipment is capable of operating at all times, and in actual operation. NUG facilities may be taken off AR by the NUG operator during startup, shutdown and boiler outages and at such other times as the Company may reasonably allow.

d. If for any reason the NUG facility fails to provide AR (except when directed by GPU), the NUG Operator shall be solely responsible restoring the AR to operational status as soon as possible.

e. The NUG Operator shall notify the Company by telephone of any material change in the regulating capability of the NUG facility that materially affects (or is projected to affect) its operation.

f. The NUG Operator shall activate or deactivate a NUG facility's Automatic Regulation capability at the direction of the Dispatcher.

g. The NUG Operator shall also comply in all respects with Appendix B - "Automatic Regulation Requirements".

B. Scheduling and Dispatch of Generation

1. [Section Intentionally Left Blank]

2. Synchronization and Disconnection Procedures

NJEA shall synchronize the Facility to and disconnect the Facility from the Company's electrical system in accordance with PJM procedures.

C. Voltage and Reactive Control

1. Voltage and Reactive Control Procedures

The NUG Operator shall operate the NUG facility with automatic voltage regulation equipment in service at all times, except for outages of the regulator for maintenance or equipment failure.

a. Removal of voltage regulators from service

The NUG Operator shall obtain Dispatcher approval for the scheduling of all voltage regulator maintenance. The NUG Operator shall request the Company's approval of an outage schedule with as much lead time as possible. The NUG Operator shall minimize the duration of regulator equipment outages.

The NUG Operator shall obtain the Dispatcher's prior approval (i.e., at least 30 minutes) to remove the voltage regulator from service.

b. Notification of voltage regulators removal/return

The NUG Operator shall promptly notify the Dispatcher of regulator equipment removal from and return to service.

c. Manual voltage control

The NUG Operator shall provide manual voltage regulation to maintain the prescribed voltage schedule or reactive power schedule during voltage regulator equipment outages.

d. [Section Intentionally Left Blank]

D. Maintenance Scheduling and Approval

1. NUG Facility Maintenance

a. Planned maintenance period

No NUG facility maintenance shall be planned by the NUG Operator during the Summer peak period months (nominally June 15 to September 15) and Winter peak period months (nominally December 15 to February 28). The exact dates vary each year.

b. Planned maintenance scheduling for NUGs providing net deliveries to the Company equal to or greater than 10 MWh/hr.

1) NJEA shall schedule all planned outages with PJM in accordance with PJM established procedures.

c. Planned maintenance scheduling for NUGs providing net deliveries to the Company equal to or greater than 2.5 MWh/hr., but less than 10 MWh/hr.

1) The NUG Operator shall submit the NUG facility's Planned Outage schedule requests in writing to the Company for its approval or rejection no less than 30 days in advance of the start of a Planned Outage.

2) Any changes to the NUG facility's Planned Outage schedule shall be communicated by the NUG Operator to the Company by telephone as soon as reasonably practical to do so and confirmed in writing.

3) The NUG Operator shall assume approval by the Company unless it receives written rejection of the Planned Outage request schedule within ten (10) working days of the Company's receipt of the outage request.

4) The NUG Operator shall notify the Dispatcher of its intent to remove equipment from service by 10:00 a.m. five (5) working days prior to, and again 30 minutes before the approved planned maintenance outage begins. The Dispatcher may request the NUG Operator to delay or reschedule the planned maintenance outage if system conditions warrant.

d. Planned maintenance scheduling for NUG facilities providing net deliveries to the Company of less than 2.5 MWh/hr.

1) Planned maintenance outages for NUG facilities of this size shall be reported by the NUG Operator as requested by the Company from time to time.

2. Company Facility Maintenance

a. To the extent practical, the Company shall provide to the NUG Operator not less than one week advance notice of its intention to perform planned maintenance on its facilities that may affect the NUG facility's operations. The Company shall submit to the NUG Operator any changes to the Company's facilities outage schedule(s) as soon as reasonably practical to do so.

b. The Company shall notify the NUG Operator as soon as reasonably practicable of the expected time of the return to service of any Company facilities that affect the operations of the NUG facility.

E. NUG Unplanned Outages

NJEA shall notify PJM of all unplanned outages in accordance with PJM established procedures.

Notwithstanding the preceding sentence, the NUG Operator shall notify the Dispatcher as soon as reasonably possible of the following:

- - the name, type and other description of the equipment forced out

- the starting time of the Unplanned Outage

- the MW reduction resulting (or expected to result) from the Unplanned Outage

- the estimated time the equipment incurring the Unplanned Outage is expected to return to service

- the time the NUG equipment is actually returned to service.

F. NUG Facilities Not Directly Connected to the Company's or Purchaser(s) Electrical System

The location of a NUG facility and/or the ultimate destination(s) of energy produced thereby may cause the energy to be transferred outside of the service territory of the electric utility with whom the NUG facility is electrically connected or where the NUG facility is physically located. Under these circumstances, intervening utilities (i.e., Wheelers) may be involved in transporting energy from the NUG facility to the final purchaser(s). In these cases regular, timely and proper communications (and the dissemination of information) shall be maintained between and among all interested parties. Wheeling charges may be applied and losses may be taken as the energy is transferred through a Wheeler's service territory. Those charges are subject to any applicable contract provisions, filed tariffs, and operating conditions.

These situations require the NUG Operator and affected parties to develop contracts and operating procedures to assure proper operations and accounting.

1. NUG Facility, Host and Purchaser (s) All Within Same (PJM) Control Area

For a NUG facility connected to a Host that is in the same Control Area as the Purchaser(s), the following is required:

a. Operating Requirements

Any NUG facility providing energy to a Purchaser(s) shall adhere to and satisfy the operating requirements, contracts, filed tariffs, and any applicable guidelines of the Purchaser(s) and Host, and shall develop operating procedures in coordination with the affected Host and Purchaser(s).

b. Accounting Requirements

Any NUG facility providing energy to a Purchaser(s) shall adhere to and satisfy the accounting requirements and any applicable guidelines of the Purchaser(s) and Host, and shall develop accounting procedures in coordination with the affected Host and Purchaser(s).

2. NUG Facility, Host and Purchaser(s) not Within Same (PJM) Control Area

When a NUG facility, Host and Purchaser(s) are in different Control Areas, in addition to the requirements in paragraph 1 above, the NUG Operator and Dispatchers must develop and coordinate generation schedules among all affected parties. These schedules may be prepared in advance or developed instantaneously. The two methods are described below:

a. Requirements for Generation Schedules Prepared in Advance

1. Schedule must be fulfilled

The NUG Operator shall deliver to its Host all energy that was pre-scheduled. Any differences between the hourly generation schedule and the actual NUG generation shall be reconciled by the Host and the NUG Operator, in accordance with contracts and procedures established between them.

2. Requirements for Energy Sales

(a) the NUG Operator shall submit the generation schedule(s) to the Host and to the Dispatcher(s) who shall coordinate the schedules with their respective Control Areas;

(b) the requirements of the schedules shall be in accordance with procedures established by each of the affected parties.

3. Timing of Generation Schedules

The timing of the generation schedules shall be in accordance with procedures established by the affected parties, and in any event, shall be submitted to the Company by 10:00 AM on the previous working day to which the schedules apply.

A forecast of expected hourly NUG facility generation schedules for the next week shall be provided by the NUG Operator to the Company by 10:00 AM Thursday of each week or by Wednesday, if Thursday or Friday is a Company holiday. The NUG Operator shall also provide any forecasted generation schedules to any or all affected parties in accordance with their requirements.

4. Changes to the Generation Schedule

No changes to the generation schedule(s), including changes resulting from emergency conditions, shall be permitted unless the NUG Operator provides all parties at least one (1) hour advance notice. Any such changes shall be effective at the start of an hour.

b. Requirements for Instantaneous Scheduling

1. Automated Process

The NUG Operator and all affected parties shall develop an automated process to continually develop generation schedules for all affected parties.

2. Requirements for Automated Process

The automated processes will include instantaneous MW data for real time interchange scheduling among the affected parties and hourly MWh data for accounting and billing.

3. Forecast of Generation Schedules

A forecast of expected hourly NUG generation schedules for the next week shall be provided by the NUG Operator to the Company by 10:00 AM Thursday of each week, or by Wednesday, if Thursday or Friday is a Company holiday. The NUG Operator shall also provide any forecasted generation schedules to any or all affected parties in accordance with their requirements.

G. NUG Equipment and Contract Data

1. Company Information of NUG facilities

In order to ensure that all Company personnel responsible for operating the System affected by the NUG facility are familiar with its equipment configurations, capabilities and operating parameters, the Company may from time to time request, and the NUG Operator shall provide in a timely manner to the Company, detailed information about the type, nature, and operating characteristics of the NUG facility and all related equipment.

2. Company and NUG Operator Exchange of Information

The NUG Operator and Dispatcher shall promptly exchange all information relating to all conditions which affect (or could affect) the operations of the NUG facility and/or the Company's electric system and facilities.

H. Verification Testing

NJEA shall coordinate with PJM to perform periodic verification tests of the NUG facility's capacity ratings. Such ratings shall be provided by the NUG Operator to PJM on the "PJM Net Capability Verification Report" forms (Appendix C).

VI. GENERAL NUG OPERATING GUIDELINES - EMERGENCY OPERATIONS

The NUG Operator and Company shall maintain communication/contact during all GPU System emergency conditions.

A. System Emergency Conditions

1. Company Direction of NUG Operation

During an emergency, as determined/declared by PJM, the NUG Operator shall respond as promptly as possible to all directives from PJM with respect to all matters affecting the operation of the NUG facility including, without limitation, the following:

a. Thermal overload of electrical circuits (actual or contingency),

b. High or low voltage conditions (actual or contingency)

c. Minimum generation emergency conditions occurring on the GPU and/or PJM System or the Interconnected System.

d. Maximum generation emergency - deactivate Automatic Regulation.

PJM may also direct the NUG Operator to (i) modify the NUG facility's energy and/or reactive output and/or (ii) disconnect the NUG facility from the Company's electrical system.

If safety or system reliability conditions warrant, the Dispatcher or PJM may isolate the NUG facility from the Company's electrical system without notice to the NUG Operator or upon such notice as is possible under the circumstances. The Dispatcher and/or PJM shall advise the NUG Operator as soon as possible of any forced outages of the Company's facilities which affect the operations of the NUG facility.

When the Dispatcher has determined that the emergency conditions have been alleviated, he/she shall inform the NUG Operator and allow the NUG Facility to return to normal operations consistent with prudent electrical practices.

2. System Restoration from Electric Transmission System Outage

In order to safely and rapidly restore the electric transmission system following a outage of any or all of that system, a NUG facility that has been isolated from the Company's electrical system shall be allowed to reconnect only under the direction of the Dispatcher.

In all cases the NUG facility shall be ready to return to service and provide energy to the Company as soon as possible.

3. Automatic Voltage Regulation

Unless the Company requests a manual adjustment, the NUG Operator shall maintain the NUG facility's automatic voltage regulator in service during an emergency declared/determined by the Company and/or PJM.

4. Voltage Reduction

The NUG Operator shall participate in any voltage reduction declared/determined by the Company and/or PJM at any time, and operate the NUG facility at the voltage level then-requested by PJM.

APPENDIX A - DEFINITIONS

Control Area An electrical system interconnected with others that is capable of regulating its generation in order to maintain its interchange schedule with other systems.

Dispatcher The Company person(s), available at all times, to coordinate the day to day operation of the NUG facility with the Power System. Unless otherwise directed by the Company, the "Dispatcher" shall be the Energy Resource Dispatcher at the GPU Control Center in Reading, or be a GPU Transmission Dispatcher or Distribution Dispatcher at any of GPU Energy's Transmission and Distribution Control Centers.

GPU GPU, Inc., the parent corporation of the Company.

GPU System The three operating electric utilities (and related service territories) owned by GPU, i.e. the Pennsylvania Electric Company, Metropolitan Edison Company and Jersey Central Power and Light Company, and their Affiliates.

Host The utility in whose electric service territory a NUG facility is geographically located and electrically connected, and under circumstances where the energy produced by the NUG facility is contracted to a utility located outside of the Host's service territory. If a wheeling or transmission fee is charged by the Host as part of the total cost of delivering such energy outside of the Host's electric service territory, the Host is also a wheeler.

kWh kilowatt-hour.

Maximum Emergency Generation a condition that exists on PJM and/or GPU electrical system when all available generating capacity has been placed in service and is generating the normal maximum net plant output and additional generation is required to meet peak load demands or to safeguard the operation of the Company's electrical system and/or PJM.

Minimum Generation Emergency a condition that exists on PJM and/or GPU electrical system when non-nuclear utility generating units and purchased power are reduced to their normal minimum capability and further reductions in generation output are required for proper control of the electrical system in meeting electrical system load.

MW megawatt

Mwh megawatt-hour

NUG facility A facility for generating electricity which is not exclusively owned by an electric utility and which operates connected to an electric utility system. NUG facilities include several classifications:

Co-generator A facility that generates electricity for sale to a utility and also produces at least one other form of useful thermal energy for industrial or commercial purposes.

EWG Exempt Wholesale Generator. This is not a PURPA Qualifying Facility.

IPP Independent Power Producer. This is not a PURPA Qualifying Facility.

Non-QF Power source that does not meet the PURPA Qualifying Facility criteria. This is an Independent Power Producer (IPP).

QF Qualifying Facility. Under PURPA regulations, this is a NUG facility that meets Qualifying Facility status.

SPP Small Power Producer. This can be either a PURPA Qualifying Facility (QF) or an Independent Power Producer (IPP).

NUG Operator* The entity or person in actual charge of the day to day operations of a NUG facility.

NUG Owner* The owner or partial owner of a NUG facility.

PJM Pennsylvania New Jersey Maryland Interconnected Power Pool.

Planned Outage A complete or partial outage of the Facility that has been scheduled with the Company more than two (2) months in advance of the outage pursuant to the terms of a facilities' Power Purchase Agreement.

Purchaser The purchaser of NUG energy and/or capacity.

PURPA Public Utilities Regulatory Polices Act.

Unplanned Outage An outage which, due to equipment failure or inability of the NUG Operator to maintain net generation to the Company, requires that the NUG facility be removed from service or reduce output. Unplanned outages include "Maintenance Outages" which are scheduled less than two (2) months in advance, and can be postponed to the weekend past the immediately succeeding weekend, and "Forced Outages" which are unscheduled, and generally immediate.

Wheeler The utility using its transmission system to transfer energy that is en route from a NUG source to a purchaser.

*May be both or either

APPENDIX B - AUTOMATIC REGULATION REQUIREMENTS

The NUG facility shall operate in a manner that provides the megawatts of Automatic Regulation specified in any applicable PPA. Automatic Regulation shall be controlled by a signal from PJM. GPU shall cooperate with NJEA to reconfigure the Automatic Regulation signal for NJEA to be delivered directly from PJM. NJEA shall maintain Automatic Regulation in working order and will comply with all PJM rules and procedures covering Automatic Regulation, including testing.

APPENDIX C

(EACH APPENDIX C FORM IS TITLED AT TOP OF PAGE)

APPENDIX C - APPLICATION FOR PROTECTIVE TAGGING ON LINES OR EQUIPMENT

APPENDIX C - GPU NUG GENERATING EQUIPMENT REDUCTION

APPENDIX C - GPU ENERGY SYSTEM OPERATIONS TELEPHONE LISTING

APPENDIX C - GPU ENERGY CONTROL CENTER CONTACTS

APPENDIX C - Weekly Power Production Forecast of Anticipated Hourly MWH Deliveries

APPENDIX C - PJM NET CAPABILITY VERIFICATION REPORT

APPENDIX C - PJM NET CAPABILITY VERIFICATION REPORT

APPENDIX C - Generating Company - Generator Maintenance Schedule

EX-10

Exhibit 10.47

SAYREVILLE
EXECUTION
AGREEMENT





Dated May 16, 2003

between


JERSEY CENTRAL POWER & LIGHT COMPANY


and


North Jersey Energy Associates, A Limited Partnership

SAYREVILLE EXECUTION AGREEMENT
THIS AGREEMENT entered into this 1st day of February 2003, by and between TRANSCONTINENTAL GAS PIPE LINE CORPORATION, a Delaware corporation, hereinafter referred to as "Seller," first party, and NORTH JERSEY ENERGY ASSOCIATION, hereinafter referred to as "Buyer," second party,
RECITALS
A. JCP&L and NJEA are parties to a Power Purchase Agreement dated as of October 22, 1987, as amended to date as set forth in Schedule 1 hereof (the "Power Purchase Agreement") pursuant to which JCP&L purchases from NJEA contract capacity of not less than 250 MW and associated electricity from the natural gas-fired electricity and steam generating plant owned by NJEA and located in the borough of Sayreville, New Jersey (the "Facility").
B. In connection with a financing relating to the Facility and a nominal 300 MW natural gas-fired electrical and steam generating plant owned by Northeast Energy Associates, A Limited Partnership ("NEA") in the town of Bellingham, Massachusetts (the "Bellingham Facility"), ESI Tractebel Funding Corp., a Delaware corporation (formerly IEC Funding Corporation) ("ESI Funding") issued its senior secured securities (the "Senior Secured Notes") pursuant to the Trust Indenture, dated as of November 15, 1994, among ESI Funding, NJEA, NEA and State Street Bank and Trust Company, as trustee (the "Senior Trustee"), as supplemented by the First Supplemental Indenture dated as of November 15, 1994, and the Second Supplemental Trust Indenture dated as of January 14, 1998, (collectively, the "Senior Indenture"). As part of the security for the Senior Secured Notes, NJEA collaterally assigned its right, title and interest to the Power Purchase Agreement to the Senior Trustee on behalf of the holders of the Senior Secured Notes, and pledged all of the revenues received under, and granted a priority perfected security interest in, the Power Purchase Agreement to the Senior Trustee on behalf of the holders of the Senior Secured Notes pursuant to the Senior Indenture and related security documents. The Senior Secured Notes are also secured by NEA's interests in the Bellingham Facility and its related revenue-generating agreements.
C. In connection with an additional financing to, among other purposes, acquire and provide additional capital for the Facility and the Bellingham Facility, ESI Tractebel Acquisition Corp., a Delaware corporation ("ESI Acquisition," and together with ESI Funding, the "Issuers") issued its secured securities (the "Junior Secured Notes") pursuant to the Indenture, dated as of February 19, 1998, among ESI Acquisition, Northeast Energy, LP, a Delaware limited partnership ("NELP") and Northeast Energy, LLC, a Delaware limited liability company ("NELLC"), directly and wholly owned by NELP, and State Street Bank and Trust Company, as trustee (the "Junior Trustee"), as supplemented by the First Supplemental Indenture dated as of February 19, 1998, (collectively, the "Junior Indenture"). The Junior Secured Notes are subordinate to the Senior Secured Notes and are payable by NELP from distributions to it by NJEA and NEA.
D. Simultaneously with the execution of this Agreement, JCP&L and NJEA will execute and deliver an amended and restated power purchase agreement (as amended by the New PPA Amendments (as hereinafter defined), if any, the "Amended and Restated Power Purchase Agreement") to provide, among other things, that NJEA will deliver electricity from the Facility and/or from sources other than the Facility and that JCP&L will be entitled to receive periodic payments from NJEA if certain conditions set forth therein are satisfied. The Amended and Restated Power Purchase Agreement, this Agreement, the agreements and documents described in Section 1.2 hereof to which JCP&L is a party and the other certificates, instruments and documents to be delivered by JCP&L to consummate the Transactions (as hereinafter defined) and perform its obligations as contemplated hereby and thereby are collectively referred to as the "JCP&L Documents".
E. NJEA will collaterally assign all of its rights under the Amended and Restated Power Purchase Agreement to the Senior Trustee and the Issuers of the Senior Secured Notes as collateral security for the Senior Secured Notes pursuant to the "Assignment Agreement".
F. On the Closing Date (as hereinafter defined): (1) the Amended and Restated Power Purchase Agreement will become effective in accordance with its terms, (2) the Power Purchase Agreement will terminate, (3) the collateral assignment contemplated by the Assignment Agreement will occur, (4) the Gas Purchase Agreements (as hereinafter defined) shall have been restructured or terminated, or NJEA shall have determined that such restructuring or termination is not required, as provided in Section 5.2(h) hereof and (5) the Steam Sales Agreement (as hereinafter defined) shall have been restructured or terminated, or NJEA shall have determined that such restructuring or termination is not required, as provided in Section 5.2(i) hereof. The foregoing (and any necessary transactions between NJEA and JCP&L incident to any of them) shall collectively be referred to herein as the "Transactions".
G. The Closing Date will not occur until the New Jersey Board of Public Utilities (the "NJBPU") has approved this Agreement, the Amended and Restated Power Purchase Agreement, and the Transactions, in each case, by a written decision that: (1) is reasonably acceptable in form and substance to JCP&L and allows for full and timely recovery from its ratepayers of all amounts paid by JCP&L to NJEA under the Amended and Restated Power Purchase Agreement and the other JCP&L Documents (the "NJBPU Order"); (2) is final and non-appealable (the "Final Decision"); and (3) includes the findings set forth in Schedule 2 hereof (the "Required Findings"). The date on which the NJBPU issues the NJBPU Order containing the Required Findings is referred to herein as the "Initial Order Date". The date on which the NJBPU Order containing the Required Findings becomes a Final Decision is referred to herein as the "Final Order Date." The date on which JCP&L shall cause the Petition (as defined in Section 4.2 hereof) to be filed with the NJBPU is referred to herein as the "Filing Date".
H. After the execution hereof and prior to the Filing Date, NJEA shall take steps it deems necessary with respect to the Gas Purchase Agreements and the Steam Sales Agreement so as to enable JCP&L to file the Petition as contemplated under Section 4.2 hereof.
I. JCP&L and NJEA are parties to a Stipulation of Agreement of Non-Disclosure of Confidential or Protected Information dated as of August 27, 2001 (the "Stipulation of Agreement of Non-Disclosure of Confidential or Protected Information").
J. JCP&L and NJEA (each a "Party" and collectively the "Parties") believe that the consummation of the Transactions on the terms set forth herein and in the Execution Documents (as hereinafter defined) is in their respective best interest.
NOW, THEREFORE, in consideration of the foregoing and of the agreements contained herein, the Parties agree as follows:
ARTICLE 1 TRANSACTION DELIVERABLES
1.1. Amended and Restated Power Purchase Agreement.
(a) On the Closing Date, each Party shall deliver a certificate stating that all of the applicable conditions precedent set forth herein and in the Amended and Restated Power Purchase Agreement have been satisfied or waived by the Party entitled to the benefit thereof and the "Effective Date" under the Amended and Restated Power Purchase Agreement has occurred, together with any amendments to the Amended and Restated Power Purchase Agreement which are entered into after the Contract Date and before the Closing Date which amendments shall not impair the validity or effectiveness of the Final Decision (collectively, the "New PPA Amendments"). The Amended and Restated Power Purchase Agreement shall, among other things, provide for: (1) the delivery of electricity and capacity to JCP&L by NJEA from the Facility and/or sources other than the Facility and (2) the purchase by JCP&L of electricity and capacity for an Energy Payment specified therein. The executed Amended and Restated Power Purchase Agreement is attached hereto as Exhibit 1.
(b) Subject to the terms and conditions set forth herein (including, without limitation, the satisfaction or waiver of the applicable conditions precedent set forth in Article 5 hereof), on the Closing Date, JCP&L and NJEA agree to: (1) cause to be executed and delivered any New PPA Amendments, (2) commence performance under the Amended and Restated Power Purchase Agreement in accordance with its terms and (3) cause to be executed and delivered such other instruments and documents as are contemplated hereby and thereby.
1.2 Closing.
(a) Closing Date and Effective Time. Unless this Agreement is earlier terminated pursuant to the terms hereof, the Transactions shall be consummated at a closing to be held at approximately 10:00 a.m. Eastern time at a location to be agreed upon by the Parties, on the date (the "Closing Date") that the conditions described in Article 5 hereof have been satisfied or waived by the Party entitled to the benefit thereof. As used herein the "Effective Time" shall mean 11:59 p.m. on the Closing Date.
(b) Deliverables by JCP&L. On the Closing Date and subject to the terms and conditions set forth herein, JCP&L shall deliver, or cause to be delivered, to NJEA or its designee:
(1) the closing certificate described in the first sentence of Section 1.1(a) hereof;
(2) any New PPA Amendments duly executed by JCP&L, together with the Amended and Restated Power Purchase Agreement attached hereto as Exhibit 1, duly executed by JCP&L;
(3) the Mutual Release between JCP&L and NJEA duly executed by JCP&L, substantially in the form attached hereto as Exhibit 2, which provides for a mutual release between JCP&L and NJEA of all of their respective obligations and liabilities under the Power Purchase Agreement arising prior to the Effective Time (the "Mutual Release");
(4) the Consent to Collateral Assignment between JCP&L and the Senior Trustee (on behalf of the holders of the Senior Secured Notes), in form and substance reasonably acceptable to JCP&L, NJEA and the Senior Trustee, duly executed by JCP&L, in which JCP&L consents to the collateral assignment by NJEA of the Amended and Restated Power Purchase Agreement to the Senior Trustee (on behalf of the holders of the Senior Secured Notes) and provides certain rights and benefits to the Senior Trustee on behalf of the holders of the Senior Secured Notes with respect to JCP&L's exercise of its rights under the Amended and Restated Power Purchase Agreement ("Consent to Collateral Assignment");
(5) a certificate of JCP&L authorizing the return to NJEA of the NJEA Deposit (as defined in, and held in escrow pursuant to, the Escrow Agreement between Thelen Reid & Priest LLP (the "Escrow Agent"), Hogan & Hartson LLP, JCP&L and NJEA (the "Escrow Agreement"));
(6) an opinion or opinions from legal counsel to JCP&L, addressed to NJEA, the Issuers, the Senior Trustee and the holders of the Senior Secured Notes, relating to matters between JCP&L, NJEA, the Issuers, the Senior Trustee and the holders of the Senior Secured Notes, in form and substance reasonably satisfactory to JCP&L, NJEA, the Issuers, the Senior Trustee and the holders of the Senior Secured Notes;
(7) a certificate of JCP&L stating that the representations and warranties of JCP&L set forth in this Agreement and the Amended and Restated Power Purchase Agreement are true and correct as of the Closing Date;
(8) a release by McManus & Miles of any claims it may have against NJEA or any of its affiliates for, or with respect to, amounts owed to McManus & Miles in consideration of its services provided to JCP&L in connection with the Transactions, in form and substance reasonably satisfactory to NJEA; and
(9) such other instruments and documents executed or provided by JCP&L as may reasonably be required by NJEA, the Senior Trustee or the holders of the Senior Secured Notes or their respective legal counsel to evidence the consummation of the Transactions, including, without limitation, those items to be delivered by JCP&L and its legal counsel pursuant to Article 5 hereof.
(c) Deliverables by NJEA. On the Closing Date and subject to the terms and conditions set forth herein, NJEA shall deliver, or cause to be delivered, to JCP&L or its designee:
(1) the closing certificate described in the first sentence of Section 1.1(a) hereof;
(2) any New PPA Amendments duly executed by NJEA, together with the Amended and Restated Power Purchase Agreement attached hereto as Exhibit 1, duly executed by NJEA;
(3) the Mutual Release duly executed by NJEA, substantially in the form attached hereto as Exhibit 2;
(4) a certificate of NJEA authorizing the return to JCP&L of the JCP&L Deposit (as defined in, and held in escrow pursuant to, the Escrow Agreement);
(5) an opinion or opinions from legal counsel to NJEA, addressed to JCP&L and the holders of the Senior Secured Notes, relating to matters between NJEA, the Issuers, JCP&L, the Senior Trustee and the holders of the Senior Secured Notes, in form and substance reasonably satisfactory to NJEA, the Issuers, JCP&L, the Senior Trustee and the holders of the Senior Secured Notes;
(6) a certificate of NJEA stating that the representations and warranties of NJEA set forth in this Agreement and the Amended and Restated Power Purchase Agreement are true and correct as of the Closing Date; and
(7) such other instruments and documents executed or provided by NJEA as may reasonably be required by JCP&L or its legal counsel to evidence the consummation of the Transactions, including, without limitation, those items to be delivered by NJEA and its legal counsel pursuant to Article 5 hereof.
ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF JCP&L
JCP&L represents and warrants to NJEA as of the Contract Date and as of the Closing Date (except in the event such representation or warranty by its terms is made only as of a certain date) as follows:
2.1. Authority.
JCP&L is a corporation duly organized, validly existing and in good standing under the laws of the State of New Jersey and has all requisite corporate power and authority to be bound by the terms of this Agreement and, subject to the satisfaction or waiver by JCP&L of the conditions set forth in Section 5.1 hereof, the other JCP&L Documents. The execution and delivery of, and the performance by JCP&L of its obligations under, this Agreement have been duly and validly authorized by all necessary corporate action of JCP&L. This Agreement has been duly and validly executed and delivered by JCP&L and constitutes a valid and binding obligation of JCP&L, enforceable against JCP&L in accordance with its terms, except as such enforceability may be limited by law or principles of equity. On the Closing Date and subject to the satisfaction or waiver by JCP&L of the conditions set forth in Section 5.1 hereof, the other JCP&L Documents, when executed and delivered by JCP&L in accordance with this Agreement, shall constitute the valid and binding obligations of JCP&L enforceable against it in accordance with their respective terms, except as such enforceability may be limited by law or principles of equity.
2.2 No Conflicts.
Subject to the satisfaction or waiver by JCP&L of the conditions set forth in Section 5.1 hereof, neither the execution and delivery of the JCP&L Documents by JCP&L, nor the consummation or performance of the Transactions by JCP&L, will (1) violate or conflict with any provisions of JCP&L's restated certificate of incorporation or bylaws, (2) violate, conflict with or result in the breach or termination of any material agreement or instrument to which JCP&L is a party or (3) violate or conflict with (or require any filing, consent, or similar action under) any law, rule, regulation, judgment, order, injunction, decree or award that applies to or binds JCP&L or its property.
2.3 Litigation.
There is no action, claim, demand, suit, proceeding, arbitration, grievance, citation, summons, subpoena, inquiry or investigation of any nature, civil, criminal, regulatory or otherwise, in law or in equity, pending or, to the knowledge of JCP&L, threatened against or relating to the Transactions or JCP&L's participation therein, which could reasonably be expected to (i) have a material adverse effect on the Transactions or (ii) prevent the performance by JCP&L of its obligations under the JCP&L Documents.
2.4 No Additional Conditions.
Except for the satisfaction of the conditions specifically identified in this Agreement (which may be waived by JCP&L), there are no other conditions precedent to (i) JCP&L's execution, delivery or performance of this Agreement and the JCP&L Documents or (ii) JCP&L's implementation of the Transactions.
2.5 No Brokers.
No finder, broker or agent has been employed, appointed or authorized to act on behalf of JCP&L in connection with the Transactions.
2.6 No Assignment; Amendment.
JCP&L is the sole owner of all right, title and interest of the power purchaser in, to and under the Power Purchase Agreement and has not assigned or otherwise transferred its rights or obligations under the Power Purchase Agreement to any third party. As of the Contract Date, no amendment or modification of the Power Purchase Agreement is effective except as identified in Recital A hereof. As of the Closing Date, no further amendment or modification of the Power Purchase Agreement will be effective or pending nor shall JCP&L have assigned or otherwise transferred its rights or obligations under the Power Purchase Agreement, except pursuant to the Amended and Restated Power Purchase Agreement.
ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF NJEA
NJEA represents and warrants to JCP&L as of the Contract Date and as of the Closing Date (except in the event such representation or warranty by its terms is made only as of a certain date) as follows:
3.1 Authority.
(a) NJEA is a limited partnership validly formed and validly existing under the laws of the State of New Jersey and has all requisite partnership power and authority to be bound by the terms of this Agreement and, subject to the satisfaction or waiver by NJEA of the conditions set forth in Section 5.2 hereof, the agreements and documents described in Section 1.2 hereof to which NJEA is a party (including, without limitation, the Amended and Restated Power Purchase Agreement), and the other certificates, instruments and documents to be delivered by NJEA to consummate the Transactions and perform its obligations as contemplated hereby and thereby (collectively, the "NJEA Documents"). The execution and delivery of, and the performance by NJEA of its obligations under, this Agreement have been duly and validly authorized by all necessary partnership action of NJEA. This Agreement has been duly and validly executed and delivered by NJEA and constitutes a valid and binding obligation o f NJEA, enforceable against NJEA in accordance with its terms, except as such enforceability may be limited by law or principles of equity. On the Closing Date and subject to the satisfaction or waiver by NJEA of the conditions set forth in Section 5.2 hereof, the other NJEA Documents, when executed and delivered by NJEA in accordance with this Agreement, shall constitute the valid and binding obligations of NJEA enforceable against it in accordance with their respective terms, except as such enforceability may be limited by law or principles of equity.
3.2 No Conflicts.
Subject to the satisfaction or waiver by NJEA of the conditions set forth in Section 5.2 hereof, neither the execution and delivery of the NJEA Documents by NJEA, nor the consummation or performance of the Transactions by NJEA, will (1) violate or conflict with any provisions of NJEA's formation or governance documents, (2) violate, conflict with or result in the breach or termination of any material agreement or instrument to which NJEA is a party or (3) violate or conflict with (or require any filing, consent, or similar action under) any law, rule, regulation, judgment, order, injunction, decree or award that applies to or binds NJEA or its property.
3.3 Litigation.
There is no action, claim, demand, suit, proceeding, arbitration, grievance, citation, summons, subpoena, inquiry or investigation of any nature, civil, criminal, regulatory or otherwise, in law or in equity, pending or, to the knowledge of NJEA, threatened against or relating to NJEA or the Transactions which could reasonably be expected to (i) have a material adverse effect on the Transactions or (ii) prevent the performance by NJEA of its obligations under the NJEA Documents.
3.4 No Additional Conditions.
Except for the satisfaction of the conditions specifically identified in this Agreement (which may be waived by NJEA), there are no other conditions precedent to (i) NJEA's execution, delivery or performance of this Agreement and the NJEA Documents or (ii) NJEA's implementation of the Transactions.
3.5 No Brokers.
No finder, broker or agent has been employed, appointed or authorized to act on behalf of NJEA in connection with the Transactions.
ARTICLE 4 COVENANTS
4.1 Satisfaction of Conditions.
The Parties agree to cooperate in good faith and to take all practicable actions and devote resources reasonably necessary to obtain satisfaction of the conditions set forth in Article 5 hereof as soon as reasonably practicable, including using diligent efforts to secure the execution and delivery of the agreements and other instruments to be executed and delivered pursuant to Article 1 and Article 5 hereof. Each Party entitled to the benefit of conditions set forth in Article 5 hereof shall have the right to waive such conditions.
4.2 NJBPU Approval.
(a) For a period of thirty (30) days after the Contract Date, NJEA shall take steps it deems necessary with respect to the Gas Purchase Agreements and the Steam Sales Agreement as provided in Sections 5.2(h) and (i) hereof. During the thirty (30) day period commencing on the Contract Date, NJEA will notify JCP&L in writing that the Petition may be filed as contemplated under Section 4.2(b) hereof. If NJEA requires up to an additional thirty (30) day period, then the October 1, 2003 deadline provided in Sections 4.2(b), 4.2(d) and 6.1(d) hereof shall be extended by an equivalent period of time. If NJEA gives notice to JCP&L that it requires more than the thirty (30) day additional period provided above, then the Parties will meet to discuss the steps NJEA has taken to date to give notice that the filing of the Petition may occur and the Parties will negotiate in good faith to reach an agreement on a reasonable additional extension of time up to thirty (30) days; provided, however, that if the amount of such additional time cannot be agreed upon by the Parties, then upon receipt of written notice from either Party to the other Party, this Agreement shall terminate without liability of either Party to the other as a result of such termination. The filing of the Petition pursuant to Section 4.2(b) hereof shall not prejudice the exercise by either Party of its rights under Article 5 hereof.
(b) Within twenty (20) business days after receipt by JCP&L of notice from NJEA that the Petition may be filed (the date of such notice being the "Notice Date"), JCP&L shall file, or caused to be filed, an initial petition (a "Petition") with the NJBPU for the Initial Order Date to occur as soon as reasonably practicable, but in no event later than October 1, 2003 (as such date may be extended by Section 4.2(a) hereof). As and to the extent permitted by applicable law, JCP&L and NJEA intend that this Agreement and related documents shall be "Confidential Information" under the Stipulation of Agreement and Non-Disclosure of Confidential or Protected Information and JCP&L and NJEA shall seek confidential treatment by the NJBPU of all confidential materials included in such Petition, or otherwise provided to the NJBPU in support of the Petition. Prior to the Filing Date, JCP&L and NJEA will reasonably cooperate with respect to identifying their respective confidential material in such agreements for which JCP&L shall seek confidential treatment and any other materials to be submitted to the NJBPU in support of the Petition. Upon filing of the Petition with the NJBPU, the Parties will support the Petition and the data contained therein and shall use reasonable commercial efforts to obtain the Final Decision; provided that if the Initial Order Date has not occurred by October 1, 2003 (as such date may be extended by Section 4.2(a) hereof), the Parties shall continue to use diligent efforts to secure the Final Decision, subject to their respective rights of termination under Section 6.1 hereof. If requested by JCP&L, NJEA shall also support the Petition by preparing written testimony and providing witnesses to support such testimony. Such testimony shall address all matters (other than matters that are confidential or proprietary to NJEA) in sufficient detail, as requested by JCP&L in its reasonable judgment, to facilitate the award of the Final Decision, and shall be subject to JCP&L's prior review and reasonable approval. The Parties acknowledge that JCP&L shall have sole control over the content and filing of the Petition consistent with this Agreement. JCP&L shall keep NJEA apprised of the status of the NJBPU's actions and position with respect to the Petition. JCP&L shall consult with NJEA about any actions that NJEA proposes to expedite the NJBPU's consideration of the Petition.
(c) JCP&L shall promptly provide to NJEA (whether in writing or orally) any information relating to any material event or development relating to the NJBPU review and approval process described in Section 4.2(a) above. In addition, JCP&L shall respond promptly and fully to any reasonable inquiries NJEA may make at any other time relating to such process.
(d) If at any time during the NJBPU's approval process a Party, in its reasonable judgment, determines that the Initial Order Date will not occur on or before October 1, 2003 (as such date may be extended by Section 4.2(a) hereof), then NJEA and JCP&L shall meet and confer to discuss the advisability of modifying the Transactions, providing additional information or taking other steps necessary to address the NJBPU's concerns or requirements in connection with the Transactions.
4.3 Status Pending Closing.
Notwithstanding the Parties' intention and agreement to restructure, amend, terminate or otherwise modify the Power Purchase Agreement and the other documents and agreements referenced herein to be terminated, amended, modified or supplemented upon the satisfaction or waiver of the conditions precedent set forth in Article 5 hereof, the Parties' obligations under such contracts and agreements shall not be effective unless or until the Closing Date occurs (unless otherwise agreed by the Parties in a separate agreement executed by both of the Parties), and the Parties agree to continue performance thereunder as if this Agreement had not been executed by them; provided, however, that nothing in this Section 4.3 shall abrogate or modify the Parties' obligations under Section 4.1 hereof to cooperate in good faith and to take all practicable actions and devote resources reasonably necessary to obtain satisfaction of the conditions set forth in Article 5 hereof.
4.4 Waiver of Rights.
As of the Effective Date under the Amended and Restated Power Purchase Agreement, NJEA forever relinquishes and waives any rights it may have or may have in the future under the Public Utility Regulatory Policies Act of 1978 ("PURPA"), 16 U.S.C. Section 824a.3 et seq., or any federal or state regulation, act or order implementing PURPA, to require JCP&L or any of its affiliates to purchase electricity and/or capacity generated at the Facility. NJEA shall cause any third party successor to its rights and interest in the Facility to agree to be bound by the foregoing waiver of PURPA rights. NJEA shall indemnify, defend and hold JCP&L and its partners, shareholders, members, directors, officers, employees and agents harmless from and against all liabilities, damages, losses, penalties, claims, demands, suits and proceedings of any nature whatsoever suffered or incurred by JCP&L arising out of any failure by NJEA to comply with the waiver of PURPA rights set forth in this Sect ion 4.4.
ARTICLE 5 CONDITIONS
5.1 Conditions to the Obligations of JCP&L.
JCP&L's obligation to effect the Transactions is subject to the satisfaction at or before the Closing Date of the following conditions (any of which JCP&L may waive):
(a) Representations and Warranties. All of the representations and warranties of NJEA herein 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 JCP&L's rights herein), and NJEA shall have delivered a bringdown certificate, duly executed by an authorized officer, with respect to such representations and warranties and stating that, as of the Closing Date, the execution and delivery of, and the performance by NJEA of its obligations under the NJEA Documents will have been duly and validly authorized by all necessary partnership action of NJEA, and each of the NJEA Documents shall constitute a valid and binding obligation, enforceable against NJEA in accordance with its terms, except as such enforceability may be limited by law or principles of equity. NJEA shall have performed, or caused to be performed, all of the agreements and covenants to be performed b y NJEA 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 JCP&L's rights herein.
(b) No Legal Restraint. Neither JCP&L nor NJEA are currently subject to any order, decree, injunction, or other legal restraint or prohibition of a court or agency of competent jurisdiction which enjoins, prohibits or interferes with the consummation of the Transactions.
(c) Documents and Opinions. NJEA shall have executed and delivered the Mutual Release, any New PPA Amendments and the other NJEA Documents, and all other documents required to be executed and delivered by it pursuant to this Agreement and the Amended and Restated Power Purchase Agreement, shall have been executed, delivered and become effective by its terms.
(d) NJBPU Final Decision. The NJBPU Order containing the Required Findings shall have become a Final Decision.
(e) Litigation. There shall be no action, claim, demand, suit, proceeding, arbitration, grievance, citation, summons, subpoena, inquiry or investigation of any nature, civil, criminal or regulatory, in law or in equity, by or before any governmental authority with valid jurisdiction pending, or to the knowledge of JCP&L, threatened in writing against JCP&L or against or related to the Transactions which could reasonably be expected to have a material adverse effect on the consummation of the Transactions.
(f) Approvals. JCP&L shall have obtained all necessary corporate approvals for the Transactions.
(g) Material Adverse Change in the Economics of the Transactions to JCP&L There shall not have occurred any Material Adverse Change in the Economics of the Transactions to JCP&L (as hereinafter defined) caused by changes in the market price for natural gas in the period between the Contract Date and the tenth (10th) business day after the Final Order Date (such period being the "JCP&L MAC Period").
(1) A "Material Adverse Change in the Economics of the Transactions to JCP&L" shall mean a decrease, since the Contract Date, in JCP&L's expected pre-tax present value savings from the Transactions of 40% or more calculated at a 8.46% per annum discount rate.
(2) On the Contract Date, JCP&L shall deposit with the Escrow Agent an electronic file of the functioning financial model (using Microsoft Excel 97-SR-2 or compatible software) (the "JCP&L Escrow Material") containing JCP&L's pro forma projections calculated through the term of the Amended and Restated Power Purchase Agreement and (i) a present value calculation of JCP&L's expected savings as a result of the Transactions (the "Baseline Savings") and (ii) JCP&L's then current and applicable monthly gas forward price curve through the term of the Amended and Restated Power Purchase Agreement used in the pro forma that establishes the Baseline Savings (the "JCP&L Baseline Price Curve"). The calculations provided pursuant to this paragraph shall be predicated on an assumed closing date incorporated in the JCP&L Escrow Material.
(3) At any time during the JCP&L MAC Period, JCP&L may notify NJEA in writing that the calculations using the original pro forma model, with an adjusted closing date, and JCP&L's then current monthly gas forward price curve (the "JCP&L Current Price Curve") and the then current New York Mercantile Exchange, Inc. futures prices for natural gas indicate that a Material Adverse Change in the Economics of the Transactions to JCP&L has occurred as a result of changes in the market price for natural gas during the JCP&L MAC Period.
(4) The Parties shall mutually agree upon an independent engineer and an independent auditor (the "Independent Engineer" and the "Independent Auditor") and, within two (2) business days following NJEA's receipt of the notification described in Section 5.1(g)(3) hereof, JCP&L shall cause the JCP&L Escrow Material to be delivered to the Independent Engineer and the JCP&L Baseline Price Curve and JCP&L Current Price Curve to be delivered to the Independent Auditor.
(5) Within ten (10) days following receipt of the JCP&L Escrow Material the Independent Engineer shall deliver to NJEA a written report confirming or denying JCP&L's claim that Section 5.1(g) hereof has not been satisfied (assuming the reasonableness of the JCP&L Baseline Price Curve and JCP&L Current Price Curve).
(6) Within ten (10) days following receipt of the JCP&L Baseline Price Curve and JCP&L Current Price Curve, the Independent Auditor shall deliver to NJEA a written report confirming or denying that the JCP&L Baseline Price Curve and JCP&L Current Price Curve represent, as of their respective effective dates, the actual price curves employed by FirstEnergy Corp. in its day-to-day business (the "FirstEnergy Corp. Price Curves") and were consistent with FirstEnergy Corp.'s standard forward price curve methodology.
(7) If JCP&L claims that a Material Adverse Change in the Economics of the Transactions to JCP&L has occurred and delivers notice to NJEA pursuant to Section 5.1(g)(3) hereof, then JCP&L shall provide, or cause FirstEnergy Corp. to provide, the Independent Auditor with reasonable access to JCP&L's and FirstEnergy Corp.'s personnel and information, as reasonably necessary for the Independent Auditor to confirm that the JCP&L Baseline Price Curve and the JCP&L Current Price Curve conform with the FirstEnergy Corp. Price Curves and are consistent with FirstEnergy Corp's standard forward price curve methodology.
(8) NJEA and JCP&L shall share equally the costs of the Independent Engineer and the Independent Auditor incurred in the performance of their respective obligations pursuant to this Section 5.1(g).
(9) Notwithstanding the foregoing provisions of this Section 5.1(g), if a Material Adverse Change in the Economics of the Transactions to JCP&L occurs, then NJEA shall have the right, within ten (10) business days following receipt of the Independent Engineer's report (described in Section 5.1(g)(5)) and the Independent Auditor's report (described in Section 5.1(g)(6)), to satisfy the condition precedent set forth in Section 5.1(g) by either (a) enhancing JCP&L's economics so that a Material Adverse Change in the Economics of the Transactions to JCP&L shall not have occurred by a mutually agreeable adjustment to the terms of the Amended and Restated Power Purchase Agreement or (b) modifying the Energy Price for Contract Energy under the Amended and Restated Power Purchase Agreement to the "Energy Rate" for electric energy under the Power Purchase Agreement as set forth in Appendix I thereto (as modified by the VER Letter Agreement between the Parties dated February 28 , 2003). Upon NJEA's exercise of this right (i) the Parties shall amend the Amended and Restated Power Purchase Agreement to reflect such modifications and (ii) the condition precedent in Section 5.1(g) shall be deemed to have been satisfied as a result of such modifications.
5.2 Conditions to the Obligations of NJEA.
NJEA's obligation to effect the Transactions is subject to the satisfaction at or before the Closing Date of the following conditions (any of which NJEA may waive):
(a) Representations and Warranties. All of the representations and warranties of JCP&L herein 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 NJEA's rights herein), and JCP&L shall have delivered a bringdown certificate, duly executed by an authorized officer, with respect to such representations and warranties and stating that, as of the Closing Date, the execution and delivery of, and the performance by JCP&L of its obligations under, the JCP&L Documents will have been duly and validly authorized by all necessary corporate action of JCP&L, and each of the JCP&L Documents shall constitute a valid and binding obligation, enforceable against JCP&L in accordance with its terms, except as such enforceability may be limited by law or principles of equity. JCP&L shall have performed, or caused to be performed, all of the agreemen ts and covenants to be performed by JCP&L 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 NJEA's rights herein.
(b) No Legal Restraint. Neither NJEA nor JCP&L are currently subject to any order, decree, injunction, or other legal restraint or prohibition of a court or agency of competent jurisdiction which enjoins, prohibits or interferes with the consummation of the Transactions.
(c) Documents and Opinions. JCP&L shall have executed and delivered the Mutual Release, any New PPA Amendments and the other JCP&L Documents, and all other documents required to be executed and delivered by it pursuant to this Agreement and the Amended and Restated Power Purchase Agreement shall have been executed, delivered and become effective by its terms.
(d) NJBPU Final Decision. The NJBPU Order containing the Required Findings shall have become a Final Decision.
(e) Litigation. There shall be no action, claim, demand, suit, proceeding, arbitration, grievance, citation, summons, subpoena, inquiry or investigation of any nature, civil, criminal or regulatory, in law or in equity, by or before any governmental authority with valid jurisdiction pending, or to the knowledge of NJEA, threatened in writing against NJEA or against or related to the Transactions which could reasonably be expected to have a material adverse effect on the consummation of the Transactions.
(f) Approvals. NJEA shall have obtained all necessary partnership approvals for the Transactions.
(g) Lender Approvals. NJEA shall have obtained approvals, certifications, rating confirmations and other arrangements acceptable to NJEA in its sole discretion (not to be arbitrarily exercised) that will permit the termination of the Power Purchase Agreement, the execution of the Amended and Restated Power Purchase Agreement and the consummation by NJEA of its obligations under the NJEA Documents in order to consummate the Transactions, in each case, in accordance with the requirements of the Senior Indenture and the Junior Indenture. NJEA shall have satisfied all conditions or requirements necessary for the approvals, certifications, rating confirmations and other arrangement described in the preceding sentence to be effective.
(h) Restructuring of Gas Contracts. NJEA shall have caused the long-term contracts relating to the supply, transportation and/or storage of natural gas to the Facility, (collectively, the "Gas Purchase Agreements") to be restructured or terminated (and agreements reflecting such restructuring or termination to be executed and delivered by the applicable parties thereto) and new long-term contracts for the supply, transportation and/or storage of natural gas to the Facility to be executed and delivered by the parties thereto, in each case on terms and conditions satisfactory to NJEA in its sole discretion (not to be arbitrarily exercised) or alternatively, NJEA shall have determined, in its sole discretion, that such restructuring or termination is not necessary. Subject to any confidentiality obligations of NJEA in connection with the Gas Purchase Agreements and the restructuring or termination thereof, NJEA shall promptly provide to JCP&L (whether in writing or orally) any informat ion relating to any material event or development relating to the restructuring or termination of the Gas Purchase Agreements that may adversely affect the ability of NJEA to consummate the Transactions. In addition, NJEA shall respond promptly and fully to any reasonable inquiries JCP&L may make relating to the restructuring or termination of the Gas Purchase Agreements; provided, however, that JCP&L shall not be entitled to specific details of any of the provisions of the Gas Purchase Agreements, any specific details of any proposed restructuring or termination thereof, or the specific nature of any agreements or disagreements related thereto.
(i) Restructuring of Steam Sales Agreement. NJEA or its designees shall have caused the Industrial Steam Sales Contract dated as of June 5, 1990, between NJEA and Hercules Incorporated ("Hercules"), a Delaware corporation (the "Steam Sales Agreement") to be restructured or terminated (and agreements reflecting such restructuring or termination to be executed and delivered by the applicable parties thereto) on terms and conditions satisfactory to NJEA in its sole discretion (not to be arbitrarily exercised) or alternatively, NJEA shall have determined, in its sole discretion, that such restructuring or termination is not necessary. Subject to any confidentiality obligations of NJEA in connection with the Steam Sales Agreement and the restructuring or termination thereof, NJEA shall promptly provide to JCP&L (whether in writing or orally) any information relating to any material event or development relating to the restructuring or termination of the Steam Sales Agreemen t that may adversely affect the ability of NJEA to consummate the Transactions. In addition, NJEA shall respond promptly and fully to any reasonable inquiries JCP&L may make relating to the restructuring or termination of the Steam Sales Agreement; provided, however, that JCP&L shall not be entitled to specific details of any of the provisions of the Steam Sales Agreement, any specific details of any proposed restructuring or termination thereof, or the specific nature of any agreements or disagreements related thereto.
(j) Accounting Treatment. NJEA and its respective partners and members shall be entitled to accounting treatment (in accordance with GAAP) satisfactory to each of them relating to the Transactions.
(k) Material Adverse Change in the Economics of the Transaction to NJEA. There shall not have occurred any Material Adverse Change in the Economics of the Transactions to NJEA (as hereinafter defined) caused by changes in the market price for natural gas or electricity in the period between the Notice Date and the tenth (10th) business day after the Final Order Date (such period being the "NJEA MAC Period").
(1) A "Material Adverse Change in the Economics of the Transactions to NJEA" shall mean a decrease, since the Notice Date, in NELP's expected pre-tax present value income from NJEA as a result of the Transactions of ten million dollars ($10,000,000) or more calculated at a 9.5% per annum discount rate.
(2) On the Notice Date, NJEA shall deposit with the Escrow Agent an electronic file of the functioning financial model (using Microsoft Excel 97-SR-2 or compatible software) (the "NJEA Escrow Material") containing NJEA's pro forma projections calculated through the term of the Amended and Restated Power Purchase Agreement and (i) a present value calculation of (a) NJEA's pro forma pre-tax cash flow if the Transactions are consummated, (b) NJEA's pro forma pre-tax cash flow if the Transactions are not consummated and (c) the result of subtracting (i)(b) from (i)(a) (the "Baseline Value") and (ii) NJEA's then current and applicable monthly gas and energy forward price curves through the term of the Amended and Restated Power Purchase Agreement used in the pro forma that establishes the Baseline Value (the "NJEA Baseline Price Curves"). The calculations provided pursuant to this paragraph shall be predicated on an assumed closing date incorporated in the NJEA Escrow Ma terial.
(3) At any time during the NJEA MAC Period, NJEA may notify JCP&L in writing that the calculations using the original pro forma model, with an adjusted closing date, and NJEA's then current monthly gas and energy forward price curves ("NJEA Current Price Curves") indicate that a Material Adverse Change in the economics of the Transactions to NJEA has occurred as a result of changes in the market price for natural gas or electricity during the NJEA MAC Period.
(4) Within two (2) business days following JCP&L's receipt of the notification described in Section 5.2(k)(3) hereof, NJEA shall cause the NJEA Escrow Material to be delivered to the Independent Engineer and the NJEA Baseline Price Curves and NJEA Current Price Curves to be delivered to the Independent Auditor.
(5) Within ten (10) days following receipt of the NJEA Escrow Material the Independent Engineer shall deliver to JCP&L a written report confirming or denying NJEA's claim that Section 5.2(k) hereof has not been satisfied (assuming the reasonableness of the NJEA Baseline Price Curves and NJEA Current Price Curves).
(6) Within ten (10) days following receipt of the NJEA Baseline Price Curves and NJEA Current Price Curves, the Independent Auditor shall deliver to JCP&L a written report confirming or denying that the NJEA Baseline Price Curves and NJEA Current Price Curves represent, as of their respective effective dates, the actual price curves employed by FPL Energy Power Marketing, Inc. ("PMI") in its day-to-day business (the "PMI Price Curves") and were consistent with PMI's standard forward price curve methodology.
(7) If NJEA claims that a Material Adverse Change in the Economics of the Transactions to NJEA has occurred and delivers notice to JCP&L pursuant to Section 5.2(k)(3) hereof, then NJEA shall provide, or cause PMI to provide, the Independent Auditor with reasonable access to PMI's personnel and information, as reasonably necessary for the Independent Auditor to confirm that the NJEA Baseline Price Curves and the NJEA Current Price Curves conform with the PMI Price Curves and are consistent with PMI's standard forward price curve methodology.
(8) NJEA and JCP&L shall share equally the costs of the Independent Engineer and the Independent Auditor incurred in the performance of their respective obligations pursuant to this Section 5.2(k).
(9) Notwithstanding the foregoing provisions of this Section 5.2(k), if a Material Adverse Change in the Economics of the Transactions to NJEA occurs, then JCP&L shall have the right, within ten (10) business days following receipt of the Independent Engineer's report (described in Section 5.2(k)(5)) and the Independent Auditor's report (described in Section 5.2(k)(6)), to satisfy the condition precedent set forth in Section 5.2(k) by enhancing NJEA's economics so that a Material Adverse Change in the Economics of the Transactions to NJEA shall not have occurred by a mutually agreeable adjustment to the terms of the Amended and Restated Power Purchase Agreement. Upon JCP&L's exercise of this right (i) the Parties shall amend the Amended and Restated Power Purchase Agreement to reflect such modifications and (ii) the condition precedent in Section 5.2(k) shall be deemed to have been satisfied as a result of such modifications.
ARTICLE 6 MISCELLANEOUS
6.1 Termination.
In addition to the right of termination under Section 4.2(a) hereof, this Agreement and the Transactions may only be terminated prior to the Closing Date as follows:
(a) By JCP&L if a representation or warranty herein of NJEA is or becomes false or inaccurate in any material respect or if NJEA fails to comply in any material respect with one or more of its covenants herein in a timely manner and, in either event, such falsity, inaccuracy, or failure is not cured within thirty (30) days of notice thereof and such failure to cure has a material adverse effect on JCP&L's rights herein;
(b) By NJEA if a representation or warranty herein of JCP&L is or becomes false or inaccurate in any material respect, or if JCP&L fails to comply in any material respect with one or more of its covenants herein in a timely manner and, in either event, such falsity, inaccuracy, or failure is not cured within thirty (30) days of notice thereof and such failure to cure has a material adverse effect on NJEA's rights herein;
(c) By NJEA or JCP&L, if consummation of the Transactions shall violate any final order, decree, or judgment of any court or governmental body having competent jurisdiction applicable to NJEA on the one hand or JCP&L on the other hand;
(d) By NJEA or JCP&L, at any time on or after October 1, 2003 (as such date may be extended by Section 4.2(a) hereof), if the Initial Order Date has not occurred by such date; or
(e) By NJEA or JCP&L if the NJBPU Order containing the Required Findings has not become a Final Decision in form and substance acceptable to such Party in its sole discretion (not to be arbitrarily exercised) by March 31, 2004.
Upon termination of this Agreement pursuant to Section 4.2(a) hereof or any of Sections 6.1 (a)-(e) hereof, all rights and obligations of the Parties under this Agreement (other than any rights and obligations arising from the breach of this Agreement before termination) shall terminate. Any right of termination under this Section 6.1 shall be exercised by delivery of a notice of termination to the other Party within ten (10) days after the right of termination arises, which with respect to the right of termination under Section 6.1(a) and (b) hereof shall be the day following the cure periods referenced therein, and with respect to Section 6.1(c) hereof shall be the date of discovery of the violation referenced therein. If not so timely exercised, such right of termination shall be deemed waived by the Party entitled thereto. Upon any termination of this Agreement (other than the expiration hereof upon the closing in accordance with Section 1.2 hereof), the A mended and Restated Power Purchase Agreement shall automatically terminate and be of no further force and effect, and none of the parties thereunder shall have any liability to each other in respect of such termination or otherwise in connection with any Execution Documents (as hereinafter defined).
6.2 Amendment and Waiver.
This Agreement may be amended and its provisions and the effects thereof waived only by a writing executed by both Parties, and no subsequent conduct of any Party or course of dealings between the Parties shall effect or be deemed to effect any such amendment or waiver. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided. Except for the failure to timely provide a notice of termination under Section 6.1 hereof, the failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver of or an acquiescence to such provision.
6.3 Assignment.
(a) This Agreement shall be binding upon and inure to the benefit of the respective administrators, representatives, successors and permitted assigns of the Parties; provided, however, that neither Party may assign, sell, transfer or in any other way convey its 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), except that (1) NJEA may assign its interests in this Agreement to the holders of the Senior Secured Notes and the Senior Trustee as collateral security without JCP&L's consent; provided, however, that in the case of any such assignment, the assignor shall not be released from any obligations under this Agreement and (2) any subsequent assignment of the rights and interests under this Agreement and the Amended and Restated Power Purchase Agreement by the holders of the Senior Secured Notes or the Senior Trustee to any third party arising as a r esult of a default hereunder or under the Senior Secured Notes may be made without JCP&L's consent.
6.4 Notices.
Any notice or communication given pursuant hereto shall be in writing and (1) delivered personally (personally delivered notices shall be deemed given upon written acknowledgment of receipt after delivery to the address specified or upon refusal of receipt); (2) mailed by registered or certified mail, postage prepaid (mailed notices shall be deemed given on the actual date of delivery, as set forth in the return receipt, or upon refusal of receipt); (3) e-mailed (e-mailed notices shall be deemed given upon actual receipt) or (4) delivered in full by telecopy (telecopied notices shall be deemed given upon actual receipt), in either case addressed or telecopied as follows or to such other addresses or telecopy numbers as may hereafter be designated by either Party to the other in writing:
If to NJEA: North Jersey Energy Associates, A Limited Partnership c/o Northeast Energy, LP c/o ESI Northeast Energy GP, Inc. A General Partner 700 Universe Blvd. P.O. Box 14000 Juno Beach, FL 33408 Attention: Business Manager Telephone: 561-304-5107 Facsimile: 561-304-5161
with a copy to: Tractebel Power, Inc. 1177 West Loop South Houston, TX 77027 Attention: General Counsel Facsimile: 713-599-2804
If to JCP&L: Kevin Siedt FirstEnergy Service Company 2800 Pottsville Pike Reading, PA 19640-0001 Phone: (610) 921-6063 Facsimile: (610) 921-6256 E-mail: ksiedt@gpu.com
with a copy to: Cortlandt C. Choate Jr., Esq. FirstEnergy Service Company 2800 Pottsville Pike Reading, PA 19640-0001 Phone: 610-921-6783 Facsimile: 610-939-8655 E-mail: cchoate@gpu.com
With electronic mail copies to: ksiedt@gpu.com cchoate@gpu.com
6.5 Entire Agreement.
Upon the Effective Date, this Agreement, together with the Exhibits and Schedules referred to herein, the Amended and Restated Power Purchase Agreement and the Stipulation of Agreement of Non-Disclosure of Confidential or Protected Information (collectively, the "Execution Documents"), and any amendments thereto made after the Contract Date, shall constitute the entire agreement between the Parties with respect to the subject matter hereof. Upon the Effective Date, all prior or contemporaneous agreements, proposals, understandings or communications between or involving the Parties, whether oral or written (other than the Stipulation of Agreement of Non-Disclosure of Confidential or Protected Information) are void and are replaced in their entirety by the Execution Documents. Except as otherwise specifically provided in the Execution Documents, the Parties thereto do not intend to create rights in, or grant remedies to, any third party as a beneficiary of the Execution Documents or of any duty, covenant, obligation or understanding established under this Agreement or the other Execution Documents.
6.6 Expenses.
Each Party shall pay for its own fees and expenses incurred by it in structuring, negotiating and consummating the Execution Documents and the Transactions.
6.7 Interpretation.
This Agreement shall be interpreted in accordance with the plain meaning of its terms and not strictly for or against either of the Parties. This Agreement shall be construed as if both Parties were its author and each Party adopts the language of this Agreement as if it were its own. Each term, clause and provision of this Agreement is separate and independent, and should any term, clause or provision of this Agreement be found to be invalid, the validity of the remaining terms, clauses and provisions shall, to the fullest extent feasible, not be affected thereby.
6.8 Counterparts, Headings.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.
6.9 Governing Laws.
This Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of New Jersey. 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 New Jersey. JCP&L and NJEA hereby consent to jurisdiction in New Jersey and agree that the State of New Jersey is a convenient venue for any proceeding between the Parties.
6.10 Damage Limitation.
Notwithstanding anything in this Agreement to the contrary, in no event shall JCP&L or NJEA be liable to one another hereunder for any indirect, consequential, incidental, punitive or exemplary damages.
6.11 Further Assurances.
The Parties acknowledge and agree that the Transactions are complex and that it shall require the reasonable, good faith cooperation of the Parties to implement the terms of this Agreement. If either Party reasonably determines or is advised that any further instruments, agreements or other matters are necessary or desirable to carry out the terms of this Agreement or to consummate the Transactions, the other Party shall do all things reasonably necessary and appropriate to carry out the terms of this Agreement and to execute and deliver all such instruments, agreements and to otherwise address such matters.
IN WITNESS WHEREOF, NJEA and JCP&L have caused this Agreement to be executed by their duly authorized officers or agents, as applicable, as of the day and year first above written.
	JERSEY CENTRAL POWER & LIGHT COMPANY
	By:	HARVEY L. WAGNER
		Name: Harvey L. Wagner Title: Vice President & Controller
	NORTH JERSEY ENERGY ASSOCIATES, A LIMITED PARTNERSHIP
	By: Northeast Energy, LP, its general partner By ESI Northeast Energy GP, Inc. its administrative general partner
	By:	NATHAN E. HANSON
		Nathan E. Hanson Director

Exhibit 1

AMENDED AND RESTATED POWER PURCHASE AGREEMENT

Included as Exhibit 10.46.

Exhibit 2
MUTUAL RELEASE
THIS MUTUAL RELEASE ("Release") is made as of May 16, 2003, by and between Jersey Central Power & Light Company, a New Jersey corporation ("JCP&L"), and North Jersey Energy Associates, A Limited Partnership, a New Jersey limited partnership ("NJEA"). JCP&L and NJEA are individually referred to herein as a "Party" and are collectively referred to herein as the "Parties").
RECITALS
WHEREAS, NJEA owns a nominal 300 MW natural gas-fired electricity and steam generating plant located in the borough of Sayreville, New Jersey, as described in the Existing PPA (as hereinafter defined) (the "Facility").
WHEREAS, JCP&L is a public utility as defined in N.J.S.A. 48:2-13 and, as such, is required by applicable statutes and regulations to furnish safe, adequate and proper service to its customers and further, to have and maintain its property, plant and equipment in such condition as to enable it to do so.
WHEREAS, New Jersey's Electric Discount and Energy Competition Act, N.J.S.A. 48:3-49 et seq. (the "New Jersey Competition Act"), and certain orders of the New Jersey Board of Public Utilities encourage the mitigation of above-market costs of long-term power purchase agreements with non-utility generators to effect ratepayer savings.
WHEREAS, Section 13 of the New Jersey Competition Act provides for the participating utility to recover the costs of restructuring such long-term power purchase agreements on a full and timely basis.
WHEREAS, NJEA and JCP&L are parties to a Power Purchase Agreement dated as of October 22, 1987, as amended to date (the "Existing PPA"), pursuant to which JCP&L purchases from NJEA contract capacity of not less than 250 MW and the associated electricity of the Facility.
WHEREAS, NJEA and JCP&L have agreed to amend and restate the Existing PPA to provide for, among other things, the delivery by NJEA and purchase by JCP&L of electricity from sources other than the Facility for a price that is less than the price payable by JCP&L under the Existing PPA.
WHEREAS, each of the Parties believes that the consummation of the transactions described above is in its best interests.
WHEREAS, NJEA desires to release JCP&L from obligations arising prior to the Effective Time (as hereinafter defined) under the Existing PPA.
WHEREAS, JCP&L desires to release NJEA from obligations arising prior to the Effective Time under the Existing PPA.
NOW, THEREFORE, in consideration of the premises, the mutual agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound hereby, agree as follows:
1. Effective Time of Release. This Release shall be effective as of the Effective Time (the "Effective Time") as defined in the Execution Agreement (as hereinafter defined).
2. Releases.
(a) Except as provided in paragraph 2(b) hereof, each Party (the "Releasing Party"), on behalf of itself and any and all of its predecessors and successors in interest to the Existing PPA and the mutual rights and obligations thereunder or contemplated therein, HEREBY RELEASES AND FOREVER DISCHARGES AND COVENANTS NOT TO SUE the other Party (the "Released Party"), and any and all of it respective 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 or with respect to any and all Claims (as hereinafter defined) that the Releasing Party ever had, now has or hereafter can, shall or may have arising out of or in connection with the execution, performance or nonperformance or assignment of the Existing PPA and the sale of electricity and capacity from the Facility (in the case of NJEA) and (b) from any and all Claims based on tort, contract or any other theories that the Releasing Party ever had, now has or hereafter can, shall or may have arising out of or in connection with any business or activities of the Released Party, including activities associated with the Facility (in the case of NJEA) or relating to the Existing PPA and the sale and purchase of electricity and capacity from the Facility. For purposes of this Release, "Claims" shall mean all demands, claims, actions or causes of action (whether at law or equity, known or unknown) assessments, losses, damages (including, without limitation, diminution in value), liabilities, costs and expenses (including, without limitation, interest penalties and attorneys' fees and disbursements).
(b) Up to the Effective Time, NJEA shall have the right to perform pursuant to the Existing PPA and JCP&L shall have the obligation to timely pay NJEA for such performance in accordance with the terms of the Existing PPA and this Release shall not release JCP&L from such obligation.
3. Representations and Warranties of JCP&L. JCP&L hereby represents and warrants as of the Effective Time that:
(a) Organization and Good Standing; Power and Authority. JCP&L is a corporation duly incorporated, validly existing and in good standing under the laws of the State of New Jersey. JCP&L has all requisite power and authority to execute, deliver and perform its obligations under this Release.
(b) Due Authorization; No Conflicts. The execution and delivery by JCP&L of this Release, and the performance by JCP&L of its obligations hereunder, have been duly authorized by all necessary actions on the part of JCP&L and do not and, under existing facts and law, will not, (i) contravene its restated certificate of incorporation or any other governing documents; (ii) conflict with, result in a breach of, or constitute a default under any note, bond, mortgage, indenture, deed of trust, license, contract or other agreement to which it is a party or by which any of its properties may be bound or affected; (iii) violate any order, writ, injunction, decree, judgment, award, statute, law, rule, regulation or ordinance of any governmental authority or agency applicable to it or any of its properties; or (iv) result in the creation of any lien, charge or encumbrance upon any of its properties pursuant to any of the foregoing.
(c) Binding Agreement. This Release has been duly executed and delivered on behalf of JCP&L and, assuming the due execution hereof and performance hereunder by NJEA, constitutes a legal, valid and binding obligation of JCP&L, enforceable against it in accordance with its terms, except as such enforceability may be limited by law or principles of equity.
(d) No Proceedings. There is no action, claim, demand, suit, proceeding, arbitration, grievance, citation, summons, subpoena, inquiry or investigation of any nature, civil, criminal, regulatory or otherwise, in law or in equity, pending or, to the knowledge of JCP&L, threatened in writing against or relating to this Release or JCP&L's participation therein, which could reasonably be expected to (i) have a material adverse effect on the validity or enforceability of this Release or (ii) prevent the performance by JCP&L of its obligations under this Release.
(e) Consents and Approvals. The execution, delivery and performance by JCP&L of its obligations under this Release does not and, under existing facts and law, will not, require any approval, consent, permit, license or other authorization of, or filing or registration with, or any other action by, any person or entity which has not been duly obtained, made or taken, and all such approvals, consents, permits, licenses, authorizations, filings, registrations and actions are in full force and effect, final and non-appealable.
(f) JCP&L Approvals. JCP&L has obtained all permits, licenses, approvals, consents and exemptions (collectively, "JCP&L Approvals") with respect to the performance of its obligations under this Release required by applicable laws, statutes, rules and regulations in effect as of the date hereof, and (i) each such JCP&L Approval was duly obtained, validly issued, and is in full force and effect and all applicable appeal periods with respect thereto have expired, (ii) JCP&L has complied with all conditions stated therein which are required to have been complied with as of the date hereof and (iii) JCP&L is not in default of any provision thereof and, to JCP&L's knowledge, no basis exists for invalidating, revoking or terminating any such JCP&L Approval.
(g) Assignments. JCP&L has not assigned or otherwise transferred its rights or obligations under the Existing PPA to any third party, nor has the Existing PPA been amended or modified except as described in the Execution Agreement, dated as of May 16, 2003, by and between JCP&L and NJEA (the "Execution Agreement").
(h) Existing Agreement. Neither JCP&L nor, to the best of JCP&L's knowledge, NJEA is in default under the Existing PPA, and no condition exists that, with the passage of time, the giving of notice, or both, would constitute any such default.
(i) Negotiations. The terms and provisions of this Release are the result of arm's length and good faith negotiations on the part of JCP&L.
4. Representations and Warranties of NJEA. NJEA hereby represents and warrants as of the Effective Time that:
(a) Organization and Good Standing; Power and Authority. NJEA is a limited partnership validly existing and in good standing under the laws of the State of New Jersey. NJEA has all requisite power and authority to execute, deliver and perform its obligations under this Release.
(b) Due Authorization; No Conflicts. The execution and delivery by NJEA of this Release and the performance by NJEA of its obligations hereunder have been duly authorized by all necessary actions on the part of NJEA and its partners and do not and, under existing facts and law, will not: (i) contravene its partnership agreement or any other governing documents; (ii) conflict with, result in a breach of, or constitute a default under any note, bond, mortgage, indenture, deed of trust, license, contract or other agreement to which it is a party or by which any of its properties may be bound or affected; (iii) violate any order, writ, injunction, decree, judgment, award, statute, law, rule, regulation or ordinance of any governmental authority or agency applicable to it or any of its properties; or (iv) result in the creation of any lien, charge or encumbrance upon any of its properties pursuant to any of the foregoing.
(c) Binding Agreement. This Release has been duly executed and delivered on behalf of NJEA and, assuming the due execution hereof and performance hereunder by JCP&L, constitutes a legal, valid and binding obligation of JCP&L, enforceable against it in accordance with its terms, except as such enforceability may be limited by law or principles of equity.
(d) No Proceedings. There is no action, claim, demand, suit, proceeding, arbitration, grievance, citation, summons, subpoena, inquiry or investigation of any nature, civil, criminal, regulatory or otherwise, in law or in equity, pending or, to the knowledge of NJEA, threatened in writing against or relating to this Release or NJEA's participation therein, which could reasonably be expected to (i) have a material adverse effect on the validity or enforceability of this Release or (ii) prevent the performance by NJEA of its obligations under this Release.
(e) Consents and Approvals. The execution, delivery and performance by NJEA of its obligations under this Release does not and, under existing facts and law, will not, require any approval, consent, permit, license or other authorization of, or filing or registration with, or any other action by, any person or entity which has not been duly obtained, made or taken, and all such approvals, consents, permits, licenses, authorizations, filings, registrations and actions are in full force and effect, final and non-appealable.
(f) NJEA Approvals. NJEA has obtained all permits, licenses, approvals, consents and exemptions (collectively, "NJEA Approvals") with respect to the performance of its obligations under this Release required by applicable laws, statutes, rules and regulations in effect as of the date hereof, and (i) each such NJEA Approval was duly obtained, validly issued, and is in full force and effect and all applicable appeal periods with respect thereto have expired, (ii) NJEA has complied with all conditions stated therein which are required to have been complied with as of the date hereof and (iii) NJEA is not in default of any provision thereof and, to NJEA's knowledge, no basis exists for invalidating, revoking or terminating any such NJEA Approval.
(g) Assignments. NJEA has not assigned or otherwise transferred its rights or obligations under the Existing PPA to any third party other than its lenders, nor has the Existing PPA been amended or modified except as described in the Execution Agreement.
(h) Existing Agreement. Neither NJEA nor, to the best of NJEA's knowledge, JCP&L is in default under the Existing PPA, and no condition exists that, with the passage of time, the giving of notice, or both, would constitute any such default.
(i) Negotiations. The terms and provisions of this Release are the result of arm's length and good faith negotiations on the part of NJEA.
5. Governing Law. Interpretation and performance of this Release shall be in accordance with, and shall be controlled by, the laws of the State of New Jersey (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 Release 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 the State of New Jersey. The Parties hereby consent to jurisdiction in the federal or state courts located in the State of New Jersey and agree that the State of New Jersey is a convenient venue for any federal or state proceedings between the Parties.
6. Amendments. This Release may not be amended, supplemented or otherwise modified, and no provision of this Release may be waived, except by a written instrument signed by each of the Parties.
7. Assignment. This Release shall be binding upon and inure to the benefit of each of the Parties and its successors and assigns.
8. Entire Agreement. As of the Effective Time, this Release, the Execution Agreement and the Amended and Restated Power Purchase Agreement between the Parties constitute the entire agreement of the Parties pertaining to the release of each of the Parties' Claims under the Existing PPA. Any prior communications by either Party, whether written or oral, pertaining to or made in connection with this Release shall have no binding force or effect.
9. Section Headings. The section headings used in this Release are for convenience only and shall not affect the construction of any terms of this Release.
10. Notices. Except as otherwise specifically provided herein, any notice from one Party to the other shall be given in writing and shall be deemed to be given (1) as of three days after the date the same is enclosed in a sealed envelope, addressed to the other by certified first class mail, postage prepaid, and deposited in the United States Mail or (2) as of the date transmitted by telecopier and received in full prior to the close of normal business hours of the recipient, (3) the day after the date sent by overnight courier or other means of next day personal delivery, or (4) the date of delivery by hand. For the purposes of this Section 10, such notices shall be mailed to the following respective addresses or the following respective telecopier numbers or to such others as may be hereafter designated by either Party:
If to JCP&L:	Kevin Siedt FirstEnergy Service Company 2800 Pottsville Pike Reading, PA 19640-0001 Fax: 610-921-6256 Phone: 610-921-6783
	COPY TO: Cortlandt C. Choate Jr., Esq. FirstEnergy Service Company 2800 Pottsville Pike Reading, PA 19640-0001 Fax: 610-939-8655 Phone: 610-921-6063
If to NJEA:	North Jersey Energy Associates, A Limited Partnership c/o Northeast Energy, LP c/o ESI Northeast Energy GP, Inc. Its General Partner 700 Universe Blvd. P.O. Box 1400 Juno Beach, FL 33408 Fax: 561-304-5161 Telephone: 561-304-5107 Attention: Business Manager
11. Counterparts. This Release may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, each Party has caused this Release to be duly executed by its duly authorized representative on and as of the date first above written.
	JERSEY CENTRAL POWER & LIGHT COMPANY
	By:
		Name: Title:
	NORTH JERSEY ENERGY ASSOCIATES, A LIMITED PARTNERSHIP
	By: Northeast Energy, LP, its general partner By: ESI Northeast Energy GP, Inc. its administrative general partner
	By:
		Nathan E. Hanson Director

Schedule 1

First Amendment, dated as of July 1, 1989, to Power Purchase Agreement, dated as of October 22, 1987, between Jersey Central Power & Light Company and North Jersey Energy Associates (now known as North Jersey Energy Associates, A Limited Partnership).

Letter Agreement dated March 11, 1999 between Jersey Central Power & Light Company and North Jersey Energy Associates, A Limited Partnership.

VER Letter Agreement dated February 28, 2003 between Jersey Central Power & Light Company and North Jersey Energy Associates, A Limited Partnership.

Schedule 2

The Required Findings shall:

1. Order and approve the execution and delivery of the Amended and Restated Power Purchase Agreement.

2. Order and approve the cancellation and mutual release of all obligations and liabilities of JCP&L and NJEA under the Power Purchase Agreement.

3. Order and approve that JCP&L, in accordance with the New Jersey Electric Discount and Energy Competition Act, N.J.S.A. 48:3-49, et seq., will be able to fully and timely recover from its ratepayers all costs and charges to be paid by JCP&L hereunder for Capacity and energy purchased pursuant to the Amended and Restated Power Purchase Agreement, and such NJBPU decision approves the contracts and releases in substantially the same form submitted with only such modifications or supplements that are acceptable to JCP&L and NJEA, is issued without conditions or provisions that are adverse to the interests of JCP&L or NJEA, or is otherwise deemed acceptable to JCP&L and NJEA, in their sole discretion (not to be arbitrarily exercised).

EX-10

Exhibit 10.48

AMENDMENT TO GAS PURCHASE AND SALES AGREEMENT

THIS AMENDMENT TO GAS PURCHASE AND SALES AGREEMENT (this "Amendment"), dated as of August 20, 2003, is by and between Public Service Electric and Gas Company ("PSE&G"), a New Jersey corporation, and North Jersey Energy Associates, A Limited Partnership ("NJEA"), a New Jersey limited partnership (each a "Party", and collectively the "Parties").

WITNESSETH:

WHEREAS, NJEA owns a nominal 300 MW natural gas-fired electricity and steam generating plant located in the borough of Sayreville, New Jersey (the "Facility");

WHEREAS, NJEA and Jersey Central Power & Light Company ("JCP&L") entered into a Power Purchase Agreement dated as of October 22, 1987, as amended to date ("the Existing PPA"), pursuant to which the Facility requires up to 57,500 dekatherms per day of natural gas to generate the electric power and steam required to meet NJEA's contractual sales obligations thereunder;

WHEREAS, NJEA and PSE&G entered into a Gas Purchase and Sales Agreement dated as of May 4, 1989, as amended to date (the "Gas Purchase Agreement"), which provides, among other things, for (1) PSE&G to provide gas transportation service to NJEA over the PSE&G system in order to deliver gas that NJEA has procured for the Facility, (2) the sale of gas to PSE&G by NJEA on certain peak days for PSE&G's system supply and (3) the purchase by NJEA of a portion of its gas requirements for the Facility from PSE&G;

WHEREAS, NJEA and JCP&L have entered into an Amended and Restated Power Purchase Agreement dated as of May 16, 2003 (the "Amended and Restated Power Purchase Agreement"), that amends the Existing PPA and alters NJEA's gas supply requirements for the Facility;

WHEREAS, NJEA is a party to the firm gas transportation and gas storage contracts listed on Exhibit 1 hereto (collectively, the "Transportation and Storage Contracts");

WHEREAS, in anticipation of the effectiveness of the Amended and Restated Power Purchase Agreement, NJEA and PSE&G seek to amend the Gas Purchase Agreement to provide for, among other things, the supply of NJEA's total fuel requirements for the Facility; and

WHEREAS, NJEA and PSEG Energy Resources and Trade, LLC ('ERT") intend to enter into an agreement (the "Capacity Transfer Agreement") providing for the permanent release, assignment or other transfer of NJEA's rights and obligations under the Transportation and Storage Contracts to ERT.

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 to amend the Agreement as follows:

Section 1. Conditions Precedent.

Section 1.1. The rights and obligations of NJEA and PSE&G under this Amendment are expressly made subject to the following conditions precedent:

(A) Approval by the New Jersey Board of Public Utilities of this Amendment in a final and non-appealable written order that is acceptable to each of NJEA and PSE&G in its sole discretion;

(B) The Amended and Restated Power Purchase Agreement shall have become effective in accordance with the terms set forth therein which terms include New Jersey Board of Public Utilities approval acceptable to NJEA in its sole discretion;

(C) NJEA's receipt of all approvals, ratings, affirmations, certifications, confirmations, waivers or other acknowledgements from or in respect of its third party lenders that NJEA, in its sole discretion, determines are necessary for it to undertake amendment of the Gas Purchase Agreement as provided for in this Amendment without violating or causing a default under any of the agreements currently in place with respect to financing relating to the Facility;

(D) NJEA shall have obtained all necessary partnership approvals for this Amendment; and

(E) The Capacity Transfer Agreement, with terms and conditions acceptable to each of NJEA and ERT, shall have become effective in accordance with the terms set forth therein as determined by each of NJEA and PSE&G in its sole discretion.

If the conditions specified above are not satisfied or waived by the Party or Parties entitled to the benefit thereof by December 15, 2003, then this Amendment may be terminated by either Party on thirty (30) days written notice delivered to the other Party at the address specified in Section 14.6 of the Gas Purchase Agreement with each Party retaining their rights to take any actions they believe necessary to protect their interests. Provided, however, that if during such 30-day notice period all of the conditions precedent described in the immediately preceding sentence are satisfied or waived by both Parties, such termination shall not be effective. NJEA and PSE&G will use reasonable commercial efforts to satisfy the conditions stated in Sections 1(A) and 1(E), including, without limitation, the filing of a petition, within five (5) Business Days from the date first above written, with the NJBPU by PSE&G seeking approval of this Amendment. NJEA will use reasonable commercial efforts to satisfy the conditions stated in Section 1(B), 1(C) and 1(D).

Section 2. Amendment to Article I - Definitions. The definitions set forth in Article 1 of the Gas Purchase Agreement are hereby amended as follows:

(A) Add "Additional Service Charge" means an additional fixed monthly charge payable by NJEA to PSE&G for a one (1) year period commencing on each anniversary of the Effective Date based on the total volumes of gas NJEA utilizes pursuant to Sales Service, Extended Gas Service and/or Redelivery Service (due to an interruption pursuant to Section 7) during the immediately preceding one (1) year period or during any successive one (1) year period through the term of the Agreement equal to the amounts set forth in Schedule 1 hereto; provided, however, that such amounts shall be pro rated for any partial calendar month.

(B) Add "Business Day" means any day other than a Saturday, a Sunday or a day on which commercial banks in New Jersey are required or authorized to be closed.

(C) Add "Capacity Transfer Agreement" means the Capacity Transfer Agreement between ERT and NJEA, dated as of August, 2003, as amended to date.

(D) Add "Daily Nomination Quantity" means the daily quantity of gas specified in NJEA's notice to PSE&G pursuant to Section 4.4.1., adjusted as provided in Section 4.4.2.

(E) Add "Eastern Prevailing Time" means either Eastern Standard Time or Eastern Daylight Savings Time, as in effect from time to time.

(F) Add "Effective Date" means the date specified as the Effective Date in a written notice delivered by NJEA to PSE&G which date shall not occur prior to, nor more than 60 days following, the date on which each of the conditions precedent set forth in Section 1 of the Amendment to the Gas Purchase Agreement dated as of August 20, 2003, have been satisfied or waived by both parties.

(G) Add "ERT" means PSEG Energy Resources and Trade, LLC, and its successors and permitted assigns under the Capacity Transfer Agreement.

(H) Add "Excess Amount" has the meaning given in Section 9.6(a).

(I) Add "Exposure" means, as of any Business Day (i) the total of amounts currently accrued, owing and not yet paid from NJEA to PSE&G pursuant to this Agreement, less (ii) NJEA Exposure.

(J) Add "Gas Daily Price" means, for any Day, the arithmetic average of (i) the daily "Midpoint" gas prices published by Platts in The Gas Daily Price Guide "Daily Price Survey" under "City Gates", "Texas Eastern, zone M-3" and (ii) the daily "Midpoint" gas prices published by Platts in The Gas Daily Price Guide "Daily Price Survey" under "City Gates", "Transco, zone 6 N.Y."

(K) Add "Gas Day" means a period of consecutive hours beginning 10:00 a.m. (Eastern Prevailing Time) and ending 10:00 a.m. (Eastern Prevailing Time) the following calendar day.

(L) Add "NJBPU" means the New Jersey Board of Public Utilities.

(M) Add "NJEA Exposure" means, as of any Business Day (i) the total of amounts currently accrued, owing and not yet paid from PSE&G to NJEA pursuant to this Agreement.

(N) Add "NJEA Guarantee(s)" means one or several documents reasonably acceptable to PSE&G that guarantees NJEA's performance under this Agreement.

(O) Add "NJEA Guarantor" means an entity that provides an NJEA Guarantee.

(P) Add "NJEA Threshold" means, as of any Business Day the total aggregate limit of liability in force and effect as of such Business Day with NJEA Guarantors, plus $1,000,000. In the event the credit rating of an NJEA Guarantor falls below that of investment grade by a major rating agency, or if PSE&G has reasonable grounds for insecurity as to the ability of an NJEA Guarantor to perform its obligations under the NJEA Guarantee it has issued, the NJEA Threshold shall be decreased by the amount of the guaranty provided by said NJEA Guarantor.

(Q) Add "Performance Assurance" means (i) cash, or (ii) letters of credit from a Qualified Institution and in a form reasonably acceptable to PSE&G, or (iii) additional guarantees or other performance assurances reasonably acceptable to PSE&G.

(R) Add "Qualified Institution" means a commercial bank or trust company organized under the laws of the United States or a political subdivision thereof, having assets of at least $10 billion and a minimum "A" senior unsecured debt rating (or, if unavailable, corporate issuer rating discounted one notch) from S&P or "A2" from Moody's.

(S) Add "Texas Eastern" has the meaning given in Section 6.1.3.

(T) Add "Transco" has the meaning given in Section 6.1.3.

(U) Add "Transfer Deadline" means (i) with respect to a demand for posting or return of Performance Assurance received on or before 1 p.m. (Eastern Prevailing Time), the close of the next following Business Day, and (ii) with respect to a demand for posting or return of Performance Assurance received after 1 p.m. (Eastern Prevailing Time), the close of the second Business Day following the date of the demand.

(V) Delete the following definitions: 1.1. CIG Tariff; 1.2. Commercial Date; 1.7. Facility Test Date; 1.8. Firm Supply Demand Charge Per Dekatherm; 1.9. Firm Supply Component Quantity; 1.10. Fuel Oil Cost Per Dekatherm; 1.12. Interim Period; 1.13. Interim Sales Service; 1.14. Maximum Daily Interim Sales Quantity; 1.16. Maximum Daily Transportation Quantity; 1.17. Maximum Daily Winter-Seasonal Sales Quantity; 1.18 Maximum Daily Winter-Seasonal Transportation Quantity; 1.21 Peak Gas Service Credit; 1.27. Storage Component Quantity; 1.28. Storage-related Demand Charge Per Dekatherm; 1.29. Test Period; 1.30. Test Period Sales Service; 1.31. Transportation Service; 1.32. Winter-Seasonal Sales Service; and 1.33 Winter-Seasonal Transportation Service.

(W) Amend and restate the definition of "Extended Gas Service" as follows: "Extended Gas Service" means the sale and delivery of gas to NJEA by PSE&G on days when the Sales Service is interrupted by PSE&G under Section 7.1.

(X) Amend the definition of "Extended Gas Service Charge" by deleting the words will be $0.80 per dekatherm in 1988 and substituting therefor the words was $1.4840 per dekatherm in 2001.

(Y) Amend the definition of "Maximum Daily Sales Quantity" by adding the words and shall be equal to 57,500 dekatherms per day at the end of the sentence.

(Z) Amend the definition of "Month" by deleting the number 8:00 twice and substituting therefor the number 10:00.

(AA) Amend and restate the definition of "Redelivery Service" as follows: "Redelivery Service" means the service under which PSE&G will redeliver to NJEA any gas delivered to PSE&G by NJEA up to the Maximum Daily Sales Quantity (or as otherwise mutually agreed to by the parties on a case-by-case basis) pursuant to Section 4.2.2. on days when Extended Gas Service is interrupted by PSE&G under Section 7.2. or pursuant to Section 14.9.

(BB) Amend the definition of "Sales Service" by deleting the words after the Commercial Date.

(CC) Amend and restate the definition of "Service Charge" as follows: "Service Charge" means, for any Month, a charge payable by NJEA to PSE&G in an amount equal to $200,000.00, provided, however, that such amount shall be pro rated for any partial calendar month.

Section 3. Amendments to Article II - Conditions Precedent and Article III - Gas Supply.

Section 3.1. Article II is amended and restated as follows:

Article II - [RESERVED]

Section 3.2. Article III is amended and restated as follows:

Article III - [RESERVED]

Section 4. Amendments to Article IV - Service Obligations.

Section 4.1. Section 4.1.1. is amended and restated as follows:

4.1.1. Commencing on the Effective Date, or such other date as may be agreed to by PSE&G and NJEA, and on each day thereafter during the term of this Agreement, PSE&G agrees to deliver and sell the Daily Nomination Quantity, but in no event more than the Maximum Daily Sales Quantity, all in accordance with the terms of this Agreement.

Section 4.2. Section 4.1.2. is hereby amended by deleting the words consistent with efficiently meeting the needs of its other customers and adding the word then before the words PSE&G agrees to sell.

Section 4.3. Section 4.1.3. is hereby amended and restated as follows:

4.1.3. The price for the Sales Service will be determined in accordance with Section 6.1. Sales Service will be subject to interruption only as provided in Section 7.1.

Section 4.4. Section 4.2. Transportation Service is deleted. Section 4.3. Test Period Sales Service is deleted. Section 4.4. Interim Sales Service and Redelivery Service is deleted. Section 4.6. Winter-Seasonal Services is deleted.

Section 4.5. Section 4.5. Extended Gas Service is renumbered Section 4.2. and amended and restated as follows:

4.2. Extended Gas Service

4.2.1. For the full remaining term of this Agreement, NJEA hereby elects to take Extended Gas Service for each winter season (which winter season commences on November 1 of a calendar year and continues through March 31 of the next calendar year). The Extended Gas Service will be at the price specified in Section 6.2., and will be subject to interruption only as provided in Section 7.2. The daily quantity that PSE&G is obligated to deliver of Extended Gas Service will be equal to the Daily Nomination Quantity, but in no event greater than the Maximum Daily Sales Quantity.

4.2.2. If PSE&G interrupts Extended Gas Service on any Day pursuant to Section 7.2., PSE&G will use reasonable efforts to provide Redelivery Service to NJEA and such Redelivery Service shall be included in the applicable Service Charge or Additional Service Charge (if applicable at the time). Unless agreed to otherwise by PSE&G, Redelivery Service due to an interruption pursuant to Section 7 will be limited to gas supplied and delivered by or on behalf of NJEA to PSE&G at Transco's Sayreville Metering and Regulating Station in Sayreville, New Jersey. NJEA affirms that PSE&G has no obligation to effect such Redelivery Service if, in PSE&G's sole judgment, such redelivery shall have an adverse effect on PSE&G, its operations, or its other customers.

Section 4.6. Section 4.7. Delivery Parameters is renumbered Section 4.3.

Section 4.7. Section 4.7.1. is renumbered Section 4.3.1. and amended by deleting the words sold or in the second sentence. Section 4.7.2. is renumbered Section 4.3.2.

Section 4.8. Section 4.7.3. is renumbered Section 4.3.3. and amended by (A) inserting the words or on behalf of immediately following the words Gas delivered to PSE&G by in the first sentence, (B) deleting the words under the Transportation Service and substituting therefor the words pursuant to Section 4.2.2. in the first sentence and (C) deleting the word facility and substituting therefor the words Facility in the last sentence.

Section 4.9. Section 4.8. is renumbered Section 4.4., re-title Scheduling of Service. and amended as follows:

(A) Section 4.8.1. is renumbered Section 4.4.1. and amended and restated as follows:

4.4.1. By 10:00 a.m. (Eastern Prevailing Time) on the Business Day immediately preceding any Gas Day, NJEA will provide notice to PSE&G of (i) the Daily Nomination Quantity for such Gas Day and (ii) the estimated hourly usage schedule for such Gas Day.

(B) Section 4.8.2. is renumbered Section 4.4.2. and amended and restated as follows:

4.4.2. By 6:00 p.m. (Eastern Prevailing Time) on the day immediately preceding any Gas Day, NJEA will provide notice to PSE&G if NJEA elects to increase or decrease the Daily Nomination Quantity provided pursuant to Section 4.4.1. The parties acknowledge that such election is afforded to NJEA to accommodate NJEA's good faith predictions regarding Facility operations (including, without limitation, the outcome of the Facility bid) for such Gas Day. Accordingly, PSE&G shall have the right to reject an election by NJEA pursuant to this Section 4.4.2. if, in PSE&G's reasonable judgment, NJEA has demonstrated a frequent abuse of such election by consistently nominating a Daily Nomination Quantity pursuant to Section 4.4.1. and subsequently altering the amount of such Daily Nomination Quantity pursuant to this Section 4.4.2. without regard to Facility operations (including, without limitation, the outcome of the Facility bid) for such Gas Day. If NJEA elects to increase the Daily Nomination Quantit y, then PSE&G shall use commercially reasonable efforts to obtain the increased amount of gas.

(C) Section 4.8.3. is deleted.

Section 4.10. A new Section 4.5. entitled Daily and Monthly Imbalances and Penalties is added to read as follows:

4.5.1. Notwithstanding the Daily Nomination Quantity for any Gas Day, the quantity of gas reflected in PSE&G's meter data for the Facility for such Gas Day may vary from such amount and any such variance or imbalance may result in gas imbalances as described below. Daily gas imbalance charges shall be calculated as follows:

4.5.1.1. If on any Gas Day the quantity of gas reflected in PSE&G's meter data for the Facility is less than ninety percent (90%) of the Daily Nomination Quantity for such Gas Day, then NJEA shall pay PSE&G an amount equal to (i) the difference between ninety percent (90%) of the Daily Nomination Quantity for such Gas Day and the quantity of gas reflected in PSE&G's meter data for the Facility for such Gas Day multiplied by (ii) ten percent (10%) of the Gas Daily Price. The parties acknowledge that NJEA shall not be obligated to pay the per dekatherm charge under Section 6.1.1. for any gas that is not reflected in PSE&G's meter data for the Facility.

4.5.1.2. If on any Gas Day the quantity of gas reflected in PSE&G's meter data for the Facility is greater than one hundred ten percent (110%) of the Daily Nomination Quantity for such Gas Day, then NJEA shall pay PSE&G an amount equal to (i) the difference between the quantity of gas reflected in PSE&G's meter data for the Facility for such Gas Day and one hundred ten percent (110%) of the Daily Nomination Quantity for such Gas Day multiplied by (ii) ten percent (10%) of the Gas Daily Price.

4.5.2. Any amounts payable by NJEA to PSE&G pursuant to application of Sections 4.5.1.1. and 4.5.1.2. shall be added to the amounts payable by NJEA hereunder as described in Section 6.1.4.

4.5.3. If NJEA is utilizing Redelivery Service due to an interruption pursuant to Section 7, then NJEA shall deliver (or arrange for delivery of) a quantity of gas to PSE&G that is sufficient to accommodate the quantity of gas that NJEA is taking pursuant to Redelivery Service. If NJEA fails to deliver (or arrange for delivery of) such quantity of gas to PSE&G, then PSE&G may suspend deliveries of gas to the Facility until such time as the delivery of such quantity of gas to PSE&G commences.

4.5.4. If at any time NJEA is utilizing gas at the Facility at a rate other than a uniform hourly rate and PSE&G determines, in its reasonable discretion based upon good gas industry practices, that the integrity of all or a portion of its gas distribution system is being jeopardized because of such utilization, or one of the transporters delivering gas to PSE&G enforces uniform hourly take restrictions, then PSE&G may limit the amount of gas redelivered to the Facility each hour to one twenty-fourth (1/24^th) of the Daily Nomination Quantity or the gas NJEA is delivering to PSE&G.

4.5.5. During periods when Sales Service is being utilized or Redelivery Service pursuant to Section 14.9. is being utilized, if after receiving notice of a suspension or limitation in accordance with this Agreement NJEA continues to utilize a quantity of gas which is inconsistent with such suspension or limitation during the duration of any such suspension or limitation, then NJEA shall be subject to a penalty equal to ten dollars ($10) per dekatherm multiplied by the difference between the actual gas utilization by NJEA and the volume of gas that is allowed for utilization by NJEA consistent with such suspension or limitation during such time period. During periods when Redelivery Service due to an interruption pursuant to Section 7 is being utilized or Extended Gas Service is being utilized, if after receiving notice of a suspension or limitation in accordance with this Agreement NJEA continues to utilize a quantity of gas which is inconsistent with such suspension or limitation during the dura tion of any such suspension or limitation, NJEA shall be subject to a penalty equal to twenty-five dollars ($25) per dekatherm multiplied by the difference between the actual gas utilization by NJEA and the volume of gas that is allowed for utilization by NJEA consistent with such suspension or limitation during such time period. In addition to the foregoing penalties, NJEA shall be responsible for any penalties assessed on or against PSE&G by an interstate pipeline serving the PSE&G system due to NJEA's refusal to reduce gas usage after notification or suspension.

4.5.6. Notwithstanding any provision in this Agreement to the contrary, NJEA shall be excused from accepting gas due to a force majeure pursuant to Article XIII and the quantity of gas that NJEA does not accept due to force majeure shall be deemed to have not been included in any Daily Nomination Quantities relating to the Gas Day on which such force majeure occurs or is continuing. In addition, the quantity of any gas deliveries that are curtailed, adjusted or suspended by PSE&G pursuant to this Agreement or that are not delivered to NJEA due to a PSE&G default shall be deemed to have not been included in any Daily Nomination Quantity relating to the Gas Day on which such curtailment, adjustment, suspension or default occurs.

Section 5. Amendments to Article V - Quantities.

Section 5.1. Article V is amended and restated as follows:

Article V - [RESERVED]

Section 6. Amendments to Article VI - Price.

Section 6.1. Section 6.1. is re-titled Sales Service, Extended Gas Service and Service Charge.

Section 6.2. Section 6.1.1. is amended and restated as follows:

6.1.1. Subject to Sections 4.5. and 6.1.2., the per dekatherm charge to NJEA for Sales Service for the quantity of gas reflected in PSE&G's meter data for the Facility on any Gas Day is an amount equal to the Gas Daily Price. Subject to Sections 4.5. and 6.1.2., the monthly charge to NJEA for Sales Service will be the sum of the daily quantities of gas reflected in PSE&G's meter data for the Facility multiplied by the respective Gas Daily Price.

Section 6.3. Section 6.1.2. is amended and restated as follows:

6.1.2. Upon at least ten (10) Business Days' notice to PSE&G before the beginning of any Month, NJEA may elect to purchase a fixed amount of the Sales Service gas during such Month at a price equal to the arithmetic average of (i) the monthly gas "Index Price" published in Inside FERC "Gas Market Report" under "Market Center Spot-Prices", "Northeast", "Texas Eastern, zone M-3" and (ii) the monthly gas "Index Price" published in Inside FERC "Gas Market Report" under "Market Center Spot-Prices", "Northeast", "Transco, zone 6 N.Y.", each published on or about the fifth Business Day of each month. Upon PSE&G's receipt of such notice, NJEA shall be obligated to purchase the elected fixed amount of Sales Service gas at the monthly price described in the preceding sentence at an equal daily amount for the respective Month. All Sales Service gas purchased in excess of the elected portion shall be purchased at the Gas Daily Price described in Section 6.1.1.

Section 6.4. A new Section 6.1.3. is added as follows:

6.1.3. The gas indices described in this Section 6.1. are intended by the parties to reflect the market price of natural gas delivered to PSE&G at its city gate interconnection with Transcontinental Gas Pipeline ("Transco") and Texas Eastern Transmission Corporation ("Texas Eastern"). In the event any index ceases to be published, ceases to be determined substantially as such index is determined on the Effective Date or ceases to be representative of the market price of natural gas delivered to PSE&G at its city gate interconnection with Transco and Texas Eastern, then the parties shall meet as soon thereafter as possible to identify a replacement index or indices (as the case may be) with the intent of such replacement(s) being to represent the market price of natural gas delivered to PSE&G at its city gate interconnection with Transco and Texas Eastern.

Section 6.5. A new Section 6.1.4. is added as follows:

6.1.4. The monthly charge to NJEA for the Sales Service and Extended Gas Service shall be adjusted to reflect any amount payable by NJEA pursuant to Section 4.5.

Section 6.6. Section 6.2. is deleted in its entirety.

Section 6.7. Section 6.4. Winter-Seasonal Service is deleted in its entirety. Section 6.5. Redelivery Service is deleted in its entirety. Section 6.6. Charges for Gas Retained by PSE&G is deleted in its entirety.

Section 6.8. Section 6.3. is renumbered Section 6.2. and amended and restated as follows:

6.2. The monthly charge to NJEA for Extended Gas Service will be the quantity of gas reflected in PSE&G's meter data for the Facility under such service multiplied by the Extended Gas Service Charge.

Section 6.9. A new Section 6.3. is added as follows:

6.3. Service Charge

Commencing on the Effective Date and continuing for the remainder of the term of this Agreement, NJEA shall pay PSE&G (a) a monthly Service Charge that is a fixed amount per Month regardless of the amount of gas or service provided by PSE&G hereunder and (b) a monthly Additional Service Charge as set forth in Schedule 1 hereto, as applicable.

Section 7. Amendments to Article VII - Interruption of Service.

Section 7.1. Section 7.1. is deleted. Section 7.3. is deleted.

Section 7.2. Section 7.2. is renumbered Section 7.1. and amended and restated as follows:

7.1. The Sales Service for any Day will be subject to interruption by PSE&G if PSE&G notifies NJEA that the Mean Daily Temperature Forecast for Newark, New Jersey (issued within twenty four (24) hours of the notice of interruption and based on the then most current readings and data) is equal to or less than 22 degrees Fahrenheit. PSE&G will provide NJEA with as much notice as possible but no less than eight (8) hours notice of any interruption of service to the Facility pursuant to this Section 7.1. Any deliveries of gas during interruption of Sales Service pursuant to this Section 7.1. will be delivered by PSE&G to NJEA under Extended Gas Service pursuant to Section 4.2.1. In no event shall NJEA have the obligation to obtain or procure gas from any other source in the event of an interruption to Gas Service pursuant to this Section 7.1.

Section 7.3. Section 7.4. is renumbered Section 7.2. and amended and restated as follows:

7.2 Extended Gas Service for any Day will be subject to interruption by PSE&G if PSE&G notifies NJEA that the Mean Daily Temperature Forecast for Newark, New Jersey (issued within twenty four (24) hours of the notice of interruption and based on the then most current readings and data) is 14 degrees Fahrenheit or below. PSE&G will provide NJEA with as much notice as possible but no less than eight (8) hours notice of any interruption of service to the Facility pursuant to this Section 7.2. Any deliveries of gas during interruption of Extended Gas Service pursuant to this Section 7.2. may be replaced with gas delivered by NJEA to PSE&G and transported and delivered by PSE&G to NJEA pursuant to Redelivery Service as provided in Section 4.2.2. In no event shall NJEA have the obligation to obtain or procure replacement gas from any source in the event of an interruption to Extended Gas Service pursuant to this Section 7.2.

Section 8. Amendments to Article VIII - Facilities.

Section 8.1. Section 8.2. is deleted. Section 8.3. is deleted. Section 8.4. is deleted. Section 8.5. is deleted.

Section 8.2. Section 8.6. is renumbered Section 8.2. and amended by deleting the words New Jersey Board of Public Utilities and substituting therefor the word NJBPU.

Section 9. Amendments to Article IX - Accounting.

Section 9.1. Section 9.1.1(a) is deleted. Section 9.1.1(b) is deleted. Section 9.1.1(f) is deleted. Section 9.1.1(g) is deleted. Section 9.1.1(h) is deleted.

Section 9.2. Section 9.1.1(c) is renumbered Section 9.1.1(a).

Section 9.3. Section 9.1.1(d) is renumbered Section 9.1.1(c) and amended and restated as follows:

(c) the Service Charge and the Additional Service Charge, as applicable, determined in accordance with Section 6.3., for the preceding month; plus

Section 9.4. Section 9.1.1(e) is renumbered Section 9.1.1(b) and amended by deleting the number 6.3 and substituting therefor the number 6.2.

Section 9.5. Section 9.1.1(i) is renumbered Section 9.1.1(d).

Section 9.6. Section 9.1.1(j) is renumbered Section 9.1.1(e).

Section 9.7. Section 9.1.2(a) is deleted. Section 9.1.2(b) is deleted.

Section 9.8. Section 9.1.2(c) is renumbered Section 9.1.2(a).

Section 9.9. Section 9.1.2(d) is renumbered Section 9.1.2(b).

Section 9.10. Section 9.1.5. is amended by: (A) deleting both references to 9.1.1(i) and substituting therefor the number 9.1.1(d) and (B) deleting 10.4 and substituting therefor the number 10.3.

Section 9.11. Section 9.2. is amended by deleting the words Facility Test Date and substituting therefor the words Effective Date.

Section 9.12. Section 9.4 is amended by deleting the third sentence in its entirety and substituting therefor the following: If any such failure to pay continues for 15 days after written protest by the party to whom such amount is due, such party may suspend performance under this Agreement and take any action provided in Section 9.6. upon notice to the other party; provided, however, that if either party in good faith disputes the amount of any such bill or any part thereof, and pays to the other party such amount as it concedes to be correct, and at any time thereafter within 15 days of a demand by the billing party, furnishes good and sufficient Performance Assurance, guaranteeing payment to the billing party of the amount ultimately found to be due under such bill after a final determination, reached either by agreement, arbitration or judgment of a court, then the billing party will not be able to suspend performance under this Agreement or seek other action provided in Section 9.6.

Section 9.13. A new Section 9.6. is added to read as follows:

9.6 Performance Assurance

(a) If, on any Business Day, the Exposure of PSE&G exceeds the NJEA Threshold, PSE&G may demand that NJEA deliver Performance Assurance to PSE&G in an amount equal to the amount by which such Exposure exceeds the NJEA Threshold (such amount hereinafter the "Excess Amount"). NJEA grants to PSE&G a first priority security interest in any and all Performance Assurance held by such other party from time to time. If, as of any Business Day, the aggregate amount of Performance Assurance held by PSE&G exceeds the Excess Amount by an amount greater than $250,000, PSE&G shall return Performance Assurance to NJEA in an amount such that, after giving effect to any such return, PSE&G holds Performance Assurance in an amount equal to not more than the sum of the Excess Amount plus $250,000, provided, however, that if PSE&G's Exposure is less than the NJEA Threshold, PSE&G shall return all Performance Assurance then held by it or its designee to NJEA.

(b) The act of posting or returning of Performance Assurance may only be requested on a Business Day, and the party receiving such request, if obliged to post or return Performance Assurance pursuant to Section 9.6(a) above, shall post or return such Performance Assurance by the Transfer Deadline. All deposits of Performance Assurance shall be rounded up to the nearest integral multiple of $250,000 and all returns of Performance Assurance shall be rounded down to the nearest integral multiple of $250,000.

(c) In the event that NJEA fails to post the Performance Assurance pursuant to this Section 9.6. by the Transfer Deadline, then an event of default shall be deemed to occur and PSE&G shall be entitled to suspend provision of Sales Service, Extended Gas Service, and Redelivery Service, as applicable, until such time that such default has been cured.

(d) In the event that NJEA fails to pay amounts owed to PSE&G under this Agreement when due, PSE&G may setoff such amounts owed against amounts held by PSE&G as Performance Assurance and/or PSE&G may proceed to collect on any NJEA Guarantee(s); provided, however, that with respect to any such setoff, PSE&G shall provide NJEA with written notification of such setoff, and the obligations so setoff shall be deemed satisfied and discharged in full for all purposes under this Agreement.

(e) In the event that PSE&G fails to comply with this Section 9.6. by complying with a proper request by NJEA pursuant to Section 9.6(a) to return amounts held by PSE&G as Performance Assurance, NJEA shall be entitled to set off any and all amounts due and owing under this Agreement against such Performance Assurance; provided, however, that with respect to any such setoff, NJEA shall provide PSE&G with written notification of such setoff, and the obligations so setoff shall be deemed discharged in full for all purposes under this Agreement.

(f) The costs of posting and maintaining Performance Assurance in the form of a letter of credit shall be borne by NJEA. Performance Assurance held by PSE&G in the form of cash will accrue interest for the benefit of NJEA at the average Federal Funds Effective Rate for the period of time the funds are on deposit. The Federal Funds Effective Rate is published daily on the Federal Reserve website (http://www.federalreserve.gov/releases/h15/update/). Upon receipt of NJEA's interest invoice, PSE&G will deliver to NJEA not later than the third Business Day after such receipt, all such interest accruing in the previous calendar month, except to the extent that any such transfer would result in PSE&G being entitled to a call for Performance Assurance from NJEA hereunder.

(g) The credit requirements contained in this Section 9.6. shall continue in force and effect in the event this Agreement is assigned pursuant to Section 14.5. unless the parties agree otherwise in writing.

Section 10. Amendments to Article X - Term.

Section 10.1. Section 10.1. is amended and restated as follows:

10.1. The term of this Agreement will expire on August 13, 2011. During the Term of this Agreement, NJEA and PSE&G agree that the Sales Services, Extended Gas Service and Redelivery Service provided under this Agreement will be the sole sources of gas supply for the Facility.

Section 10.2. Section 10.1.1. is deleted. Section 10.1.2. is deleted. Section 10.1.3. is deleted. Section 10.2. is deleted.

Section 10.3. Section 10.3. is renumbered Section 10.2. and amended by (A) deleting the words New Jersey Board of Public Utilities and substituting therefor the word NJBPU and (B) deleting the number 1.26 and substituting therefor the number 1.35.

Section 10.4. Section 10.4. is renumbered Section 10.3. and is amended by (A) deleting the words subject to the limitations specified in subsections a), b), and c) of this Section 10.4 in the second sentence, (B) deleting all text after the words tax is applicable will terminate in the third sentence and (C) adding the following sentence to the end: NJEA agrees that notwithstanding anything contained herein to the contrary, the Service Charge and the Additional Service Charge, as applicable, will continue to accrue on a monthly basis and NJEA will not be excused from paying such amounts due to a termination pursuant to this Section 10.3. for two (2) years following the effective date of such termination.

Section 10.5. Section 10.5. is deleted.

Section 11. Amendments to Article XI - Regulatory Approvals.

Section 11.1. Section 11.1. is amended by (A) deleting the word approval in the second sentence and substituting therefor the word jurisdiction and (B) deleting the words New Jersey Board of Public Utilities in the first sentence and substituting therefor the word NJBPU.

Section 11.2. Section 11.1.1. is deleted.

Section 12. Amendments to Article XII - Possession, Title and Warranty.

Section 12.1. Section 12.1. is deleted.

Section 12.2. Section 12.2. is renumbered Section 12.1.

Section 12.3. Section 12.3. is renumbered Section 12.2. and amended by: (A) adding the word and before the words their successors and assigns in the first sentence and (B) adding the words and its successors and assigns before the words harmless from all suits in the second sentence.

Section 13. Amendments to Article XIII - Force Majeure.

Section 13.1. Section 13.1. is amended by (A) deleting the words or NJEA before the words to acquire gas in (h) and renumbering (h) to (j), (B) renumbering (i) to (k) and (C) adding a new (h) and (i) to read:

(h) a partial or full interruption in the generating capability of the Facility due to any unplanned component failure (immediate, delayed, postponed, or startup failure) or any other condition that requires the applicable unit to be removed from service, or prevents the unit from going into service, including (without limitation) (1) any inability to successfully start-up and commence generation following a period during which the Facility has not been operational for any reason and (2) any unplanned or planned interruption in the generating capability of the Facility in order to conduct repair, replacement, maintenance or diagnostic activity to avoid loss or serious injury or damage to persons or property that NJEA reasonably expects to occur within ten (10) days after the beginning of the interruption if the repair, replacement, maintenance or diagnostic activity is not performed;

(i) the existence of a physical or operational condition and/or the occurrence of an event on the PSE&G system which in PSE&G's reasonable judgment: (i) is imminently likely to endanger life or property or (ii) impairs and/or imminently will impair: (a) PSE&G's ability to discharge its statutory obligation(s) to provide safe, adequate and proper service to its customers and/or (b) the safety and/or reliability of PSE&G's system;

Section 13.2. Section 13.2. is amended by adding the following sentence to the end: NJEA agrees that notwithstanding anything contained herein to the contrary, the Service Charge and the Additional Service Charge, as applicable, will continue to accrue on a monthly basis and NJEA will be not be excused from paying such amounts by reason of a force majeure.

Section 14. Amendments to Article XIV - Miscellaneous.

Section 14.1. Section 14.3. is amended by deleting the words including, without limitation of the foregoing, the Precedent Agreement between the parties.

Section 14.2. Section 14.5.1(c) deleted.

Section 14.3. A new Section 14.5.1(c) is added to read as follows:

(c) NJEA, its successor or permitted assignee may assign any of its rights, titles and interests hereunder to existing and future lenders secured, in whole or in part, by interests in the Facility or NJEA or affiliates of NJEA; and

Section 14.4. A new Section 14.5.6. is added to read as follows:

14.5.6. An entity that assumes the obligations of the assigning party in Section 14.5.1(a) or (d) shall be required to satisfy the reasonable credit standards of the non-assigning party before the assignment may become effective.

Section 14.5. Section 14.6. is amended by adding the words demands for posting or other correspondence related to Performance Assurance pursuant to Section 9.6., before the words written notices and invoices. NJEA's address in Section 14.6. is amended and restated as follows:

To NJEA:

North Jersey Energy Associates, A Limited Partnership
c/o Northeast Energy, LP
c/o ESI Northeast Energy GP, Inc., Its General Partner
700 Universe Blvd.
P.O. Box 14000
Juno Beach, FL 33408
Attention: Business Manager
Facsimile: (561) 304-5161

Section 14.6. PSE&G's address in Section 14.6. is amended and restated as follows:

To PSE&G:

Public Service Electric & Gas Company
80 Park Plaza
PO Box 570-14
Newark, New Jersey 07107
Attention: Peter Collette
Facsimile: (973) 430-5519

Section 14.7. Section 14.7. is amended by (A) deleting the words pipeline rate schedule, after the words event that a and (B) deleting the words rate schedule, after the words upon a replacement.

Section 14.8. A new Section 14.9. is added to read as follows:

Redelivery Service Due to PSE&G Default

14.9. Upon the occurrence of any default by PSE&G in the performance of its Sales Service and Extended Gas Service obligations hereunder, NJEA shall be entitled to mitigate its damages resulting therefrom by obtaining gas from a third party and causing such gas to be delivered to PSE&G at any location where PSE&G is authorized to receive gas deliveries (subject to capacity availability and PSE&G's ability to receive gas at such point(s) at that time) and PSE&G shall transport and deliver such gas utilizing Redelivery Service. All quantities of gas obtained by NJEA from third parties pursuant to this Section 14.9. shall not be included in the calculation of the total volumes of gas NJEA utilizes for purposes of calculating any applicable Additional Service Charge.

Section 15. Miscellaneous.

(a) Capitalized terms used herein not otherwise defined in this Amendment shall have the meaning ascribed to them in the Gas Purchase Agreement.

(b) This Amendment contains the entire agreement and understanding between PSE&G and NJEA as to the subject matter of this Amendment and supersedes all prior agreements, representations and discussions between them concerning the subject matter of this Amendment. PSE&G and NJEA each represents and warrants to the other that in entering into this Amendment, it has not relied on any promise, inducement, representation, warranty, agreement or statement not set forth in this Amendment.

(c) After the Effective Date and upon the request of either Party, the Parties shall use reasonable and good faith efforts to agree upon, execute and deliver a consolidated Amended and Restated Gas Purchase Agreement reflecting the terms of the Gas Purchase Agreement as amended by this Amendment.

(d) The Parties hereby acknowledge and agree that any conflicts or disputes arising between them with respect to the Gas Purchase Agreement relating to (1) events or circumstances occurring prior to the Effective Date shall be resolved by reference to the provisions of the Gas Purchase Agreement as in effect prior to the Effective Date and without reference to this Amendment or (2) events or circumstances occurring on or after the Effective Date shall be resolved by reference to the provisions of the Gas Purchase Agreement as amended by this Amendment, in each case irrespective of when the claim related thereto is first asserted.

(e) This Amendment may not be altered or modified by either PSE&G or NJEA except by instrument in writing executed by both of them.

(f) PSE&G and NJEA each represents and warrants to the other that the person who signs below on its behalf has authority to execute this Amendment on its behalf without the further concurrence or approval of any person, entity or court, and that all requisite approvals to enter into, and bind PSE&G and NJEA, as applicable, to this Amendment have been obtained as of the date of such execution on behalf of such Party.

(g) This Amendment may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same agreement.

IN WITNESS WHEREOF the parties have caused this Amendment to be executed by their duly authorized officers or agents, as applicable, as of the day and year first above written.

PUBLIC SERVICE ELECTRIC AND GAS COMPANY
By:	FREDERICK W. LARK
	Name: Frederick W. Lark Title: Vice President - Business Analysis
NORTH JERSEY ENERGY ASSOCIATES, A LIMITED PARTNERSHIP
By:  Northeast Energy, LP, its general partner
By:  ESI Northeast Energy GP, Inc., Its        administrative general partner
By:	NATHAN E. HANSON
	Nathan E. Hanson Director

EXHIBIT 1
TRANSPORTATION AND STORAGE CONTRACTS
1.	Firm Transportation Service Agreement dated as of February 28, 1994, by and between CNG Transmission Corporation, a Delaware Corporation, (now Dominion Transmission Corporation) and NJEA.
2.	Service Agreement Applicable to the Storage of Natural Gas under Rate Schedule GSS dated as of September 30, 1993 and amended November 1, 1998, by and between CNG Transmission Corporation, a Delaware corporation, (now Dominion Transmission Corporation) and NJEA.
3.	Service Agreement Applicable to the Transportation of Natural Gas under Rate Schedule FT-GSS dated as of September 30, 1993 and amended November 1, 1998, by and between CNG Transmission Corporation, a Delaware corporation, (now Dominion Transmission Corporation) and NJEA.
4.	Service Agreement for Rate Schedule FTS-5 dated February 16, 1994, by and between Texas Eastern Transmission Corporation, a Delaware corporation, and NJEA.
5.	Firm Transportation Service Agreement dated as of February 1, 2003, by and between Transcontinental Gas Pipe Line Corporation, a Delaware Corporation, and NJEA.

SCHEDULE 1
ADDITIONAL SERVICE CHARGE
The Additional Service Charge shall be calculated as follows:
OVERAGE		ADDITIONAL SERVICE CHARGE
Volumes of gas NJEA utilizes above 6 bcf/year but less than or equal to 10 bcf/year pursuant to:		$60,000/Month
- -	Sales Service
-	Extended Gas Service and/or
-	Redelivery Service due to an interruption pursuant to Section 7
Volumes of gas NJEA utilizes above 10 bcf/year pursuant to:		$100,000/Month
- -	Sales Service
-	Extended Gas Service and/or
-	Redelivery Service due to an interruption pursuant to Section 7

EX-10

Exhibit 10.49

CAPACITY TRANSFER AGREEMENT

- - Between -

NORTH JERSEY ENERGY ASSOCIATES,
A LIMITED PARTNERSHIP

- - And -

PSEG ENERGY RESOURCES & TRADE LLC

CAPACITY TRANSFER AGREEMENT
PREAMBLE
THIS CAPACITY TRANSFER AGREEMENT (the "Agreement") is entered into this 9th day of October, 2003, between North Jersey Energy Associates, A Limited Partnership ("NJEA") and PSEG Energy Resources and Trade LLC ("ER&T"), collectively referred to herein as the "Parties".
WHEREAS, NJEA holds certain rights and obligations under the agreements described in Exhibit 1, including entitlement to transport and/or store natural gas on various pipeline systems (each a "Capacity Entitlement Agreement" and collectively the "Capacity Entitlement Agreements"); and
WHEREAS, NJEA proposes to cause the transfer of its rights and obligations under these Capacity Entitlement Agreements to ER&T, either directly or as agent for Public Service Electric and Gas Company ("PSE&G"),1 for the remaining original term of the respective Capacity Entitlement Agreements; and
WHEREAS, NJEA and PSE&G are parties to a Gas Purchase and Sales Agreement dated May 4, 1989 ("Gas Supply Agreement") and are also parties to an Amendment to the Gas Purchase and Sales Agreement dated August 20, 2003 ("Gas Supply Agreement Amendment"). Both of these agreements provide for the supply and transportation of gas to NJEA's Sayreville electric generation facility; and
WHEREAS, ER&T desires to obtain a transfer of NJEA's entitlements, rights and obligations under the Capacity Entitlement Agreements to ER&T in order to (i) fulfill its obligations under the BGSS Requirements Contract dated May 2, 2000 between ER&T and PSE&G and to (ii) provide for the increased transportation and storage capacity to allow PSE&G to provide service pursuant to the Gas Supply Agreement, as amended by the Gas Supply Agreement Amendment, to NJEA's Sayreville facility.
NOW, THEREFORE, in consideration of the foregoing and the promises and covenants hereinafter set forth, the sufficiency of which is hereby acknowledged, NJEA and ER&T agree as follows:
ARTICLE 1
CAPACITY TRANSFER
1.1 As of the respective effective dates described below, NJEA will cause the transfer of its entitlement, rights and obligations under the Capacity Entitlement Agreements described below to ER&T, and ER&T will assume all such entitlement, rights and obligations in accordance with Section 1.3:
(a) As of the CTA Effective Date (as defined in Section 2.1 below), the Firm Transportation Service Agreement dated as of February 1, 2003, by and between Transcontinental Gas Pipe Line Corporation ("Transco") and NJEA for a volume of 22,790 Dth per day;
(b) As of the "Effective Date" of the assignment letter agreement ("DTI Assignment Agreement") by and among NJEA, ER&T and Dominion Transmission Corporation ("DTI"), the Firm Transportation Service Agreement dated as of February 28, 1994, by and between CNG Transmission Corporation (now DTI) and NJEA for a volume of 22,019 Dth per day;
(c) As of April 1, 2004, or such other date as may be agreed upon in writing by the Parties, the Service Agreement Applicable to the Storage of Natural Gas under Rate Schedule GSS dated as of September 30, 1993 and amended November 1, 1998, by and between CNG Transmission Corporation (now DTI) and NJEA for a volume of 1,050,800 Dth; and
(d) As of April 1, 2004, or such other date as may be agreed upon in writing by the Parties, the Service Agreement Applicable to the Transportation of Natural Gas under Rate Schedule FT-GSS dated as of September 30, 1993 and amended November 1, 1998, by and between CNG Transmission Corporation (now DTI) and NJEA for a volume of 10,508 Dth per day.
1.2 As of the "Effective Date" of that certain Assignment, Assumption and Consent Agreement ("Tetco Assignment Agreement") by and among NJEA, PSE&G and Texas Eastern Transmission Corporation ("Tetco"), but in no event prior to April 1, 2004, NJEA will cause the transfer of its entitlement, rights and obligations under the Service Agreement for FTS-5 dated February 16, 1994 by and between Tetco and NJEA for a volume of 10,508 Dth per day to PSE&G in accordance with Section 1.3 and ER&T will assume all such entitlement, rights and obligations as agent for PSE&G.
1.2.1 NJEA and ER&T hereby agree that NJEA shall protect ER&T from cost increases under the Capacity Entitlement Agreement described in Section 1.2 caused by a conversion from service under Part 157 ("Part 157 Service") of the Federal Energy Regulatory Commission's ("FERC") regulations at 18 C.F.R. 157 et. seq., to service under Part 284 ("Part 284 Service") of the FERC's regulations at 18 C.F.R. 284 ("Conversion") as, and to the extent, described in this Section 1.2.1. Specifically if (a) either Party receives communication or notice during the two (2) year period beginning on the date on which the FERC receives written notice of the transfer described in Section 1.2 pursuant to paragraph 4(b) of the Tetco Assignment Agreement ("Exposure Period") that the FERC is mandating or requiring a Conversion of the Capacity Entitlement Agreement described in Section 1.2 and (b) neither Party receives, or has received, communication or notice that the FERC is mandating or requiring the Conversion of other sim ilarly situated transportation agreements and (c) as a result of the Conversion of the Capacity Entitlement Agreement described in Section 1.2, the total costs of Part 284 Service under such Capacity Entitlement Agreement will be greater than the total costs of Part 157 Service under such Capacity Entitlement Agreement, then NJEA shall reimburse ER&T an amount equal to the Excess Total Costs; provided, however, that if the FERC communicates at any time during or after the Exposure Period that it is mandating or requiring Conversion of other similarly situated transportation agreements, then NJEA shall no longer be obligated to reimburse ER&T's Excess Total Costs accruing after the date of such initial communication from FERC. For purposes of this Section 1.2.1, "Excess Total Costs" shall mean the total costs of the Capacity Entitlement Agreement described in Section 1.2 for its remaining original term ("Term") that are in excess of the costs that would have been incurred under such Capacity Entitleme nt Agreement had the Conversion not occurred. Notwithstanding anything contained herein to the contrary, such Excess Total Costs shall only include (i) the reservation charges and any and all surcharges (each, as applicable) for 10,508 Dth/day of capacity, and (ii) the variable transportation costs, fuel costs and any and all surcharges (each, as applicable) associated with a volume of throughput up to 1,058,000 Dth/year. Both parties agree to act in good faith, which includes, without limitation, not, in any way, attempting to influence the FERC to require a Conversion of the Capacity Entitlement Agreement described in Section 1.2 during or after the Exposure Period.
1.2.2 To the extent that NJEA is obligated to reimburse ER&T for Excess Total Costs pursuant to Section 1.2.1 above, ER&T shall deliver an invoice to NJEA, on or before the fifteenth (15th) day of each calendar month during the Term, describing the Excess Total Costs for the preceding calendar month (prorated for partial calendar months, as applicable). NJEA shall pay the undisputed amount of such invoice within fifteen (15) days of receipt. In the event NJEA disputes all or any part of an invoice delivered to it pursuant to this Section 1.2.2, NJEA shall notify ER&T of the basis for the dispute in writing, accompanied by supporting documentation, within a thirty (30) day period from receipt of such invoice. Upon receipt of notice of the dispute and supporting documentation, ER&T shall have thirty (30) days from receipt of such notice to resolve any dispute with NJEA. In the event the dispute is not resolved within the thirty (30) day period, either Party may submit the matter for final resolution by binding arbitration in New York, New York under the Commercial Arbitration Rules of the American Arbitration Association ("AAA") before one arbitrator selected by the AAA from a list of three nominees provided by the AAA. In the event of any such dispute, the disputed portion shall not be due until the dispute is resolved in favor of the Party claiming entitlement to payment. The disputed amount of any invoice shall accrue interest from the date payment of such amount would have been due absent the dispute with respect to such amount until the date payment is made at the prime rate quoted by Chase Manhattan Bank, New York, plus two percent; provided, that the interest rate provided herein may never exceed the highest rate of interest permitted by applicable law.
1.3 In connection with each of the transfers and assignments described in Sections 1.1 and 1.2 above, ER&T and NJEA shall execute, or cause to be executed, agreements, in form and substance reasonably acceptable to both Parties, providing for (a) the assignment and/or release of capacity, as applicable, by NJEA and the assumption by ER&T of all of NJEA's entitlement, rights and obligations under the Capacity Entitlement Agreements (either directly or as agent for PSE&G) and (b) the release of NJEA from any and all prospective liability under the Capacity Entitlement Agreements by the respective counterparty thereto as of the respective effective dates of such assignment and/or release of capacity ("Release"). ER&T and NJEA shall use commercially reasonable efforts to obtain each of the foregoing, provided that such "commercially reasonable efforts" on the part of ER&T may include, without limitation, (i) the provision of any reasonable credit support required by any counterparty to the C apacity Entitlement Agreements assumed by ER&T in support of ER&T's obligations thereunder and as reasonably requested to obtain the Release, (ii) the execution by ER&T of a new Service Agreement with the respective counterparty to each of the Capacity Entitlement Agreements, as applicable, and (iii) the payment of the maximum or otherwise currently applicable rates for service under each of the Capacity Entitlement Agreements, subject to Section 1.2.1 above. ER&T shall also deliver to NJEA, on its own behalf or as agent for PSE&G, the joint written notices required under the Tetco Assignment Agreement and the DTI Assignment Agreement. To the extent that the transfers and assignments described in Sections 1.1 and 1.2 above take place, but a Release is not obtainable from any counterparty to the Capacity Entitlement Agreements in form and substance reasonably acceptable to NJEA, then ER&T shall indemnify NJEA from any and all ongoing liability under the applicable Capacity Entitlement Agreement, in form and substance reasonably acceptable to NJEA. In no event shall ER&T be required to make payments under any Capacity Entitlement Agreement prior to the applicable effective date of the assignment and/or release of capacity of such Capacity Entitlement Agreement
1.4 In the event the Parties are unable to effectuate the transfer from NJEA and assumption by ER&T of any of the Capacity Entitlement Agreements by the means provided for in Section 1.3 above, on the respective effective dates described in Sections 1.1 and 1.2 above, then the Parties agree to use commercially reasonable efforts to accomplish the intended effect of such transfer and assumption through other legally available and commercially reasonable means provided that such commercially reasonable efforts shall not require NJEA to bear any cost resulting from a Conversion of any of the Capacity Entitlement Agreements except as expressly provided in Section 1.2.1 above with respect to the Capacity Entitlement Agreement described in Section 1.2 above, nor to retain or assume any material liability or obligations with respect to any of the Capacity Entitlement Agreements after the effective dates described in Sections 1.1 and 1.2.
1.5 The Parties commit, subject to the terms, conditions and limitations of this Agreement, to take all necessary and commercially reasonable steps with DTI, Tetco, Transco and, if required, the Commission, to effectuate the permanent transfer of all of NJEA's Entitlement, rights and obligations under the Capacity Entitlement Agreements to ER&T as provided in this Agreement.
1.6 ER&T represents and warrants that it has all requisite authority to assume the entitlement, rights and obligations of NJEA under the Capacity Entitlement Agreement described in Section 1.2 above, as agent for PSE&G pursuant to the April 17, 2002 Order of the New Jersey Board of Public Utilities, which transferred the contractual rights and obligations for gas supply and capacity of PSE&G to ER&T, and pursuant to the May 1, 2002 Gas Requirements Contract between PSE&G and ER&T. ER&T further represents and warrants that it has all requisite authority to deliver the joint written notice required under the Tetco Assignment Agreement on behalf of PSE&G as provided in Section 1.3.
ARTICLE II
EFFECTIVE DATE
2.1 This Agreement shall become effective simultaneously with the Gas Supply Agreement Amendment on the "Effective Date" thereunder ("CTA Effective Date"); provided that if the CTA Effective Date has not occurred by December 15, 2003, either Party may at its option notify the other Party of its election to terminate this Agreement and upon receipt of such notice, this Agreement shall be terminated.
ARTICLE III
MISCELLANEOUS
3.1 This Agreement shall be governed by the laws of the State of New Jersey.
3.2 This Agreement constitutes the entire agreement between the Parties with respect to the matters set forth herein.
3.3 The failure of either Party to exercise any right granted hereunder shall not impair nor be deemed as a waiver of such Party's privilege of exercising such right at any subsequent time or times.
3.4 All headings appearing herein are for convenience only and shall not be considered a part of this Agreement for any purpose or as in any way interpreting, construing, altering or modifying this Agreement or any of the provisions hereof.
3.5 No modification or amendment of this Agreement shall be effective unless such modification or amendment is made in writing.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed by their respective duly authorized corporate officers effective as of the day first above written.
	PSEG ENERGY RESOURCES & TRADE, LLC.
	By:	STEVE TEITLEMAN
		Name: Steve Teitleman Title: President - PSEG Energy Resources & Trade LLC
	NORTH JERSEY ENERGY ASSOCIATES, A LIMITED PARTNERSHIP
	By:  Northeast Energy, LP, its general partner
	By:  ESI Northeast Energy GP, Inc.,        Its administrative general partner
	By:	NATHAN E. HANSON
		Nathan E. Hanson Director

¹ ER&T will act as agent for PSE&G to utilize the capacity under the Capacity Entitlement Agreement described in Section 1.2 to satisfy the requirements of PSE&G pursuant to the May 1, 2002 Gas Requirements Contract between PSE&G and ER&T.

EXHIBIT 1
TRANSPORTATION AND STORAGE CONTRACTS
1.	Firm Transportation Service Agreement dated as of February 1, 2003, by and between Transco and NJEA.
2.	Firm Transportation Service Agreement dated as of February 28, 1994, by and between CNG Transmission Corporation (now DTI) and NJEA.
3.	Service Agreement Applicable to the Storage of Natural Gas under Rate Schedule GSS dated as of September 30, 1993 and amended November 1, 1998, by and between CNG Transmission Corporation (now DTI) and NJEA.
4.	Service Agreement Applicable to the Transportation of Natural Gas under Rate Schedule FT-GSS dated as of September 30, 1993 and amended November 1, 1998, by and between CNG Transmission Corporation (now DTI) and NJEA.
5.	Service Agreement for Rate Schedule FTS-5 dated February 16, 1994, by and between Tetco and NJEA.

EX-10

Exhibit 10.50
LETTER AGREEMENT BETWEEN PUBLIC SERVICE ELECTRIC AND GAS COMPANY AND NORTH JERSEY ENERGY ASSOCIATES
This Letter Agreement (the "Letter Agreement") is entered into this 9th day of October, 2003 by and between Public Service Electric and Gas Company ("PSE&G) and North Jersey Energy Associates, A Limited Partnership ("NJEA"), collectively referred to herein as the "Parties".
WITNESSETH
WHEREAS, the Parties have entered into a Gas Purchase and Sales Agreement dated May 4, 1989, as amended through the Effective Date (the "Agreement"); and
WHEREAS, the Parties have entered into an Amendment to Gas Purchase and Sales Agreement dated August 20, 2003 (the "Amendment); and
WHEREAS, NJEA and PSEG Energy Trade & Resources LLC ("ER&T") have entered into that certain Capacity Transfer Agreement providing for the permanent release, assignment or other transfer of NJEA's rights and obligations under the transportation and storage contracts described therein (the "Capacity Transfer Agreement"); and
WHEREAS, in anticipation of the effectiveness of the Amendment and the Capacity Transfer Agreement, the Parties desire to enter into this Letter Agreement to provide for a peaking service to PSE&G as described herein; and
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:
Section 1. Effective Date.
Section 1.1. This Letter Agreement shall become effective simultaneously with the Amendment on the "Effective Date" thereunder (the "Effective Date"); provided that if the Effective Date has not occurred by December 15, 2003, either Party may at its option notify the other Party of its election to terminate this Letter Agreement and upon receipt of such notice, this Letter Agreement shall be terminated.
Section 2. Peaking Service
Section 2.1. For the period (the "Peak Period") commencing on the Effective Date and ending on the earlier of (a) February 29, 2004 or (b) the date upon which the last of the Capacity Entitlement Agreements described in Sections 1.1(c), 1.1(d), and 1.2 of the Capacity Transfer Agreement is transferred to ER&T in accordance with the terms therein, NJEA shall provide PSE&G with the right to call upon a volume of gas equal to 10,508 Dth/day (the "Call Volume") on any Gas Day (as defined in the Agreement) during the Peak Period that the Mean Daily Temperature Forecast for Newark, New Jersey is 14 degrees Fahrenheit or less ("Call Day"). If PSE&G desires to utilize the foregoing service (hereinafter referred to as the "Peaking Service") on any Call Day, then PSE&G shall provide NJEA with irrevocable notice to that effect (the "Notice") by 9 am (Eastern Prevailing Time) on the Business Day immediately preceding the Call Day. Each Notice shall include documentation verifying that the Mean Daily Temperature Forecast for Newark, New Jersey (issued within twenty four hours of the Notice and based on the then most current readings and data) for such Call Day is 14 degrees Fahrenheit or less. Upon receipt of the Notice (together with the required supporting documentation), NJEA shall deliver to PSE&G's gate stations on the Transcontinental Gas Pipe Line Corporation pipeline or the Texas Eastern Transmission Corporation pipeline, at NJEA's election, and sell to PSE&G, and PSE&G shall purchase from NJEA, the Call Volume specified in the Notice; provided, however, that NJEA shall have no obligation to deliver the Call Volume if NJEA previously provided the Call Volume to PSE&G (1) on any three days during the calendar month in which the Notice is provided (or in the case of any partial calendar month consisting of (A) one through ten days, any one day, (B) eleven through twenty days, any two days and (C) twenty one through 30 days, any three days) or (2) on any nine days during the Peak Pe riod. For purposes of this Section 2.1, (i) "Mean Daily Temperature Forecast" means the mean temperature at Newark International Airport as projected by Weather Services Corporation or such other weather service as may be retained by PSE&G and (ii) "Business Day" means any day other than a Saturday, a Sunday or a day on which commercial banks in New Jersey are required or authorized to be closed.
Section 2.2. NJEA shall invoice PSE&G for an amount equal to the sum of all Call Day Amounts for each calendar month during which the Peaking Service has been utilized pursuant to Section 2.1, and PSE&G shall pay such invoice, each in accordance with Sections 9.1.3, 9.1.4, 9.2, 9.4 and 9.5 of the Agreement. The "Call Day Amount" for any Call Day shall be an amount equal to (a) the Call Volume delivered and sold to PSE&G on such Call Day multiplied by (b) the applicable Gas Daily Price for such Call Day. For purposes of this Section 2.2, "Gas Daily Price" shall mean the arithmetic average of (1) the daily "Midpoint" gas prices published by Platts in The Gas Daily Price Guide, "Daily Price Survey" under "City Gates", "Texas Eastern, zone M-3" on the applicable Call Day and (2) the daily "Midpoint" gas prices published by Platts in The Gas Daily Price Guide "Daily Price Survey" under "City Gates", "Transco, zone 6 N.Y." on the applicable Call Day.
Section 2.3. In the event NJEA fails to deliver any of the Call Volume that it is obligated to deliver hereunder (such undelivered Call Volume hereinafter referred to as the "Call Volume Shortfall"), then PSE&G shall invoice NJEA for the associated Cover Damages in accordance with Sections 9.1.3, 9.1.4, 9.2, 9.4 and 9.5 of the Agreement. "Cover Damages" for any Call Volume Shortfall means an amount equal to the positive difference, if any, between (a) the Replacement Price ($/Dth) multiplied by the Call Volume Shortfall (in Dth), minus (b) the amount that PSE&G would have paid pursuant to Section 2.2 had the Call Volume Shortfall been delivered. For purposes of this Section 2.3, (1) if PSE&G purchases replacement gas in the amount of the Call Volume Shortfall ("the Replacement Call Volume"), then the "Replacement Price" means the price ($/Dth) at which PSE&G, acting in a commercially reasonable manner, purchases the Replacement Call Volume, plus transaction and other administra tive costs reasonably incurred by PSE&G in purchasing such Replacement Call Volume and (2) if PSE&G does not purchase Replacement Call Volume for any reason, then the "Replacement Price" means the daily "Midpoint" gas prices published by Platts in The Gas Daily Price Guide "Daily Price Survey" under "City Gates", "Transco, zone 6 N.Y." on the applicable Call Day. The damages provided in this Section 2.3 shall be the sole and exclusive remedy of PSE&G for any Call Volume Shortfall. The monthly invoice for Cover Damages with respect to a Call Volume Shortfall shall include a written statement detailing the volume, source and Replacement Price of all Replacement Call Volume.
IN WITNESS WHEREOF, the Parties have caused this Letter Agreement to be executed by their duly authorized officers or agents, as applicable, as of the day and year first written above.
	Public Service Electric And Gas Company
	By:	FREDERICK W. LARK
		Name: Frederick W. Lark Title: Vice President - Business Analysis
	North Jersey Energy Associates, A Limited Partnership
	By:	Northeast Energy, LP, its general partner
	By:	ESI Northeast Energy GP, Inc., Its administrative general partner
	By:
		Nathan E. Hanson Director

EX-10

Exhibit 10.51

Termination
Agreement





between






Hercules Incorporated


and


North Jersey Energy Associates,
A Limited Partnership






Dated as of October 21, 2003

TERMINATION AGREEMENT

THIS TERMINATION AGREEMENT (the "Agreement") is made as of this 21st day of October, 2003 (the "Effective Date") by and between HERCULES INCORPORATED ("Hercules") and NORTH JERSEY ENERGY ASSOCIATES, A LIMITED PARTNERSHIP, a New Jersey limited partnership ("NJEA") (each a "Party", and collectively the "Parties").

WITNESSETH:

WHEREAS, NJEA and Hercules are parties to an Industrial Steam Sales Contract (the "Steam Contract") dated June 5, 1989 pursuant to which NJEA sells steam generated at its natural gas-fired electrical and steam generation facility located in Sayreville, New Jersey (the "Facility") to Hercules for consumption at Hercules' chemical manufacturing facility located in Parlin, New Jersey (the "Hercules Facility");

WHEREAS, Hercules resells a portion of the steam it purchases from NJEA under the Steam Contract to its lessee, Green Tree Chemical Technologies Inc. ("Green Tree"), which is engaged in the production of nitrocellulose and other chemicals at its facilities (the "Nitrocellulose Facility");

WHEREAS, NJEA is restructuring its power purchase agreement with Jersey Central Power & Light Company ("JCP&L") and has entered into an Amended and Restated Power Purchase Agreement with JCP&L dated as of May 16, 2003, as amended by that First Amendment to Amended and Restated Power Purchase Agreement dated as of October 21, 2003 (the "Amended and Restated Power Purchase Agreement") pursuant to which NJEA sells the electrical output of the Facility to JCP&L, and in connection therewith, a filing has been made with the New Jersey Board of Public Utilities ("NJBPU") seeking approval of the restructuring transaction (the "Restructuring"); and

WHEREAS, in connection with the foregoing, the Parties have agreed to terminate the Steam Contract prior to the expiration of the term thereof pursuant to the terms and conditions set forth herein.

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 Steam Contract.

1.1 Defined Terms.

"Approvals" has the meaning set forth in Section 13(f).

"Business Day" means Monday through Friday, excluding any day on which banks in New York, New York (U.S.A.) are closed for business.

"Cessation of Operations" shall be deemed to have occurred at either the Hercules Facility or the Nitrocellulose Facility on the 30th consecutive calendar day on which (i) the number of full-time employees (A) at the Hercules Facility, falls below forty (40) or (B) at the Nitrocellulose Facility, falls below one hundred (100) during calendar years 2004 and 2005, ninety (90) during calendar year 2006, or eighty (80) during calendar year 2007 or any year thereafter (if applicable) or (ii) there has been a cessation of substantially all of the manufacturing and production operations at either such Facility.

"Cure Period" has the meaning set forth in Section 3.2(c).

"Effective Date" has the meaning set forth in the Preamble hereto.

"Expiration Date" has the meaning set forth in Section 2.3.

"Facility" means either the Hercules Facility or the Nitrocellulose Facility, as the context requires.

"Final Order" has the meaning set forth in Section 2.6(a).

"Final Payment" has the meaning set forth in Section 2.2(a)(iii).

"First Component" means $251,570 per month.

"Force Majeure" means circumstances beyond the control of the party concerned and resulting in or causing a failure or substantial interference in the operation of the Hercules Facility or the Nitrocellulose Facility, as the case may be, which circumstances cannot be overcome by the exercise of due diligence by the party concerned. Subject to the foregoing, such circumstances may include riots, wars (declared or undeclared), insurrections, sabotage, rebellions, terrorist acts, civil disturbances, acts of God, explosions, fires, major equipment failures beyond the control of the party affected, and interruptions beyond the control of the party affected of fuel supply, power, water, utilities, wastewater disposal, feedstock, or product distribution; provided, however, that (a) any lack of money, (b) changes in market conditions, or (c) strikes, lockouts or other labor difficulties involving personnel of Hercules (or its Affiliates or successors or assigns) or the Green Tree (or its Affili ates or successors or assigns) shall not constitute Force Majeure.

"Hercules Stipulation" means the motion to intervene in the Restructuring and Stipulation of Settlement filed or to be filed by Hercules with the NJBPU in the Matter of the Application of Jersey Central Power & Light Company for the Approval of an Amendment and Restatement of the Power Purchase Agreement Currently Existing Between It and North Jersey Energy Associates, A Limited Partnership, NJBPU Docket No. EM03060438, pursuant to which Hercules agrees to the terms and conditions of this Termination Agreement.

"Hercules Waiver and Release" has the meaning set forth in Section 4.2.

"Incentive Payments" means the Initial Payment, the Monthly Employment Incentive Payments and the Final Payment.

"Initial Payment" has the meaning set forth in Section 2.2(a)(i).

"Monthly Certificate" has the meaning set forth in Section 3.3.

"Monthly Employment Incentive Payment" has the meaning set forth in Section 2.2(a)(ii).

"NJEA Waiver and Release" has the meaning set forth in Section 4.1.

"Pro Rata Factor" has the meaning set forth in Section 3.2(b).

"PSEG" means Public Service Electric and Gas Company, a New Jersey corporation, and its successors and assigns.

"PSEG Amendment" means that Amendment to Gas Purchase and Sales Agreement between PSE&G and NJEA dated as of August 20, 2003, amending that Gas Purchase and Sales Agreement dated as of May 4, 1989.

"Required Levels" has the meaning set forth in Section 3.2(c).

"Restructuring Effective Date" shall mean the later of: the "Effective Date" under and as defined in the Amended and Restated Power Purchase Agreement and the "Effective Date" under and as defined in the PSEG Amendment.

"Second Component" means $188,679 per month.

"Termination Date" has the meaning set forth in Section 3.1.

"Utilities Agreement" means the Utilities Agreement dated as of June 16, 2000 by and between Green Tree and the Aqualon Company, a division of Hercules.

2. TERMINATION; CONDITIONS PRECEDENT.

2.1 Termination of Steam Contract.

Subject to the terms and conditions set forth below and provided that the Termination Date occurs on or prior to the Expiration Date, the Parties agree to terminate the Steam Contract as of 11:59 p.m. (Eastern time) on the Termination Date, and agree to execute and deliver on the Termination Date to each other a written acknowledgement of such termination. Effective as of 11:59 p.m. on the Termination Date, the Steam Contract shall be of no further force and effect and thereafter neither of the Parties shall have any rights or obligations thereunder, excepting only the obligation of Hercules to pay for steam delivered through and up to 11:59 p.m. on the Termination Date for which payment had not been received, which obligation shall survive the termination of the Steam Contract.

Section 2.2 Initial Payment; Monthly Employment Incentive Payments; Final Payment.

(a) In consideration for Hercules' agreement to terminate the Steam Contract, which termination shall be effective as of 11:59 p.m. on the Termination Date, and subject to the satisfaction or waiver of the conditions set forth in Section 2.5 or Section 2.6 hereof (as applicable), NJEA shall pay to Hercules in immediately available funds, by wire transfer as provided in Section 2.2(b) below, forty-nine payments, as follows:

(i) on the last business day of the month during which the Termination Date occurs, the Monthly Employment Incentive Payment, as prorated for a partial month if the Termination Date occurs on any date other than the last day of the month. Such payment as prorated shall equal the Monthly Employment Incentive Payment multiplied by a fraction, the numerator of which is the number of days in such month occurring on and after the Termination Date and the denominator of which is the total number of days in such month (the "Initial Payment"); and

(ii) on the last business day of each month beginning with the month following the Termination Month and continuing for forty-seven months, the sum of the First Component and the Second Component (together, the "Monthly Employment Incentive Payments"), subject to reduction or elimination of such amount pursuant to Section 3.2; and

(iii) on the last business day of the forty-eighth month following the Termination Month, an amount equal to the difference between the Monthly Employment Incentive Payment minus the Initial Payment (the "Final Payment").

(b) Wire Transfer Instructions. Wire transfer payments to Hercules shall be made as follows:

Mellon Bank N.A.
Pittsburgh, Pennsylvania
ABA # 043000261
Credit Hercules Incorporated
Acct # 124-3768

or to such other banking institution designated in writing by Hercules at least two Business Days prior to the Termination Date. Such funds shall be timely wired so as to be received and confirmed on or before the close of business on the Termination Date of the receiving banking institution designated by Hercules in accordance with the previous sentence.

2.3 Termination of this Agreement This Agreement shall be effective as of the Effective Date. If the Termination Date does not occur on or prior to December 15, 2003 (or such later date as extended by mutual written agreement of the Parties) (the "Expiration Date"), this Agreement shall terminate at 11:59 p.m. on the Expiration Date, and in the event of a termination of this Agreement pursuant to this Section 2.3, the Steam Contract shall continue unamended and unaffected by virtue of this Agreement.

2.4 Intentionally Omitted.

2.5 Conditions Precedent to Obligations of Hercules. Hercules' obligation to effect the transactions set forth herein is subject to the satisfaction at or before the Termination Date of the following conditions (any of which Hercules may waive at its option and in its sole discretion, and only in a writing signed by its duly authorized officer):

(a) Representations and Warranties. All of the representations and warranties of NJEA in Section 14 shall be true and correct in all material respects as though made on and as of the Termination Date, and NJEA shall have delivered a certificate, duly executed by an authorized officer, with respect to such representations and warranties. NJEA 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 Termination Date.

(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 termination of the Steam Contract on the Termination Date.

(c) NJEA Waiver and Release. The NJEA Waiver and Release shall have been executed and delivered by NJEA and shall be in full force and effect.

(d) Termination Acknowledgement. NJEA shall have executed and delivered its termination acknowledgement contemplated in Section 2.1.

2.6 Conditions Precedent to Obligations of NJEA. NJEA's obligation to effect the transactions set forth herein is subject to the satisfaction at or before the Termination Date of the following conditions (any of which NJEA may waive):

(a) Hercules Stipulation; NJBPU Final Order. The Hercules Stipulation shall have been submitted on or before October 30, 2003, and the NJBPU shall have approved the Restructuring, including (without limitation) the Amended and Restated Power Purchase Agreement, pursuant to a non-appealable order in form and substance acceptable to NJEA (the "Final Order") on or before December 15, 2003. NJEA may terminate this Agreement (i) on November 1, 2003 if the Hercules Stipulation has not been filed prior to such date or (ii) on December 6, 2003 if the Final Order has not been issued prior to such date.

(b) Effectiveness of Restructured Agreements. In order to effectuate an orderly and simultaneous closing of all components of the Restructuring, it shall be a condition precedent to the closing under this Agreement that the "Effective Date" under each of the Amended and Restated Power Purchase Agreement and the PSEG Amendment shall have occurred, and each such agreement shall be in full force and effect.

(c) Representations and Warranties. All of the representations and warranties of Hercules in Section 13 shall be true and correct in all material respects as though made on and as of the Termination Date, and Hercules shall have delivered a certificate, duly executed by an authorized officer, with respect to such representations and warranties. Hercules 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 Termination Date.

(d) 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 termination of the Steam Contract on the Termination Date.

(e) Hercules Waiver and Release. Hercules shall have executed and delivered to NJEA the Hercules Waiver and Release.

(f) Termination Acknowledgement. Hercules shall have executed and delivered to NJEA the termination acknowledgement contemplated in Section 2.1.

3. NOTICE OF TERMINATION DATE; REDUCTION OR ELIMINATION OF MONTHLY EMPLOYMENT INCENTIVE PAYMENTS.

3.1 Termination Date.

As soon as reasonably practicable, NJEA shall deliver to Hercules a written notice containing the date on which NJEA anticipates that the Restructuring Effective Date will occur. The Restructuring Effective Date shall be the "Termination Date" under this Agreement. On the Termination Date, NJEA shall become obligated to pay the Initial Payment, Monthly Employment Incentive Payments, and the Final Payments as and to the extent due pursuant to Section 2.2.

3.2 Reduction or Elimination of Incentive Payments; JCP&L Default.

(a) Acknowledgement of Purpose of Incentive Payments. The Parties acknowledge that the primary purposes of NJEA's payment of the Incentive Payments is to promote the continuation of employment at the Hercules Facility and the Nitrocellulose Facility and to mitigate the increased costs of steam due to the Restructuring. The Parties further acknowledge that if either the Hercules Facility or the Nitrocellulose Facility ceases operation, the facility that remains in operation will incur additional costs as a result of lost operational efficiencies. Accordingly, if a Cessation of Operations occurs at either the Hercules Facility or the Nitrocellulose Facility, the Monthly Employment Incentive Payment will be reduced or eliminated as set forth in Section 3.2(b).

(b) Reduction or Elimination of Incentive Payments. The Incentive Payments may be reduced or eliminated as follows:

(i) If a Cessation of Operations occurs at the Hercules Facility, then the Second Component shall be reduced by 20% beginning on the last business day of the month during which the Cessation of Operations occurs; or

(ii) If a Cessation of Operations occurs at the Nitrocellulose Facility, the Second Component shall be reduced by 50% beginning on the last business day of the month during which the Cessation of Operations occurs; or

(iii) If a Cessation of Operations occurs at both Facilities, then the Monthly Employment Incentive Payment shall be eliminated effective immediately on the date or dates on which the Cessation of Operations occurs.

(c) Cure Period for Cessation of Operations. Hercules shall have a period of one hundred and eighty-three (183) days from the date of inception of the Cessation of Operations to cure or overcome the cause of a Cessation of Operations and reinstate employment levels or production and manufacturing levels so that a Cessation of Operations no longer exists (the "Required Levels"); provided, however, such 183-day period shall be extended day-for-day during the occurrence of an event of Force Majeure so long as the party affected is diligently seeking to remedy the effects of such Force Majeure, provided, further, that in no event shall such extension exceed 180 days (as the case may be, the "Cure Period"). During the Cure Period, NJEA shall have no obligation to make (i) partial Monthly Employment Incentive Payments with respect to the Facility that has experienced a Cessation of Operations (provided, NJEA shall continue to make paymen ts in respect of the Facility that has not experienced a Cessation of Operations, which reduced payments shall be calculated as set forth in Section 3.2(b)) or (ii) any Monthly Employment Incentive Payments at all if both Facilities have experienced a Cessation of Operations, as applicable. Payments that would have otherwise been payable hereunder during such period but for the Cessation of Operations at one or both Facilities shall be permanently and irrevocably forfeited by Hercules. If the Required Levels are re-attained within the Cure Period, then Hercules shall promptly so notify NJEA in writing with appropriate detail and supporting information (including the date on which the Required Levels were re-attained), and the Monthly Employment Incentive Payments (or portion thereof in the case of a reduction) shall be reinstated from that date forward, with the first such payment following the Cessation of Operations being prorated for any partial month.

(d) Failure to Cure. If the Required Levels at either or both of the Hercules Facility and/or the Nitrocellulose Facility are not re-attained within the Cure Period, Hercules shall promptly so notify NJEA in writing and the Cessation of Operations shall be considered permanent, and NJEA's obligation to make the Monthly Employment Incentive Payments hereunder shall be irrevocably reduced or eliminated as described in Section 3.2(b), as the case may be.

(e) JCP&L Failure to Provide for Payment of Second Component. The Second Component shall (i) in the event of a shortfall in any monthly payment from JCP&L under the Amended and Restated Power Purchase Agreement, be reduced by the product of the Second Component times the Pro Rata Factor, or (ii) be eliminated upon a termination of the Amended and Restated Power Purchase Agreement for any reason other than due to the occurrence and continuance of an Event of Default of NJEA; provided, however, there shall be no reduction or elimination of the Second Component hereunder to the extent that JCP&L fails to make payments to NJEA under the Amended and Restated Power Purchase Agreement due to an Event of Default of NJEA under such agreement; provided, further, that to the extent that NJEA later recovers all or a portion of any payment shortfalls from JCP&L, NJEA shall re-calculate the Pro Rata Factor for the applicable period and shall pay to Hercules an amount equal to the difference between the amount originally paid pursuant to Section 3.2(b)(i) above and the amount payable following such recalculation. "Pro Rata Factor" shall mean the fraction, the numerator of which is the shortfall in the amount paid by JCP&L under the Amended and Restated Power Purchase Agreement for the applicable period and the denominator of which is the amount properly invoiced by NJEA under such agreement for the applicable period.

3.3 Provision of Information by Hercules.

On the fifth day of each month (or if such day falls on a day other than a business day, on the business day immediately following) beginning on November 5, 2003, Hercules shall provide to NJEA a certificate of an authorized representative of Hercules substantially in the form set forth as Exhibit C hereto (the "Monthly Certificate"). If Hercules fails to deliver such certificate, NJEA shall have until the fifteenth day of such month (or if such day falls on a day other than a business day, on the business day immediately following) to deliver a written request to Hercules requesting delivery of such certificate. If Hercules fails to respond to NJEA's request by delivering such Monthly Certificate on or before the twenty-fifth day of such month (or if such day falls on a day other than a business day, on the business day immediately following), a Cessation of Operations with respect to both the Hercules Facility and the Nitrocellulose Facility shall be deemed to have occurred f or thirty consecutive days and NJEA shall have the right to withhold payment of the Monthly Employment Incentive Payment for such month and any subsequent month until a Monthly Certificate certifying that no Cessation of Operations has occurred has been delivered.

4. MUTUAL RELEASES AND GREEN TREE WAIVER.

4.1 On the Termination Date, NJEA shall execute and deliver to Hercules a waiver and release in the form attached hereto as Exhibit A (the "NJEA Waiver and Release").

4.2 On the Termination Date, Hercules shall execute and deliver to NJEA a release in the form attached hereto as Exhibit B. (the "Hercules Waiver and Release").

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 NJEA:

North Jersey 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 Hercules:

Hercules Incorporated
Hercules Plaza
1313 North Market Street
Wilmington, DE 19894-0001
Attention: Chief Counsel, Aqualon Division
Tel.: (302) 594-7006
Fax: (302) 594-6676

6. FURTHER ASSURANCES.

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 reasonably 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, representatives, 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 conditioned, withheld or delayed) and any such attempted assignment shall be void. Notwithstanding the foregoing, Hercules may assign its rights and obligations hereunder to an affiliate, or to any purchaser of the Hercules Facility or Nitrocellulose Facilities, provided such assignment shall not be effective until Hercules has provided to NJEA written notice of such assignment and the name, address, phone number and wire transfer instructions for its assignee and such assignee shall have assumed in writing the rights and obligations of Hercules hereunder. No assignment by Hercules of its rights and obligations under this Agreement shall relieve Hercules of any liability to NJEA accrued prior to the date of such assignment.

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 State of New Jersey (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 the State of New Jersey. The Parties hereby consent to jurisdiction in the State of New Jersey and agree that the State of New Jersey 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 HERCULES.

Hercules makes no representations and warranties except as expressly stated herein. Hercules represents and warrants to NJEA as of the date hereof as follows:

(a) Hercules is a corporation duly organized, validly existing and in good standing under the laws of Delaware 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 Hercules of its obligations under this Agreement. Hercules 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 subject to the satisfaction of conditions precedent set forth in Section 2.5 hereof, the performance by Hercules of its obligations under this Agreement have been duly and validly authorized by all necessary corporate action of Hercules. This Agreement has been duly and validly executed and delivered by Hercules and constitutes its valid legal and binding obligation, enforceable against Hercules 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 Hercules, the fulfillment of and the compliance by Hercules with this Agreement, and, subject to the satisfaction of conditions precedent set forth in Section 2.5 hereof, the consummation by Hercules of the transactions described herein, do not and will not (i) violate or conflict with any provisions of Hercules' 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 Hercules is a party or is bound by and which could have an adverse effect on the consummation or performance or consummation and performance by Hercules 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 Hercules or any of its assets.

(c) (i) Hercules has good, valid and marketable title to the Steam Contract and (ii) Hercules has not assigned or otherwise transferred to any third party any of its rights, duties, liabilities or obligations under this Agreement or the Steam Contract.

(d) There is no action, suit, claim, arbitration, proceeding, investigation or litigation pending against Hercules or, to the best of Hercules' knowledge, threatened against or involving Hercules, its property, the Steam 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 Hercules of the transactions contemplated by this Agreement, including without limitation the termination of the Steam Contract. No governmental agency or authority has at any time given notice of intention to commence or, to the best of Hercules' knowledge, commenced any investigation relating to the legal right of Hercules to perform its obligations under this Agreement, which could have an adverse effect on the consummation and/or performance by Hercules of the transactions contemplated by this Agreement, including without limitation the termina tion of the Steam Contract.

(e) Prior to the date hereof, the Steam Contract has not been amended 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 Hercules. Hercules has complied in all material respect with the Steam 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 Steam Contract by Hercules.

(f) Hercules has obtained all permits, licenses, approvals, consents and exemptions (collectively, "Approvals") required for Hercules to perform its obligations under this Agreement and to terminate the Steam 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) Hercules 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) Hercules 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 Hercules' behalf in connection with the transactions contemplated by this Agreement.

14. REPRESENTATIONS AND WARRANTIES OF NJEA.

NJEA makes no representations and warranties except as expressly stated herein. NJEA represents and warrants to Hercules as of the date hereof as follows:

(a) NJEA is a limited partnership validly existing and in good standing under the laws of the State of New Jersey, 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 NJEA of its obligations under this Agreement. NJEA has all requisite limited partnership power and authority under its limited partnership agreement and other governing documents to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby. The execution and delivery of, and, subject to the satisfaction of conditions precedent set forth in Section 2.6 hereof, the performance by NJEA of its obligations under this Agreement have been duly and validly authorized by all necessary limited partnership action of NJEA. This Agreement has been duly and validly executed and delivered by NJEA and constitutes its valid and binding obligation, enforceable against NJEA 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 NJEA, the fulfillment of and the compliance by NJEA with the respective terms and provisions of this Agreement, and, subject to the satisfaction of conditions precedent set forth in Section 2.6 hereof, the consummation by NJEA of the transactions described herein do not and will not (i) violate or conflict with any provisions of NJEA's limited partnership agreement or other governing documents, (ii) conflict with or result in the breach or termination of any agreement or instrument to which NJEA is a party or is bound by and which could have an adverse effect on the consummation or performance, or consummation and performance, by NJEA 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 NJEA or any of its assets.

(c) NJEA has good, valid and marketable title to the Steam Contract and, except as otherwise contemplated in or permitted under the Steam Contract, NJEA has not assigned (except for collateral assignments made in connection with any financing or refinancing of the Facility) or otherwise transferred to any third party any of its rights, duties, liabilities or obligations under this Agreement or the Steam Contract.

(d) There is no action, suit, claim, arbitration, proceeding, investigation or litigation pending against NJEA or, to the best of NJEA's knowledge, threatened against or involving NJEA, its property, the Steam 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 NJEA of the transactions contemplated by this Agreement, including without limitation the termination of the Steam Contract. No governmental agency or authority has at any time given notice of intention to commence or, to the best of NJEA's knowledge, commenced any investigation relating to the legal right of NJEA to perform its obligations under this Agreement, which could have an adverse effect on the consummation and/or performance by NJEA of the transactions contemplated by this Agreement, including without limitation the termination of the Steam Contract .

(e) Prior to the date hereof the Steam Contract has not been amended 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 NJEA. NJEA has complied in all material respects with the Steam 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 Steam Contract by NJEA.

(f) No finder, broker or agent has been employed, appointed or authorized to act on NJEA's behalf in connection with the transactions contemplated by this Agreement.

(g) NJEA has obtained all Approvals required for NJEA to perform its obligations under this Agreement and to terminate the Steam 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) NJEA 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) NJEA 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 NJEA and Hercules. A valid and binding contract shall arise if and when counterpart execution pages are executed and delivered by NJEA and Hercules.

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 Steam Contract as of the Termination Date or (2) it acted imprudently in its agreement to terminate the Steam Contract.

17. AMENDMENT.

This Agreement may be amended, modified or supplemented only by written agreement signed by both Parties.

18. CONFIDENTIALITY.

Hercules and NJEA each agree not to disclose to any Person and to keep confidential, and to cause and instruct its Affiliates, officers, directors, employees, members and representatives not to disclose to any Person and to keep confidential, any and all of the following information relating to this Agreement and the transactions contemplated hereby: the terms and provisions of this Agreement and all documents relating thereto, together with all drafts thereof and correspondence related thereto. Notwithstanding the foregoing, any such information may be disclosed: (A) in connection with approval of the Restructuring by the NJBPU and the submission by Hercules of the Hercules Stipulation, provided, however, that copies filed and available for public inspection shall be redacted as mutually agreed by the Parties to remove financial terms and information; (B) to the extent required by applicable laws and regulations or by any subpoena or similar legal process of any court or agency of federal, state o r local government so long as the disclosing party gives the non-disclosing party written notice at least ten (10) business days prior to such disclosure, if practicable and if not, then within such time as is reasonable under the circumstances, (C)  o any lenders or potential lenders to the parties hereto, but only if such disclosure requires them to keep confidential such information so disclosed to them, (D) to agents, trustees, advisors, rating agencies, independent consultants, and accountants of the parties hereto and to the lenders or potential lenders to the parties hereto, but only if such disclosure requires them to keep confidential such information so disclosed to them, and (E) to the extent the non-disclosing party shall have consented in writing prior to any such disclosure, which consent may be withheld for any reason. This Section 18 shall supersede any prior confidentiality agreement relating to the transactions between the parties hereto. Information (1) of a confid ential nature which has become public other than as a result of a breach of this Section 18, (2) which was known to the disclosing party prior to the commencement of negotiations relating to this Agreement, which the Parties stipulate and agree was September 16, 2003 or (3) which was received by the disclosing party from another source who in turn disclosed the information to the disclosing party without violating legal restrictions, shall not be subject to this Section 18. For purposes of this Section, "disclosing party" means the Party to this Agreement seeking to make a disclosure of confidential information and "non-disclosing party" means, with respect to that disclosure, the other party to this Agreement.

IN WITNESS WHEREOF, the undersigned have consented and caused this Agreement to be executed as of the date first indicated above.
	NORTH JERSEY ENERGY ASSOCIATES, A LIMITED PARTNERSHIP
	By:	Northeast Energy, LP Its General Partner
	By:	ESI Northeast Energy GP, Inc. Its Administrative General Partner
	By:	NATHAN E. HANSON
		Nathan E. Hanson Director
	HERCULES INCORPORATED
	By:	CRAIG A. ROGERSON
		Craig A. Rogerson Vice President & CEO

EXHIBIT A NJEA WAIVER AND RELEASE
WAIVER AND RELEASE
Reference is made to that certain Termination Agreement, dated as of October 21, 2003 (the "Termination Agreement"), by and between North Jersey Energy Associates, A Limited Partnership ("NJEA") and Hercules Incorporated ("Hercules"). Capitalized terms not defined herein shall have the meanings set forth in the Termination Agreement.
NJEA hereby on behalf of itself and any and all of its predecessors and successors in interest to the Steam Contract and the mutual rights and obligations thereunder or contemplated therein, and effective as of the date hereof, releases and forever discharges Hercules and any and all of their present, former and future directors, managers, officers, trustees, representatives, employees, attorneys, advisors, agents, stockholders, partners, members, affiliates, predecessors, legal representatives, successors and assigns 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 or unknown, that NJEA ever had, now has or hereafter can, shall or may have against Hercules arising out of or in connection with the execution, performance or nonperformance of the Steam Contract. Without in any way limiting the generality of the foregoing, the Waiver and Release includes and applies to any Claims based on contractual, tort, fiduciary duty, or other theories, at law or in equity, known or unknown, that NJEA ever had, now has or hereafter can, shall or may have against Hercules arising out of or in connection with any business or activities of Hercules relating to the Steam Contract; provided, however, that nothing in this release shall release Hercules from its obligation to pay for steam delivered in accordance with the terms of the Steam Contract through 11:59 p.m. on the Termination Date but for which invoices have not been rendered and paid, or for which invoices have been rendered but payment not yet received.
IN WITNESS WHEREOF, NJEA has executed this Waiver and Release on this ___ day of ________ 2003.
	NORTH JERSEY ENERGY ASSOCIATES, A LIMITED PARTNERSHIP
	By:	Northeast Energy, LP, Its General Partner
	By:	ESI Northeast Energy GP, Inc. Its Administrative General Partner
	By:
		Name: Title:

EXHIBIT B HERCULES WAIVER AND RELEASE
WAIVER AND RELEASE
Reference is made to that certain Termination Agreement, dated as of October 21, 2003 (the "Termination Agreement"), by and between North Jersey Energy Associates, A Limited Partnership ("NJEA") and Hercules Incorporated ("Hercules"). Capitalized terms not defined herein shall have the meanings set forth in the Termination Agreement.
Hercules hereby on behalf of itself and any and all of its predecessors and successors in interest to the Steam Contract and the mutual rights and obligations thereunder or contemplated therein, and effective as of the date hereof, releases and forever discharges NJEA 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 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 or unknown, that Hercules ever had, now has or hereafter can, shall or may have against NJEA arising out of or in connection with the execution, performance or nonperformance of the Steam Contract . Without in any way limiting the generality of the foregoing, the Waiver and Release includes and applies to any Claims based on contractual, tort, fiduciary duty, or other theories, at law or in equity, known or unknown, that Hercules ever had, now has or hereafter can, shall or may have against NJEA arising out of or in connection with any business or activities of NJEA relating to the Steam Contract; provided, however, that nothing in this release shall release NJEA from its obligation to make the Incentive Payments as and to the extent payable pursuant to the Termination Agreement.
IN WITNESS WHEREOF, Hercules has executed this Waiver and Release on this ___ day of ________ 2003.
	HERCULES INCORPORATED
	By:
		Name: Title:

EXHIBIT C FORM OF MONTHLY CERTIFICATE
MONTHLY CERTIFICATE OF HERCULES INCORPORATED
North Jersey 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
Reference is made to that certain Termination Agreement, dated as of October 21, 2003 (the "Termination Agreement"), by and between North Jersey Energy Associates, A Limited Partnership ("NJEA") and Hercules Incorporated ("Hercules"). Capitalized terms not defined herein shall have the meanings set forth in the Termination Agreement.
I am an authorized representative of Hercules Incorporated and have the authority to deliver this certificate and am familiar with the operations at the Hercules Facility and the Nitrocellulose Facility. I hereby certify, that as of the date hereof:
1. The number of full-time employees employed at the Hercules Facility is _____. If the number reported above is less than 40, state the date on which the number of employees at the Hercules Facility dropped below 40: ______________, 200_.
2. The number of full-time employees employed at the Nitrocellulose Facility is _____. If the number reported above is less than one hundred (100) during calendar years 2004 and 2005, ninety (90) during calendar year 2006, or eighty (80) during calendar year 2007 or any year thereafter (if applicable), state the date on which the number of employees at the Nitrocellulose Facility dropped below the required level for such year: ______________, 200_.
3. A cessation of substantially all of the manufacturing and production operations [HAS] [HAS NOT] (select one) occurred at the Hercules Facility. If so, state the date on which such cessation occurred: _______________, 2003.
4. A cessation of substantially all of the manufacturing and production operations [HAS] [HAS NOT] (select one) occurred at the Nitrocellulose Facility. If so, state the date on which such cessation occurred: _______________, 2003.
IN WITNESS WHEREOF, Hercules has executed this Monthly Certificate on this ___ day of ________ 2003.
	HERCULES INCORPORATED
	By:
		Name: Title:

EX-10

Exhibit 10.52

FIRST AMENDMENT TO
AMENDED AND RESTATED POWER PURCHASE AGREEMENT

dated as of

October 21, 2003

By and Between

NORTH JERSEY ENERGY ASSOCIATES, A LIMITED PARTNERSHIP

and

JERSEY CENTRAL POWER & LIGHT COMPANY

FIRST AMENDMENT TO
AMENDED AND RESTATED POWER PURCHASE AGREEMENT

THIS FIRST AMENDMENT TO AMENDED AND RESTATED POWER PURCHASE AGREEMENT (this "Amendment") is made as of the 21st day of October, 2003, Jersey Central Power & Light Company, a New Jersey corporation and North Jersey Energy Associates, A Limited Partnership, a New Jersey limited partnership. JCP&L and NJEA are individually referred to herein as a "Party" and are collectively referred to herein as the "Parties". Terms used and not otherwise defined in this Amendment shall have the meanings set forth in the Original Agreement (as defined in the first recital below).

W I T N E S S E T H:

WHEREAS, JCP&L and NJEA entered into an Amended and Restated Power Purchase Agreement dated as of May 16, 2003 (the "Original Agreement" and as amended by this Amendment, the "Agreement") pursuant to which the NJEA is obligated to sell and JCP&L is obligated to purchase the Contract Energy generated at the Facility or provided by NJEA from other sources;

WHEREAS, NJEA and Hercules Incorporated ("Steam Host") are parties to an Industrial Steam Sales Contract (the "Steam Contract") dated June 5, 1989 pursuant to which NJEA sells steam generated at the Facility to Steam Host for consumption at Steam Host's chemical manufacturing facility located in Parlin, New Jersey (the "Steam Host Facility") and Steam Host resells a portion of the steam it purchases from NJEA to its lessee, Green Tree Chemical Technologies Inc. which uses steam in the operation of its adjacent facility (the "Nitrocellulose Facility");

WHEREAS, in connection with the restructuring of certain contractual arrangements relating to the operation of the Facility, including the Existing PPA, the Steam Contract will be terminated as provided in a Termination Agreement dated as of October 21, 2003 by and between Steam Host and NJEA (the "Termination Agreement"), pursuant to which NJEA will pay to Steam Host, for the purposes of promoting the continuation of employment at the Steam Host Facility and the Nitrocellulose Facility and to mitigate the increased cost of steam due to the Restructuring (as defined in the Termination Agreement), Monthly Employment Incentive Payments (as defined in the Termination Agreement) of $440,249 per month, which will be funded in part by NJEA and in part, indirectly, by JCP&L through certain offsetting adjustments to its payment obligations under the Agreement, as set forth herein; and

WHEREAS, in light of the foregoing, JCP&L and NJEA desire to amend the Original Agreement to provide for such offsetting adjustments as described herein.

NOW, THEREFORE, in consideration of the premises and of the mutual 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.

The following new definitions shall be added, in alphabetical order, to Section 1.1:

"Steam Host" means Hercules Incorporated and its successor and permitted assigns.

"Steam Host Employment Incentive Component" shall mean, in each month and for each MWh of Contract Energy delivered hereunder during the Steam Host Employment Incentive Period, an amount equal to $0.74 per MWh of Contract Energy delivered during such period; provided, however, (a) with respect to any month during which the Second Component (as defined in the Termination Agreement) is reduced by either 20% or 50% due to a "Cessation of Operations" (as defined in Section 3.2 of the Termination Agreement), the Steam Host Employment Incentive Component shall be reduced by the same percentage and (b) with respect to any month during which payment of the Monthly Employment Incentive Payment (as defined in the Termination Agreement) is not paid by NJEA due to a "Cessation of Operations" (which is subject to cure within specified time periods) pursuant to Section 3.2 of the Termination Agreement, the Steam Host Employment Incentive Component shall equal zero for such month.

"Steam Host Employment Incentive Period" means the period beginning on January 1, 2004 and ending on the earlier of (i) December 31, 2007 or (ii) the date before December 31, 2007 on which NJEA's obligation to pay to Steam Host the "Monthly Employment Incentive Payments" under Section 2.2(a) of the Termination Agreement is permanently and irrevocably eliminated due to the occurrence of a "Cessation of Operations" that has not been cured within one hundred and eighty-three (183) days from the inception thereof, as may be extended for force majeure for up to an additional one hundred and eighty (180) days. A "Cessation of Operations" shall be deemed to have occurred at either the Hercules Facility or the Nitrocellulose Facility on the 30th consecutive calendar day on which (i) the number of full-time employees (A) at the Hercules Facility, falls below forty (40) or (B) at the Nitrocellulose Facility, falls below one hundred (100) during calendar years 2004 and 2005, ninet y (90) during calendar year 2006, or eighty (80) during calendar year 2007 or any year thereafter (if applicable) or (ii) there has been a cessation of substantially all of the manufacturing and production operations at either such Facility. For the avoidance of doubt, in no event shall the Steam Host Employment Incentive Period end prior to the date on which NJEA is permanently and irrevocably relieved of its obligation to make any "Monthly Employment Incentive Payments" (or portion thereof) to the Steam Host under the Termination Agreement.

"Termination Agreement" shall mean that Termination Agreement dated as of October 21, 2003 by and between Hercules Incorporated and NJEA.

2. Amendments to Section 4.1 (Payment for Contract Energy); New Section 4.8.

(a) Section 4.1(a) is hereby amended by adding at the end of the second sentence thereof the words "plus (F) the Steam Host Employment Incentive Component, if any, for such month."

(b) Section 4.1(b) is hereby amended by adding at the end of the formula the words "+ SHEIC" and by adding, after the definition of "DHA" a new paragraph which reads as follows:

"SHEIC" = Steam Host Employment Incentive Component

(c) A new Section 4.8 is hereby added, which shall read as follows:

4.8 Obligation to Provide Information Relating to Steam Host Employment Incentive Component.

NJEA shall use commercially reasonable efforts to obtain information and certifications required to be provided by the Steam Host under the terms of the Termination Agreement relating to a "Cessation of Operations" (as defined therein) that may affect the Steam Host Employment Incentive Component payable hereunder and shall provide any such information to JCP&L within ten (10) business days of receipt thereof. Notwithstanding anything in this Amendment or the Original Agreement to the contrary, the determination of whether a Cessation of Operations has occurred at the Steam Host Facility or the Nitrocellulose Facility and the duration of such Cessation of Operation or Cessation of Operations for purposes of calculating the Steam Host Incentive Component and the Steam Host Incentive Period shall be made by NJEA after consultation with JCP&L. It is the intent of the parties that the Steam Host Employment Incentive Component payable by JCP&L hereunder be reduced in amount or eliminated entirely (as the case may be) on or about the same time (taking into account timing discrepancies between invoicing and payment under this Agreement and under the Termination Agreement) that the "Monthly Employment Incentive Payments" payable by NJEA under the Termination Agreement are reduced in amount or eliminated entirely (as the case may be) pursuant to Section 3.2 of the Termination Agreement.

3. Headings. The headings used throughout this Amendment are inserted for reference only, and are not to be considered or taken into account in construing the terms or provisions of any section hereof nor to be deemed in any way to qualify, modify or explain the effect of any such provisions or terms.

4. Governing Law. This Amendment shall be construed in accordance with the laws of the State of New Jersey.

5. Counterparts. This Amendment may be executed by the Parties in separate counterparts, each of which shall be deemed an original hereof, but all of which shall constitute one and the same instrument.

6. No Other Amendment. Except as expressly amended herein, all other terms and provisions of the Original Agreement shall remain unmodified and in full force and effect.

7. Effective Date. This Amendment shall be effective as of the date first written above.

[signatures appear on the following page]

IN WITNESS WHEREOF, each of JCP&L and NJEA has caused this Agreement to be duly executed on its behalf as of the date first above written..
	Jersey Central Power & Light Company
	By:	HARVEY L. WAGNER
		Name: Harvey L. Wagner Title: Vice President and Controller
	North Jersey Energy Associates, A Limited Partnership
	By:	Northeast Energy, LP, its general partner
	By:	ESI Northeast Energy GP, Inc., its administrative general partner
	By:	NATHAN E. HANSON
		Nathan E. Hanson Director

EX-10

Exhibit 10.53

FIRST AMENDMENT TO
INDUSTRIAL STEAM SALES CONTRACT

dated as of

December 16, 2003

By and Between

NORTH JERSEY ENERGY ASSOCIATES, A LIMITED PARTNERSHIP

and

HERCULES INCORPORATED

FIRST AMENDMENT TO INDUSTRIAL STEAM SALES CONTRACT
THIS FIRST AMENDMENT TO INDUSTRIAL STEAM SALES CONTRACT (this "Amendment") is made as of the 16th day of December 2003, between Hercules Incorporated, a Delaware corporation ("Buyer") and North Jersey Energy Associates, A Limited Partnership, a New Jersey limited partnership ("Seller"). Buyer and Seller are individually referred to herein as a "Party" and are collectively referred to herein as the "Parties". Terms used and not otherwise defined in this Amendment shall have the meanings set forth in the Original Agreement (as defined in the first recital below).
W I T N E S S E T H:
WHEREAS, Buyer and Seller entered into an Industrial Steam Sales Contract dated as of June 5, 1989 (the "Original Agreement" and as amended by this Amendment, the "Agreement") pursuant to which the Seller is obligated to sell and Buyer is obligated to purchase the Steam generated at the Facility;
WHEREAS, Buyer sold a portion of the Buyer's Plant used for the production of nitrocellulose (the "Nitrocellulose Facility," as defined in the Termination Agreement (defined below)) to Green Tree Chemical Technologies Inc. ("Green Tree") and entered into a Utilities Agreement pursuant to which Buyer resells a portion of the steam it purchases from Seller to Green Tree;
WHEREAS, Seller is restructuring its power purchase agreement with Jersey Central Power & Light Company ("JCP&L") and has entered into an Amended and Restated Power Purchase Agreement with JCP&L dated as of May 16, 2003, as amended by that First Amendment to Amended and Restated Power Purchase Agreement dated as of October 21, 2003 (the "Amended and Restated Power Purchase Agreement") pursuant to which Seller sells the electrical output of the Facility to JCP&L, and in connection therewith, the New Jersey Board of Public Utilities ("NJBPU") has approved such restructuring transaction (the "Restructuring");
WHEREAS, in connection with the Restructuring, the Parties entered into a Termination Agreement dated as of October 21, 2003 (the "Original Termination Agreement") pursuant to which they agreed to terminate the Original Agreement in consideration for which Seller agreed to pay to Buyer, for the purposes of promoting the continuation of employment at the Hercules Facility and Nitrocellulose Facility and to mitigate the increased cost of steam due to the Restructuring, Monthly Employment Incentive Payments (as defined in the Termination Agreement) per month, which will be funded in part by Seller and in part, indirectly, by JCP&L; and
WHEREAS, the Parties wish to amend the Original Agreement to accommodate the parties' operations notwithstanding the Restructuring and, contemporaneously herewith, have amended the Original Termination Agreement (as so amended, the "Termination Agreement") to permit Seller the right to terminate the Agreement as provided in the Termination Agreement;
WHEREAS, in light of the foregoing, Buyer and Seller desire to amend the Original Agreement as described herein.
NOW, THEREFORE, in consideration of the premises and of the mutual 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.
The following new definition shall be added, in alphabetical order, to Article II (Definitions):
"Amended PPA Effective Date" means the "Effective Date" under and as defined in that Amended and Restated Power Purchase Agreement, as amended by a First Amendment thereto dated as of October 21, 2003 and a Second Amendment thereto to be dated on or about December 23, 2003 (together, the "Amendments") which together obligate JCP&L to fund a portion of the damages that may be payable hereunder during the Interim Period, which Amendments shall be substantially in the forms attached hereto as Appendix 2 and Appendix 3 respectively, with any such changes to which Seller may agree so long as such changes do not affect Buyer.
"Base Damage Payment" has the meaning set forth in Paragraph 2 of Article VI.
"Cessation of Operations" shall be deemed to have occurred at either the Hercules Facility or the Nitrocellulose Facility on the 30th consecutive calendar day on which (i) the number of full-time employees (A) at the Hercules' Facility, falls below forty (40) or (B) at the Nitrocellulose Facility, falls below one hundred (100) during calendar years 2004 and 2005, ninety (90) during calendar year 2006, or eighty (80) during calendar year 2007 or any year thereafter (if applicable) or (ii) there has been a cessation of substantially all of the manufacturing and production operations at either such Facility.
"Cure Period" has the meaning set forth in Paragraph 4(b) of Article VI hereof.
"First Tier Reduction" has the meaning set forth in Paragraph 4(a)(i) of Article VI hereof.
"Green Tree" means Green Tree Chemical Technologies Inc., the entity which, as of the date hereof, owns the Nitrocellulose Facilities.
"Hercules Facility" means the Buyer's Plant, except for the Nitrocellulose Facility.
"Interim Period" means the date on or about December 18, 2003, as designated by Seller in its sole discretion in a written notice to Hercules (the "Notice Date"), through the earlier to occur of the Restructuring Effective Date (as defined in the Termination Agreement) and the date that is forty-eight (48) months after the Notice Date.
"Interim Period Force Majeure" means circumstances beyond the control of the party concerned and resulting in or causing a failure or substantial interference in the operation of the Hercules Facility or the Nitrocellulose Facility, as the case may be, which circumstances cannot be overcome by the exercise of due diligence by the party concerned. Subject to the foregoing, such circumstances may include riots, wars (declared or undeclared), insurrections, sabotage, rebellions, terrorist acts, civil disturbances, acts of God, explosions, fires, major equipment failures beyond the control of the party affected, and interruptions beyond the control of the party affected of fuel supply, power, water, utilities, wastewater disposal, feedstock, or product distribution; provided, however, that (a) any lack of money, (b) changes in market conditions, or (c) strikes, lockouts or other labor difficulties involving personnel of Buyer (or its Affiliates or successors or assigns) or Green Tree (or its Affiliates or successors or assigns) shall not constitute Interim Period Force Majeure.
"Interim Period Outage" means an outage at the Facility for at least fifteen (15) continuous minutes, which results in a curtailment of Equivalent Steam at least 10% below the lesser of (i) the Designated Steam Requirement and (ii) the quantity of Equivalent Steam purchased by Buyer in the last Clock Hour prior to such outage.
"Monthly Certificate" has the meaning set forth in Paragraph 4(d) of Article VI hereof.
"Monthly Damage Payment" has the meaning set forth in Paragraph 2 of Article VI.
"Nitrocellulose Facility" has the meaning set forth in the recitals..
"Required Levels" has the meaning set forth in Paragraph 4(b) of Article VI hereof.
"Second Tier Reduction" has the meaning set forth in Paragraph 4(a)(ii) of Article VI hereof.
2. Amendments to Article III (Scope and Quantity of Steam ).
There shall be inserted at the beginning of the first sentence of Paragraph 2 of Article III, the words "Except during the Interim Period," and at the end of such sentence, the following proviso:
; provided, further, that during the Interim Period, Buyer acknowledges that one or both of the gas turbines may not be fully operational and in light of such fact, Seller's obligation hereunder during the Interim Period shall be to deliver Steam to Buyer whenever the Facility is, or the Buyer reasonably projects that the Facility will be, operating at baseload conditions for at least 144 consecutive hours.
3. Amendments to Article VI (Defaults; Remedies) and Article XVIII (Liability Limitations).
(a) Paragraph 2 of Article VI is hereby amended and restated in its entirety to read as follows:
2. Any of the following events shall constitute a default by Seller hereunder: (i) fraudulent use by Seller of any meters provided hereunder; (ii) except during the Interim Period, at any time (A) twelve months after the Commencement Date (as such term is defined in the Amended and Restated Operation and Maintenance Agreement to be entered into by and between Seller and Westinghouse Electric Corporation, a Delaware corporation) if the First Delivery Date shall have occurred on or prior to the Commencement Date or (B) twenty-four months after the Commencement Date if the First Delivery Date shall have occurred after the Commencement Date, but in any event not more than twenty-four months after the First Delivery Date in the case of either clause (A) or (B) above, any failure of Seller to deliver, on an annual average basis, with each such annual period commencing on the immediately preceding anniversary of the Commencement Date eighty-five percent (85%) of the total Steam us ed by Buyer at Buyer's Plant up to a maximum of the Designated Steam Requirement; or (iii) except during the Interim Period, in any full calendar year after the First Delivery Date, any Total Forced Outages in excess of five (5) per year or any Partial Forced Outages in excess of fifteen (15) per year. As regards clause 2(i) above, in the event of such default, Buyer shall give Seller written notice thereof, and Seller shall have ninety (90) days after the date of such notice during which to remedy such default. As regards clause 2(ii) above, in the event that the Steam produced by Buyer's boilers in any year, as the proximate result of Seller's interruption(s) or curtailment of Steam, exceeds an amount equal to the Designated Steam Requirement multiplied by 8760 hours/year multiplied by .15 unavailability, except as a result of Force Majeure (as hereinafter defined) Seller shall pay to Buyer as liquidated damages and not as a penalty an amount sufficient to compensate Buyer for having to generate such excess, calculated in accordance with Exhibit E, but in no event more than eight hundred thousand dollars ($800,000) in aggregate, per year. As regards clause 2 (iii) above, except during the Interim Period, in the event that Seller has more than five Total Forced Outages per year, it shall pay to Buyer as liquidated damages and not as a penalty, forty thousand dollars ($40,000) per Total Forced Outage and five thousand dollars ($200,000) in aggregate, per year. During the Interim Period, in the event of (A) any failure of Seller to deliver, on monthly average basis beginning with the month ending December 31, 2003, eighty-five percent (85%) of the total Steam used by Buyer at Buyer's Plant up to a maximum of one-twelfth of the Designated Steam Requirement (i.e., 150 million pounds per month) or (B) the occurrence during any calendar month of three (3) or more Interim Period Outages, Seller shall pay to Buyer as liquidated damages and not as a penalty an amount suf ficient to compensate Buyer for having to generate excess Steam, which Seller and Buyer stipulate as being $440,249.00 per month (the "Base Damage Payment"), subject to adjustment pursuant to paragraph 4 of this Article VI, and as pro rated for partial months (as so adjusted and prorated, the "Monthly Damage Payment"), including without limitation the partial month ending December 31, 2003 and, if applicable, the partial month containing the date that is forty-eight (48) months after the Notice Date; provided, further, that no damages shall be payable for all or any part of the month during which the Restructuring Effective Date occurs. The remedies specified in this Paragraph 2 of Article VI shall be the sole and exclusive remedies of Buyer hereunder, and the liquidated damages specified in this Paragraph 2 of Article VI shall be the sole liabilities of the Seller hereunder, in lieu of any remedies, express or implied, herein, or otherwise available at law or in equity to Buyer, for any default by Seller hereunder, whether the claims of Buyer shall be in contract, tort (including strict liability and negligence) or otherwise, other than under Article XIII hereof.
(b) Article VI is hereby amended by the addition of a new paragraph 4, which shall read as follows:
4.(a) Reduction of Base Damage Payment due to Reduction or Cessation of Operations. The Base Damage Payment payable during the Interim Period shall be reduced or eliminated under the following circumstances:
(i) If a Cessation of Operations occurs at the Hercules Facility, then the Base Damage Payment shall be reduced by $37,735.80 (a "First Tier Reduction") beginning on the last business day of the month during which the Cessation of Operations occurs; or
(ii) If a Cessation of Operations occurs at the Nitrocellulose Facility, then the Base Damage Payment shall be reduced by $94,339.50 (a "Second Tier Reduction") beginning on the last business day of the month during which the Cessation of Operations occurs; or
(iii) If a Cessation of Operations occurs at both Facilities, then the Base Damage Payment shall equal zero.
(b) Cure Period for Cessation of Operations. Buyer shall have a period of one hundred and eighty-three (183) days from the date of inception of the Cessation of Operations to cure or overcome the cause of a Cessation of Operations and reinstate employment levels or production and manufacturing levels so that a Cessation of Operations no longer exists (the "Required Levels"); provided, however, such 183-day period shall be extended day-for-day during the occurrence of an event of Interim Period Force Majeure so long as the party affected is diligently seeking to remedy the effects of such Interim Period Force Majeure, provided, further, that in no event shall such extension exceed 180 days (as the case may be, the "Cure Period"). During the Cure Period, Seller shall have no obligation to make (i) the Base Damage Payment (except as reduced as described above) or (ii) any Monthly Damage Payments at all if both Facilities have experienced a Cessation of Op erations, as applicable. Monthly Damage Payments that would have otherwise been payable hereunder during such period but for the Cessation of Operations at one or both Facilities shall be permanently and irrevocably forfeited by Buyer. If the Required Levels are re-attained within the Cure Period, then Buyer shall promptly so notify Seller in writing with appropriate detail and supporting information (including the date on which the Required Levels were re-attained), and the Base Damage Payments level shall be reinstated from that date forward.
(c) Failure to Cure. If the Required Levels at either or both of the Hercules Facility and/or the Nitrocellulose Facility are not re-attained within the Cure Period, Buyer shall promptly so notify Seller in writing and the Cessation of Operations shall be considered permanent, and the Base Damage Payment hereunder shall be irrevocably reduced or eliminated as described in paragraph 4(a) above.
(d) On or before December 26, 2003 (with respect to the period ending December 21, 2003) and on the fifth day of each month thereafter during the Interim Period (or if such day falls on a day other than a business day, on the business day immediately following) beginning on January 5, 2004, Buyer shall provide to Seller a certificate of an authorized representative of Buyer substantially in the form set forth as Appendix 1 hereto (the "Monthly Certificate"). Except with respect to the first Monthly Certificate to be delivered on or before December 26, 2003, if Buyer fails to deliver such certificate, Seller shall have until the fifteenth day of such month (or if such day falls on a day other than a business day, on the business day immediately following) to deliver a written request to Buyer requesting delivery of such certificate. If Buyer fails to respond to Seller's request by delivering such Monthly Certificate on or before the twenty-fifth day of such month (or if such day falls on a day other than a business day, on the business day immediately following) or if Buyer fails to deliver a Monthly Certificate on or before December 26, 2003, a Cessation of Operations with respect to both the Hercules Facility and the Nitrocellulose Facility shall be deemed to have occurred for thirty consecutive days and Seller shall have the right to withhold payment of any Monthly Damage Payments for such month and any subsequent month until a Monthly Certificate certifying that no Cessation of Operations has occurred has been delivered.
(e) The Parties acknowledge and agree that there was a cessation of substantially all of the manufacturing and production operations at the Nitrocellulose Facilities on November 21, 2003. If such circumstances (or any other circumstances that would, but for the lapse of time, constitute a "Cessation of Operations") continue beyond December 20, 2003, they will result in a Cessation of Operations at the Nitrocellulose Facility, resulting in the Base Damage Payment amount being reduced to $345,909.50 on and after December 21, 2003, as prorated for any partial months and as subject to cure as provided in Paragraph 4(b) above (and subject to any other adjustment pursuant to Paragraph 4(a) above). The Base Damage Payment amount shall be restored to $440,249 (as adjusted if applicable pursuant to Paragraph 4(a) and as prorated for any partial months) if and only if Green Tree cures the Cessation of Operations and re-attains the Required Levels on or before June 21, 2004.
(f) Proration of Monthly Damage Cap due to Failure of JCP&L to Make Certain Payments. On and after the Amended PPA Effective Date, the Monthly Damage Payment shall (i) in the event of a shortfall in any monthly payment from JCP&L under the Amended and Restated Power Purchase Agreement, be reduced by the product of the $188,679 times the Pro Rata Factor, or (ii) be eliminated upon a termination of the Amended and Restated Power Purchase Agreement for any reason other than due to the occurrence and continuance of an Event of Default of Seller; provided, however, there shall be no reduction in or elimination of the Monthly Damage Payment hereunder to the extent that JCP&L fails to make payments to Seller under the Amended and Restated Power Purchase Agreement due to an Event of Default of Seller under such agreement; provided, further, that to the extent that Seller later recovers all or a portion of any payment shortfalls from JCP&L, Seller shall re-calculate the Pro Rata Factor f or the applicable period and shall pay to Hercules an amount equal to the difference between the Monthly Damage Payment as calculated at the time pursuant to this section and the amount payable following such recalculation. "Pro Rata Factor" shall mean the fraction, the numerator of which is the shortfall in the amount paid by JCP&L under the Amended and Restated Power Purchase Agreement for the applicable period and the denominator of which is the amount properly invoiced by Seller under such agreement for the applicable period.
(c) Article XVIII is hereby amended by adding after the words "one million dollars ($1,000,000) per calendar year" the following:
"except during the Interim Period, during which period, the annual liability limitation shall equal the product of the number of Interim Period months during such calendar year times the Monthly Damage Payment in effect during the relevant period, as prorated for partial years, including calendar year 2003, for which the annual liability limitation shall equal $1,152,000 (assuming that the Notice Date occurs on December 18, 2003 and that a Cessation of Operations with respect to the Nitrocellulose Facility occurs on December 20, 2003);"
4. Headings. The headings used throughout this Amendment are inserted for reference only, and are not to be considered or taken into account in construing the terms or provisions of any section hereof nor to be deemed in any way to qualify, modify or explain the effect of any such provisions or terms.
5. Governing Law. This Amendment shall be construed in accordance with the laws of the State of New Jersey.
6. Counterparts. This Amendment may be executed by the Parties in separate counterparts, each of which shall be deemed an original hereof, but all of which shall constitute one and the same instrument.
7. No Other Amendment. Except as expressly amended herein, all other terms and provisions of the Original Agreement shall remain unmodified and in full force and effect.
8. Effective Date. This Amendment shall be effective as of the date first written above.
IN WITNESS WHEREOF, each of Buyer and Seller has caused this Amendment to be duly executed on its behalf as of the date first above written.
	HERCULES INCORPORATED
	By:	CRAIG A. ROGERSON
		Name: Craig A. Rogerson Title: President & CEO
	NORTH JERSEY ENERGY ASSOCIATES, A LIMITED PARTNERSHIP
	By:	Northeast Energy, LP, its general partner
	By:	ESI Northeast Energy GP, Inc., its administrative general partner
	By:	NATHAN E. HANSON
		Nathan E. Hanson Director

APPENDIX 1 FORM OF MONTHLY CERTIFICATION MONTHLY CERTIFICATE OF HERCULES INCORPORATED
North Jersey 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
Reference is made to that certain Industrial Steam Sales Contract, dated as of October 21, 2003, as amended by that First Amendment to Industrial Steam Sales Contract (the "Steam Contract"), by and between North Jersey Energy Associates, A Limited Partnership ("Seller") and Hercules Incorporated ("Buyer"). Capitalized terms not defined herein shall have the meanings set forth in the Steam Contract.
I am an authorized representative of Buyer and have the authority to deliver this certificate and am familiar with the operations at the Buyer Facility and the Nitrocellulose Facility. I hereby certify, that as of the date hereof:
1. The number of full-time employees employed at the Hercules Facility is _____. If the number reported above is less than 40, state the date on which the number of employees at the Hercules Facility dropped below 40: ______________, 200_.
2. The number of full-time employees employed at the Nitrocellulose Facility is _____. If the number reported above is less than one hundred (100) during calendar years 2004 and 2005, ninety (90) during calendar year 2006, or eighty (80) during calendar year 2007 or any year thereafter (if applicable), state the date on which the number of employees at the Nitrocellulose Facility dropped below the required level for such year: ______________, 200_.
3. A cessation of substantially all of the manufacturing and production operations [HAS] [HAS NOT] (select one) occurred at the Hercules Facility. If so, state the date on which such cessation occurred: _______________, 2003.
4. A cessation of substantially all of the manufacturing and production operations [HAS] [HAS NOT] (select one) occurred at the Nitrocellulose Facility. If so, state the date on which such cessation occurred: _______________, 2003.
IN WITNESS WHEREOF, Buyer has executed this Monthly Certificate on this ___ day of ________ 200__.
	HERCULES INCORPORATED
	By:
		Name: Title: Vice President

APPENDIX 2
FIRST AMENDMENT TO AMENDED PPA

FIRST AMENDMENT TO
AMENDED AND RESTATED POWER PURCHASE AGREEMENT

dated as of

October 21, 2003

By and Between

NORTH JERSEY ENERGY ASSOCIATES, A LIMITED PARTNERSHIP

and

JERSEY CENTRAL POWER & LIGHT COMPANY

FIRST AMENDMENT TO
AMENDED AND RESTATED POWER PURCHASE AGREEMENT

THIS FIRST AMENDMENT TO AMENDED AND RESTATED POWER PURCHASE AGREEMENT (this "Amendment") is made as of the 21st day of October, 2003, Jersey Central Power & Light Company, a New Jersey corporation and North Jersey Energy Associates, A Limited Partnership, a New Jersey limited partnership. JCP&L and NJEA are individually referred to herein as a "Party" and are collectively referred to herein as the "Parties". Terms used and not otherwise defined in this Amendment shall have the meanings set forth in the Original Agreement (as defined in the first recital below).

W I T N E S S E T H:

WHEREAS, JCP&L and NJEA entered into an Amended and Restated Power Purchase Agreement dated as of May 16, 2003 (the "Original Agreement" and as amended by this Amendment, the "Agreement") pursuant to which the NJEA is obligated to sell and JCP&L is obligated to purchase the Contract Energy generated at the Facility or provided by NJEA from other sources;

WHEREAS, NJEA and Hercules Incorporated ("Steam Host") are parties to an Industrial Steam Sales Contract (the "Steam Contract") dated June 5, 1989 pursuant to which NJEA sells steam generated at the Facility to Steam Host for consumption at Steam Host's chemical manufacturing facility located in Parlin, New Jersey (the "Steam Host Facility") and Steam Host resells a portion of the steam it purchases from NJEA to its lessee, Green Tree Chemical Technologies Inc. which uses steam in the operation of its adjacent facility (the "Nitrocellulose Facility");

WHEREAS, in connection with the restructuring of certain contractual arrangements relating to the operation of the Facility, including the Existing PPA, the Steam Contract will be terminated as provided in a Termination Agreement dated as of October 21, 2003 by and between Steam Host and NJEA (the "Termination Agreement"), pursuant to which NJEA will pay to Steam Host, for the purposes of promoting the continuation of employment at the Steam Host Facility and the Nitrocellulose Facility and to mitigate the increased cost of steam due to the Restructuring (as defined in the Termination Agreement), Monthly Employment Incentive Payments (as defined in the Termination Agreement) of $440,249 per month, which will be funded in part by NJEA and in part, indirectly, by JCP&L through certain offsetting adjustments to its payment obligations under the Agreement, as set forth herein; and

WHEREAS, in light of the foregoing, JCP&L and NJEA desire to amend the Original Agreement to provide for such offsetting adjustments as described herein.

NOW, THEREFORE, in consideration of the premises and of the mutual 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.

The following new definitions shall be added, in alphabetical order, to Section 1.1:

"Steam Host" means Hercules Incorporated and its successor and permitted assigns.

"Steam Host Employment Incentive Component" shall mean, in each month and for each MWh of Contract Energy delivered hereunder during the Steam Host Employment Incentive Period, an amount equal to $0.74 per MWh of Contract Energy delivered during such period; provided, however, (a) with respect to any month during which the Second Component (as defined in the Termination Agreement) is reduced by either 20% or 50% due to a "Cessation of Operations" (as defined in Section 3.2 of the Termination Agreement), the Steam Host Employment Incentive Component shall be reduced by the same percentage and (b) with respect to any month during which payment of the Monthly Employment Incentive Payment (as defined in the Termination Agreement) is not paid by NJEA due to a "Cessation of Operations" (which is subject to cure within specified time periods) pursuant to Section 3.2 of the Termination Agreement, the Steam Host Employment Incentive Component shall equal zero for such month.

"Steam Host Employment Incentive Period" means the period beginning on January 1, 2004 and ending on the earlier of (i) December 31, 2007 or (ii) the date before December 31, 2007 on which NJEA's obligation to pay to Steam Host the "Monthly Employment Incentive Payments" under Section 2.2(a) of the Termination Agreement is permanently and irrevocably eliminated due to the occurrence of a "Cessation of Operations" that has not been cured within one hundred and eighty-three (183) days from the inception thereof, as may be extended for force majeure for up to an additional one hundred and eighty (180) days. A "Cessation of Operations" shall be deemed to have occurred at either the Hercules Facility or the Nitrocellulose Facility on the 30th consecutive calendar day on which (i) the number of full-time employees (A) at the Hercules Facility, falls below forty (40) or (B) at the Nitrocellulose Facility, falls below one hundred (100) during calendar years 2004 and 2005, ninety (90) during calendar year 2006, or eighty (80) during calendar year 2007 or any year thereafter (if applicable) or (ii) there has been a cessation of substantially all of the manufacturing and production operations at either such Facility. For the avoidance of doubt, in no event shall the Steam Host Employment Incentive Period end prior to the date on which NJEA is permanently and irrevocably relieved of its obligation to make any "Monthly Employment Incentive Payments" (or portion thereof) to the Steam Host under the Termination Agreement.

"Termination Agreement" shall mean that Termination Agreement dated as of October 21, 2003 by and between Hercules Incorporated and NJEA.

2. Amendments to Section 4.1 (Payment for Contract Energy); New Section 4.8.

(a) Section 4.1(a) is hereby amended by adding at the end of the second sentence thereof the words "plus (F) the Steam Host Employment Incentive Component, if any, for such month."

(b) Section 4.1(b) is hereby amended by adding at the end of the formula the words "+ SHEIC" and by adding, after the definition of "DHA" a new paragraph which reads as follows:

"SHEIC" = Steam Host Employment Incentive Component

(c) A new Section 4.8 is hereby added, which shall read as follows:

4.8 Obligation to Provide Information Relating to Steam Host Employment Incentive Component.

NJEA shall use commercially reasonable efforts to obtain information and certifications required to be provided by the Steam Host under the terms of the Termination Agreement relating to a "Cessation of Operations" (as defined therein) that may affect the Steam Host Employment Incentive Component payable hereunder and shall provide any such information to JCP&L within ten (10) business days of receipt thereof. Notwithstanding anything in this Amendment or the Original Agreement to the contrary, the determination of whether a Cessation of Operations has occurred at the Steam Host Facility or the Nitrocellulose Facility and the duration of such Cessation of Operation or Cessation of Operations for purposes of calculating the Steam Host Incentive Component and the Steam Host Incentive Period shall be made by NJEA after consultation with JCP&L. It is the intent of the parties that the Steam Host Employment Incentive Component payable by JCP&L hereunder be reduced in amount or eliminated entirely (as the case may be) on or about the same time (taking into account timing discrepancies between invoicing and payment under this Agreement and under the Termination Agreement) that the "Monthly Employment Incentive Payments" payable by NJEA under the Termination Agreement are reduced in amount or eliminated entirely (as the case may be) pursuant to Section 3.2 of the Termination Agreement.

3. Headings. The headings used throughout this Amendment are inserted for reference only, and are not to be considered or taken into account in construing the terms or provisions of any section hereof nor to be deemed in any way to qualify, modify or explain the effect of any such provisions or terms.

4. Governing Law. This Amendment shall be construed in accordance with the laws of the State of New Jersey.

5. Counterparts. This Amendment may be executed by the Parties in separate counterparts, each of which shall be deemed an original hereof, but all of which shall constitute one and the same instrument.

6. No Other Amendment. Except as expressly amended herein, all other terms and provisions of the Original Agreement shall remain unmodified and in full force and effect.

7. Effective Date. This Amendment shall be effective as of the date first written above.

[Signatures appear on the following page]

IN WITNESS WHEREOF, each of JCP&L and NJEA has caused this Agreement to be duly executed on its behalf as of the date first above written.
	JERSEY CENTRAL POWER & LIGHT COMPANY
	By:
		Name: Harvey L. Wagner Title: Vice President and Controller
	NORTH JERSEY ENERGY ASSOCIATES, A LIMITED PARTNERSHIP
	By:	Northeast Energy, LP, its general partner
	By:	ESI Northeast Energy GP, Inc., its administrative general partner
	By:
		Nathan E. Hanson Director

APPENDIX 3
SECOND AMENDMENT TO AMENDED PPA

SECOND AMENDMENT TO
AMENDED AND RESTATED POWER PURCHASE AGREEMENT

dated as of

December ___, 2003

By and Between

NORTH JERSEY ENERGY ASSOCIATES, A LIMITED PARTNERSHIP

and

JERSEY CENTRAL POWER & LIGHT COMPANY

SECOND AMENDMENT TO
AMENDED AND RESTATED POWER PURCHASE AGREEMENT

THIS SECOND AMENDMENT TO AMENDED AND RESTATED POWER PURCHASE AGREEMENT (this "Second Amendment") is made as of the ___ day of December, 2003, Jersey Central Power & Light Company, a New Jersey corporation and North Jersey Energy Associates, A Limited Partnership, a New Jersey limited partnership. JCP&L and NJEA are individually referred to herein as a "Party" and are collectively referred to herein as the "Parties". Terms used and not otherwise defined in this Amendment shall have the meanings set forth in the Original Agreement (as defined in the first recital below).

W I T N E S S E T H:

WHEREAS, JCP&L and NJEA entered into an Amended and Restated Power Purchase Agreement dated as of May 16, 2003, as amended by that First Amendment to Amended and Restated Power Purchase Agreement dated as of October 21, 2003 (collectively, the "Original Agreement" and as amended by this Second Amendment, the "Agreement") pursuant to which the NJEA is obligated to sell and JCP&L is obligated to purchase the Contract Energy generated at the Facility or provided by NJEA from other sources;

WHEREAS, NJEA and Hercules are parties to a Termination Agreement dated as of October 21, 2003, as amended by a First Amendment to Termination Agreement of even date herewith (collectively, the "Termination Agreement") and an Industrial Steam Sales Contract dated as of June 5, 1989, as amended by the First Amendment to Industrial Steam Sales Contract of even date herewith (collectively, the "Steam Contract");

WHEREAS, in light of the above-referenced amendments, to the extent JCP&L has agreed to pay a portion of the costs associated with the termination of the Steam Contract through certain offsetting adjustments to its payment obligations under the Agreement, the Parties have agreed it is desirable to execute this Second Amendment to make conforming changes to the Agreement.

NOW, THEREFORE, in consideration of the premises and of the mutual 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.

The following definition in Section 1.1 shall be amended and restated in its entirety to read as follows:

"Steam Host Employment Incentive Component" shall mean, in each month and for each MWh of Contract Energy delivered hereunder during the Steam Host Employment Incentive Period, an amount equal to $0.74 per MWh of Contract Energy delivered during such period as adjusted as follows:

(a) prior to the termination of the Steam Contract, with respect to any month during which the Base Damage Payment is reduced pursuant to Article VI, Paragraph 4(a)(i) or (ii) due to a "Cessation of Operations" (as defined in the Steam Contract), then the Steam Host Employment Incentive Component shall be reduced by 20% for a First Tier Reduction or by 50% for a Second Tier Reduction (each as defined in the Steam Contract);

(b) on and after the termination of the Steam Contract pursuant to the Termination Agreement, with respect to any month during which the Second Component (as defined in the Termination Agreement) is reduced by either 20% or 50% pursuant to Section 3.2 of the Termination Agreement due to a "Cessation of Operations" (as defined in the Termination Agreement), the Steam Host Employment Incentive Component shall be reduced by the same percentage; and

(c) with respect to any month during which payment of the Monthly Employment Incentive Payment (as defined in the Termination Agreement) is not paid by NJEA due to a "Cessation of Operations" (which is subject to cure within specified time periods) pursuant to Section 3.2 of the Termination Agreement or with respect to any month during which the Base Damage Payment (as defined in the Steam Contract) is equal to zero due to a "Cessation of Operations" (which is subject to cure within specified time periods) pursuant to Article VI, Paragraph 4(a)(iii) of the Steam Agreement, the Steam Host Employment Incentive Component shall equal zero for such month.

2. Headings. The headings used throughout this Amendment are inserted for reference only, and are not to be considered or taken into account in construing the terms or provisions of any section hereof nor to be deemed in any way to qualify, modify or explain the effect of any such provisions or terms.

3. Governing Law. This Amendment shall be construed in accordance with the laws of the State of New Jersey.

4. Counterparts. This Amendment may be executed by the Parties in separate counterparts, each of which shall be deemed an original hereof, but all of which shall constitute one and the same instrument.

5. No Other Amendment. Except as expressly amended herein, all other terms and provisions of the Original Agreement shall remain unmodified and in full force and effect.

6. Effective Date. This Amendment shall be effective as of the date first written above.

[Signatures appear on the following page]

IN WITNESS WHEREOF, each of JCP&L and NJEA has caused this Agreement to be duly executed on its behalf as of the date first above written.
	JERSEY CENTRAL POWER & LIGHT COMPANY
	By:
		Name: Harvey L. Wagner Title: Vice President and Controller
	NORTH JERSEY ENERGY ASSOCIATES, A LIMITED PARTNERSHIP
	By:	Northeast Energy, LP, its general partner
	By:	ESI Northeast Energy GP, Inc., its administrative general partner
	By:
		Nathan E. Hanson Director

EX-10

Exhibit 10.54

SECOND AMENDMENT TO
AMENDED AND RESTATED POWER PURCHASE AGREEMENT

dated as of

December 16, 2003

By and Between

NORTH JERSEY ENERGY ASSOCIATES, A LIMITED PARTNERSHIP

and

JERSEY CENTRAL POWER & LIGHT COMPANY

SECOND AMENDMENT TO
AMENDED AND RESTATED POWER PURCHASE AGREEMENT

THIS SECOND AMENDMENT TO AMENDED AND RESTATED POWER PURCHASE AGREEMENT (this "Second Amendment") is made as of the 16th day of December, 2003, Jersey Central Power & Light Company, a New Jersey corporation and North Jersey Energy Associates, A Limited Partnership, a New Jersey limited partnership. JCP&L and NJEA are individually referred to herein as a "Party" and are collectively referred to herein as the "Parties". Terms used and not otherwise defined in this Amendment shall have the meanings set forth in the Original Agreement (as defined in the first recital below).

W I T N E S S E T H:

WHEREAS, JCP&L and NJEA entered into an Amended and Restated Power Purchase Agreement dated as of May 16, 2003, as amended by that First Amendment to Amended and Restated Power Purchase Agreement dated as of October 21, 2003 (collectively, the "Original Agreement" and as amended by this Second Amendment, the "Agreement") pursuant to which the NJEA is obligated to sell and JCP&L is obligated to purchase the Contract Energy generated at the Facility or provided by NJEA from other sources;

WHEREAS, NJEA and Hercules are parties to a Termination Agreement dated as of October 21, 2003, as amended by a First Amendment to Termination Agreement of even date herewith (collectively, the "Termination Agreement") and an Industrial Steam Sales Contract dated as of June 5, 1989, as amended by the First Amendment to Industrial Steam Sales Contract of even date herewith (collectively, the "Steam Contract");

WHEREAS, in light of the above-referenced amendments, to the extent JCP&L has agreed to pay a portion of the costs associated with the termination of the Steam Contract through certain offsetting adjustments to its payment obligations under the Agreement, the Parties have agreed it is desirable to execute this Second Amendment to make conforming changes to the Agreement.

NOW, THEREFORE, in consideration of the premises and of the mutual 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.

The following definition in Section 1.1 shall be amended and restated in its entirety to read as follows:

"Steam Host Employment Incentive Component" shall mean, in each month and for each MWh of Contract Energy delivered hereunder during the Steam Host Employment Incentive Period, an amount equal to $0.74 per MWh of Contract Energy delivered during such period as adjusted as follows:

(a)  prior to the termination of the Steam Contract, (1) with respect to any month during which the Base Damage Payment is reduced pursuant to Article VI, Paragraph 4(a)(i) or (ii) due to a "Cessation of Operations" (as defined in the Steam Contract), then the Steam Host Employment Incentive Component shall be reduced by 20% for a First Tier Reduction or by 50% for a Second Tier Reduction (each as defined in the Steam Contract) and (2) if, during any month or partial month, NJEA is not obligated to pay to Hercules a Monthly Damage Payment pursuant to the Steam Contract, JCP&L shall not be obligated to pay the Steam Host Employment Incentive Component;

(b)  on and after the termination of the Steam Contract pursuant to the Termination Agreement, with respect to any month during which the Second Component (as defined in the Termination Agreement) is reduced by either 20% or 50% pursuant to Section 3.2 of the Termination Agreement due to a "Cessation of Operations" (as defined in the Termination Agreement), the Steam Host Employment Incentive Component shall be reduced by the same percentage; and

(c)  with respect to any month during which payment of the Monthly Employment Incentive Payment (as defined in the Termination Agreement) is not paid by NJEA due to a "Cessation of Operations" (which is subject to cure within specified time periods) pursuant to Section 3.2 of the Termination Agreement or with respect to any month during which the Base Damage Payment (as defined in the Steam Contract) is equal to zero due to a "Cessation of Operations" (which is subject to cure within specified time periods) pursuant to Article VI, Paragraph 4(a)(iii) of the Steam Agreement, the Steam Host Employment Incentive Component shall equal zero for such month.

2. Headings. The headings used throughout this Amendment are inserted for reference only, and are not to be considered or taken into account in construing the terms or provisions of any section hereof nor to be deemed in any way to qualify, modify or explain the effect of any such provisions or terms.

3. Governing Law. This Amendment shall be construed in accordance with the laws of the State of New Jersey.

4. Counterparts. This Amendment may be executed by the Parties in separate counterparts, each of which shall be deemed an original hereof, but all of which shall constitute one and the same instrument.

5. No Other Amendment. Except as expressly amended herein, all other terms and provisions of the Original Agreement shall remain unmodified and in full force and effect.

6. Effective Date. This Amendment shall be effective as of the date first written above.

[signatures appear on the following page]

IN WITNESS WHEREOF, each of JCP&L and NJEA has caused this Agreement to be duly executed on its behalf as of the date first above written.
	Jersey Central Power & Light Company
	By:	HARVEY L. WAGNER
		Name: Harvey L. Wagner Title: Vice President and Controller
	NORTH JERSEY ENERGY ASSOCIATES, A LIMITED PARTNERSHIP
	By:	Northeast Energy, LP, its general partner
	By:	ESI Northeast Energy GP, Inc., its administrative general partner
	By:	NATHAN E. HANSON
		Nathan E. Hanson Director

EX-10

Exhibit 10.55
North Jersey Energy Associates
700 Universe Blvd., P.O. Box 14000, Juno Beach, FL 33408
December 18, 2003
David M. Blank Director - Rates & Regulatory Affairs FirstEnergy 76 South Main Street Akron, Ohio 44308
Re: Interim Agreement by and between North Jersey Energy Associates, A Limited Partnership ("NJEA") and Jersey Central Power & Light Company ("JCP&L"), each a "Party" and collectively, the "Parties".
Dear Dave:
Reference is made to the Power Purchase Agreement dated as of October 22, 1987 (the "Existing PPA"), between NJEA and JCP&L, as amended and restated pursuant to an Amended and Restated Power Purchase Agreement dated as of May 16, 2003 between NJEA and JCP&L (the "Amended PPA"). The "Effective Date" under the Amended PPA is expected to occur on or about 11:59 p.m. (EST) on December 23, 2003. Pending the Effective Date under the Amended PPA, the Parties have agreed to modify their rights and obligations under the Existing PPA. This letter will confirm our understanding of the following arrangements relating to the Existing PPA.
Commencing at 11:59 p.m. (EST) on December 18, 2003, and continuing until the earlier of (a) the date upon which NJEA delivers to JCP&L written notice of termination of this letter agreement, (b) the Effective Date1 under the Amended PPA or (c) 11:59 p.m. (EST) on December 31, 2003 (the "Interim Period"), NJEA shall be relieved of its obligation to deliver electric energy from the Facility in accordance with Article III of the Existing PPA and in lieu of such deliveries, shall deliver to JCP&L, and JCP&L shall accept and purchase, at the Facility Bus, for each hour during the Interim Period, 250 MW of electric energy generated at the Facility or from any other source.
In consideration for the foregoing, JCP&L shall be obligated to pay to NJEA the Interim Payment (as calculated and defined below). The Parties hereby agree that neither Party shall be in default under the Existing PPA as a consequence of NJEA's deliveries of electric energy in accordance with this Interim Agreement or the payment by JCP&L of the amounts set forth herein for such electric energy. Unless otherwise specifically set forth in herein, each Party hereby releases and forever discharges and covenants not to sue the other Party and any and all of it respective present, former and future directors, managers, officers, trustees, representatives, employees, attorneys, advisors, agents, partners, affiliates, legal representatives, successors and assigns from or with respect to any and all claims, actions or causes of action (whether at law or equity, known or unknown), losses, damages, costs and expenses (including, without limitation, interest, penalties and attorneys' fees and disbursements) tha t such Party shall or may have arising out of or in connection with any purported breach or default under the Existing PPA arising out of such Party's performance of its correlative obligations under this Interim Agreement; provided, however, that nothing in the foregoing sentence shall be deemed to release either Party from its obligations under this Interim Agreement.
Notwithstanding the terms of the Existing PPA, for each hour of the Interim Period, JCP&L shall pay NJEA an amount calculated as follows:
Hourly Volume x (Existing PPA Rate - $5.50)
Where "Hourly Volume" means 250 MW
"Existing PPA Rate" means the $/MWh rate that JCP&L would have paid for the Hourly Volume under the Existing PPA had the electric energy been delivered from the Facility.
All deliveries to JCP&L hereunder during the Interim Period in excess of 250 MW per hour shall be deemed excess generation and eScheduled back to NJEA (or its designee).
The aggregate amount payable to NJEA by JCP&L hereunder for all hours during the Interim Period is the "Interim Payment". The Interim Payment shall be calculated and incorporated into the invoice for amounts payable by JCP&L to NJEA for deliveries under the Existing PPA.
During the Interim Period, JCP&L will, at the direction of NJEA (or its designee), submit daily PJM Day-Ahead Market Offers (in accordance with the PJM Operating Agreement) for operation of the Facility in accordance with specific offer information and instructions supplied by NJEA (or its designee) to JCP&L. In addition, JCP&L, through its transmission operations group, shall continue to execute PJM dispatch orders for the Facility during the Interim Period (the "Facility Scheduling Services"). JCP&L will use commercially reasonable efforts to accommodate all reasonable requests by NJEA relating to such bidding and scheduling and NJEA will indemnify and hold harmless JCP&L, and all of its respective present, former and future directors, managers, officers, trustees, representatives, employees, attorneys, advisors, agents, partners, affiliates, legal representatives, successors and permitted assigns (the "JCP&L Parties") from any and all costs, actions, claims, liabilities, assertions of liability, losses and expenses which in any manner may arise or be alleged to have arisen, or resulted, or alleged to have resulted in connection with the performance by JCP&L of the Facility Scheduling Services, including any claims or assertions of liability associated with the negligent or grossly negligent acts or omissions of JCP&L, its agents or employees in performing the Facility Scheduling Services; provided however, that the foregoing indemnification obligation shall not include indemnification for willful misconduct on the part of the JCP&L Parties.
During the Interim Period, JCP&L shall continue to receive the Contract Capacity (as defined in the Existing PPA). NJEA intends to provide the Contract Capacity from the Facility. NJEA shall be responsible for any penalties, including, without limitation, capacity deficiency charges assessed by PJM to JCP&L as a direct result of NJEA's failure to provide Contract Capacity or operate the Facility in accordance with PJM directives.
Except as expressly provided herein, all other terms and provisions of the Existing PPA shall remain unmodified and in full force and effect.
If JCP&L is in agreement with the foregoing, please so signify by signing below.
		NORTH JERSEY ENERGY ASSOCIATES, A LIMITED PARTNERSHIP
		By:	Northeast Energy, LP, its general partner
		By:	ESI Northeast Energy GP, Inc., a general partner
		By:	NATHAN E. HANSON
			Name: Nathan E. Hanson Title: Director
Acknowledged and Agreed: JERSEY CENTRAL POWER & LIGHT COMPANY
By:	HARVEY WAGNER
	Harvey Wagner VP & Controller
1Except as expressly provided herein, all other terms and provisions of the Existing PPA shall remain unmodified and in full force and effect.

EX-10

Exhibit 10.56
Tractebel
SUEZ-TRACTEBEL s.a. Place du Trone 1 B-1000 Brussels (Belgium) Tel. + 32 2 510 71 11 Fax + 32 2 510 73 30
GUARANTY
This is a guaranty (the "Guaranty"), dated as of December 23, 2003, given by Suez-Tractebel S.A., a corporation organized under the laws of Belgium (the "Guarantor"), in favor of Public Service Electric and Gas Company, a corporation incorporated under the laws of New Jersey, (hereinafter referred to as the "Beneficiary").
1. Guaranty
In consideration of the Beneficiary having entered into or entering into, from time to time, agreements to purchase and sell physical natural gas under the Gas Purchase and Sales Agreement, dated as of August 20, 2003, with North Jersey Energy Associates, L.P. (the "Company"), an affiliate of Guarantor (hereinafter referred to as the "Agreement"), the Guarantor absolutely, irrevocably and unconditionally guarantees to the Beneficiary, its successors and assigns, the prompt payment when due, whether by acceleration or otherwise, of all present and future obligations and liabilities of all kinds of the Company to the Beneficiary arising out of the Agreement (hereinafter referred to as the "Obligations") and all costs and expenses relating to the enforcement of this Guaranty, including reasonable attorneys' fees; provided, however, that the Guarantor shall not be liable for any costs or expenses of the Beneficiary if no payment under this Guaranty is due. To the extent that the Company shall fail to pay an y Obligations, Guarantor shall promptly pay to the Beneficiary the amount due, subject to any applicable grace period and upon demand in writing from the Beneficiary to the Guarantor (without prejudice to Section 9 hereof). Any demand for payment shall reasonably and briefly specify in what manner and what amount the Company has failed to pay and an explanation of why such payment is due, with a specific statement that the Beneficiary is calling upon Guarantor to pay under this Guaranty. Notwithstanding anything contained herein to the contrary, the aggregated amount covered by this Guaranty in favor of the Beneficiary, whether in principal, interests, costs, expenses, attorneys' fees or other sums due, shall not exceed Five Million U.S. Dollars (USD 5,000,000).
2. Nature of Guaranty
The Guarantor's obligations hereunder shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any instrument evidencing any Obligations, the absence of any action to enforce the same, or by the existence, validity, enforceability, perfection, or extent of any collateral therefor, or the rendering of any judgment against the Company or any action to enforce the same, or by any other event, occurrence or circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor or surety except as provided in Section 9 hereof. This Guaranty constitutes a continuing guaranty of payment when due and not of collection. If any payment of the Company in respect of the Obligations is rescinded or must otherwise be returned for any reason whatsoever, the Guarantor shall remain liable hereunder in respect to such Obligations as if such payment had not been made.
3. Consents, Waivers and Renewals
The Guarantor agrees that the Beneficiary may at any time and from time to time, either before or after maturity thereof, without notice to or further consent of the Guarantor, extend the time of payment of, exchange or surrender any collateral for, or renew any of the Obligations, and may also consent or make any agreement with the Company or with any other party to or person liable on any of the Obligations, or interested therein, for the extension, renewal, payment, compromise, discharge, waiver, or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Beneficiary and the Company or any such other party or person, without in any way impairing or affecting this Guaranty. The Guarantor agrees that the Beneficiary may resort to the Guarantor for payment of any of the Obligations, whether or not the Beneficiary shall have resorted to any collateral security, or shall have proceeded against any other principally or secondarily obligated with respect to any of the Obligations.
4. Subrogation
The Guarantor will not exercise any rights which it may acquire by way of subrogation until all Obligations to the Beneficiary shall have been paid in full. Subject to the foregoing, upon payment of all the Obligations, the Guarantor shall be subrogated to the rights of the Beneficiary against the Company, and the Beneficiary agrees to take at the Guarantor's expense, such steps as the Guarantor may reasonably request to implement such subrogation.
5. No Waiver; Cumulative Rights
No failure on the part of the Beneficiary to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by the Beneficiary of any right, remedy or power hereunder preclude any other future exercise of any right, remedy or power. Each and every right, remedy and power hereby granted to the Beneficiary or allowed them by law or other agreement shall be cumulative and not exclusive or any other, and may be exercised by the Beneficiary from time to time.
6. Waiver of Notice
The Guarantor waives diligence, protest, notice of protest or acceleration, filing of claims with a court in the event of insolvency or bankruptcy of Company, notices of the acceptance of this Guaranty, notice of dishonor, presentment and demand, except as set forth in Section 1, notice of any sale of collateral security and all other notices whatsoever.
7. Representations and Warranties
(a) The Guarantor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has full corporate power to execute, deliver and perform this Guaranty.
(b) The execution, delivery and performance of the Guaranty have been and remain duly authorized by all necessary corporate action and do not contravene any provision of law or the Guarantor's constitutional documents or any contractual restriction binding on the Guarantor or its assets.
(c) This Guaranty constitutes the legal, valid and binding obligation of the Guarantor enforceable against Guarantor in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditor's rights and to general equity principles.
8. Limitations
The liability of Guarantor under this Guaranty shall be and is specifically limited to payments expressly required to be made under the Agreement or this Guaranty. EXCEPT TO THE EXTENT SPECIFICALLY PROVIDED IN THE AGREEMENT OR THIS GUARANTY, IN NO EVENT SHALL GUARANTOR BE SUBJECT TO CONSEQUENTIAL, EXEMPLARY, EQUITABLE, LOSS OR PROFITS, PUNITIVE, TORT, OR ANY OTHER DAMAGES, COSTS OR EXPENSES.
9. Setoff and Counterclaims
Without limiting Guarantor's own defenses and rights hereunder, Guarantor reserves to itself all rights, setoffs, counterclaims and other defenses to which the Company is or may be entitled to arising from or out of the Agreement, except for defenses arising out of the bankruptcy, insolvency, dissolution or liquidation of the Company.
10. Termination
Guarantor may terminate this Guaranty at any time and in its sole discretion by providing written notice of such termination to the Beneficiary. No such termination by Guarantor shall be effective until five (5) business days after actual receipt by the Beneficiary of such termination notice, or such later date as may be specified in such notice. No such termination shall affect Guarantor's liability with respect to any Obligations incurred or transactions entered into under the Agreement prior to the time the termination is effective, which liabilities shall remain guaranteed pursuant to the terms of this Guaranty.
11. Assignment
This Guaranty shall be binding upon and inure to the benefit of the Guarantor, the Beneficiary, and their respective successors and permitted assigns. Neither Guarantor nor the Beneficiary may assign their rights, interest or obligations hereunder to any other person without the prior written consent of the Guarantor or the Beneficiary, as the case may be, which consent shall not be unreasonably withheld.
12. Notices
All notices or other communications in respect of this Guaranty shall be in writing, shall be given by facsimile (except for a demand for payment and a termination notice) (receipt effective upon receipt of evidence, including, facsimile evidence, that facsimile was received), hand delivery or registered mail (return receipt requested) and addressed or directed as follows:
If to the Guarantor: Suez-Tractebel S.A. Attention: Place du Trone 1 1000 Brussels BELGIUM Fax:	If to the Beneficiary: Public Service Electric and Gas Company Attn: Manager-Financial and Risk Management 80 Park Plaza, T18A Newark, N.J. 07101 USA Fax: 1-973-624-2891
or such other address as the Guarantor or the Beneficiary shall from time to time specify.
13. Governing Law and Jurisdiction
THIS GUARANTY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. Guarantor and Beneficiary, by its execution hereof, submit to the exclusive jurisdiction of the courts of the State of New York and of the United States of America sitting in New York, New York, in connection with any action or proceeding relating to this Guaranty.
14. Waiver of Jury Trial
The Guarantor and the Beneficiary hereby waive all rights to trial by jury in any action, proceeding or counterclaim arising out of or relating to this Guaranty.
15. Entire Agreement
This Guaranty is the complete and exclusive statement of the terms of this Guaranty and constitutes the entire agreement, and supersedes all prior written agreements and understandings, representations, and oral agreements, between Guarantor and Beneficiary with respect to the subject matter hereof.
IN WITNESS WHEREOF, the Guarantor has caused its duly authorized directors or officers to execute and deliver this Guaranty as of the date first above written.
Suez-Tractebel S.A.
CH. VANDEN BRENT		N. BOSSAERT
Ch. Vanden Brent Deputy Financial Manager		N. Bossaert Executive Vice President

EX-10

Exhibit 10.57
GUARANTEE
THIS GUARANTEE (this "Guarantee"), dated as of December 23, 2003, is made by FPL GROUP CAPITAL INC, a Florida corporation (the "Guarantor"), in favor of Public Service Electric and Gas Company, a New Jersey corporation (the "Guaranteed Party"). Each of the Guarantor and the Guaranteed Party are sometimes referred to herein individually as a "Party" and collectively as the "Parties".
W I T N E S S E T H:
WHEREAS, the Guaranteed Party has entered into an Amendment to Gas Purchase and Sales Agreement dated as of August 20, 2003 (the "Agreement"), with North Jersey Energy Associates, A Limited Partnership (the "Obligor"), an affiliate of the Guarantor, providing for, among other things, the supply of NJEA's total fuel requirements for the NJEA facility.
WHEREAS, in consideration for, and as inducement to, the Guaranteed Party's performance of the obligations set forth in the Agreement, Guarantor has agreed to provide this Guarantee to the Guaranteed Party.
NOW THEREFORE, in consideration of the foregoing, Guarantor hereby covenants and agrees as follows:
1. GUARANTEE. Subject to the terms herein, Guarantor hereby irrevocably and unconditionally guarantees to the Guaranteed Party, its successors and permitted assigns hereunder, the prompt payment when due of the obligations of Obligor (the "Obligations") to the Guaranteed Party under the Agreement. This Guaranty shall constitute a guarantee of payment and not of collection. If Obligor fails to pay any Obligation in full when and as due in accordance with the terms of the Agreement, the Guarantor will pay in accordance with the terms hereof such Obligation directly for the Guaranteed Party's benefit promptly upon the Guaranteed Party's demand therefor in accordance with the provisions hereof. The Guaranteed Party may proceed against the Guarantor without any collection or other enforcement action against Obligor. This Guarantee extends to and includes all amendments or modifications of the Agreement which are agreed to in writing by Obligor and the Guaranteed Party. The liability of Guarantor under this Guaranty shall be subject to the following limitations:
(a) The maximum amount for which the Guarantor shall be liable hereunder and the maximum recovery from the Guarantor which may be collected pursuant to the provisions of this Guarantee, shall in no event exceed in the aggregate (whether in principal, interests, costs, expenses, attorney's fees or other sums due), Five Million Dollars ($5,000,000.00), less the aggregate amount theretofore paid by or on behalf of the Guarantor pursuant to the provisions of this Guarantee (as of the date of any determination thereof, the "Maximum Liability").
(b) Guarantor's liability hereunder shall be and is specifically limited to payments expressly required to be made under the Agreement (even if such payments are deemed to be damages) as well as costs of collection and enforcement of this Guarantee (including attorney's fees) to the extent reasonably and actually incurred by the Guaranteed Party (all of which such liability in the aggregate will be subject to the limitation set forth in Section 1(a) above) but in no event shall Guarantor be subject hereunder to consequential, exemplary, equitable, loss of profits, punitive or tort damages, or, except to the extent specifically provided in the Agreement, any other damages.
2. TERM. This Guarantee shall become effective upon the Effective Date (as defined in the Agreement) and shall remain in full force and effect until the expiration or termination of Obligor's obligations under the Agreement in accordance with their terms and payment by Obligor of all amounts payable by Obligor thereunder, whether due before, on or after the date of such termination.
3. NATURE OF GUARANTEE. The Guarantor's obligations hereunder with respect to any Obligation shall not be affected by the existence, validity, enforceability, perfection, or extent of any collateral for such Obligations. The Guaranteed Party shall not be obligated to file any claim relating to the obligations owing to it if Obligor becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to exercise rights with respect to, or realize the benefit of, any such collateral shall not affect the Guarantor's obligations hereunder. If any payment to the Guaranteed Party with respect to any Obligation is rescinded or must otherwise be returned for any reason whatsoever, the Guarantor shall remain liable hereunder with respect to such Obligation as if such payment had not been made.
Notwithstanding any provision of this Guarantee to the contrary, the Guarantor shall be entitled to assert all rights and defenses that the Obligor may be entitled to under the Agreement, including, but not limited to, any setoff or counterclaims to which the Obligor is or may be entitled. Notwithstanding the preceding sentence, the liability of the Guarantor under this Guarantee shall not be affected because of the bankruptcy, insolvency, dissolution or liquidation of the Obligor or the lack of power or authority of the Obligor to enter into the Agreement and to perform its obligations thereunder.
4. DEMANDS AND NOTICE.
(a) The Guaranteed Party shall have the right to enforce this Guarantee against the Guarantor upon the occurrence of any failure by Obligor to pay any Obligations as and when due. The right of the Guaranteed Party to enforce this Guarantee shall be in addition to any other right to enforce the Agreement by actions taken against Obligor, any other guarantor or party, or by resort to any security held by the Guaranteed Party. In order to make a claim under this Guarantee, the Guaranteed Party must notify the Guarantor in writing of its demand that payment be made by the Guarantor (a "Payment Demand"), and the Guarantor shall, subject to the terms of this Guarantee, pay to the Guaranteed Party in the manner required by the Agreement the amount set forth in the Payment Demand notice within three (3) Business Days after the date of receipt of such Payment Demand notice by the Guarantor. The notice provisions set forth in this Section 4(a) shall not release or diminish the accrual of late payment interest owed under the Agreement as a result of nonpayment by Obligor thereunder.
(b) A Payment Demand shall identify the amount and the basis of the demand in reasonable detail, and shall specify that Obligor has failed to pay the Obligation that is the subject of the Payment Demand in full when and as due in accordance with the terms of the Agreement. Subject to the terms hereof, a Payment Demand conforming to the foregoing requirements shall be sufficient notice to the Guarantor to pay under this Guarantee. Notices under this Guarantee shall be deemed received if sent to the address specified below: (i) on the second Business Day after receipt by Guarantor, if served by express delivery (such as FedEx or DHL), (ii) on the second Business Day after transmission, if served by facsimile transmission (provided that sender has machine confirmation that facsimile was transmitted to the correct fax number listed below), and (iii) solely in the case where notice address specified below or a notice address subsequently provided in writing by the Guarantor is within the United St ates, three (3) Business Days after mailing, if sent by certified, first-class mail, return receipt requested.
To Guarantor:	FPL Group Capital Inc 700 Universe Boulevard P.O. Box 14000 Juno Beach, Florida 33408 Attention: Treasurer Fax: (561) 694-3707
To the Guaranteed Party:	Public Service Electric and Gas Company 80 Park Plaza PO Box 570-14 Newark, New Jersey 07107 Attention: Peter Collette Fax: (973) 430-5519
To Obligor:	Northeast Energy Associates, A Limited Partnership c/o FPL Energy, LLC 700 Universe Blvd. P.O. Box 14000 Juno Beach, FL 33408 Attention: Business Manager Fax: (561) 304-5161
Any party may change its address to which notice is given hereunder by providing notice of same in accordance with this Section 4.
5. CONSENTS, WAIVERS AND RENEWALS. The Guaranteed Party and Obligor may mutually agree in writing to (i) modify the Agreement, (ii) extend the time of payment or (iii) otherwise modify the terms of payment of any of the Obligations, without in any way impairing or affecting this Guarantee. The Guaranteed Party may resort to the Guarantor for payment of any of the Obligations, whether or not the Guaranteed Party shall have resorted to any collateral security, or shall have proceeded against any other obligor principally or secondarily obligated with respect to any of the Obligations. The Guarantor hereby waives notice of acceptance of this Guarantee, and also presentment, protest and notice of protest or dishonor of any evidences of indebtedness hereby guaranteed. Nothing in this Section 5 shall relieve the Guaranteed Party of its obligation to notify the Guarantor of a claim hereunder as provided in Section 4(a) above.
6. SUBROGATION. Upon the indefeasible payment in full of the Obligations owing to the Guaranteed Party by the Guarantor pursuant to this Guaranty, the Guarantor shall be subrogated to the rights of the Guaranteed Party against Obligor, and the Guaranteed Party agrees to take at the Guarantor's expense such steps as the Guarantor may reasonably request to implement such subrogation.
7. REPRESENTATIONS AND WARRANTIES. The Guarantor hereby represents and warrants as of the date hereof that (a) it is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida, and is duly authorized to transact business and is in good standing in each jurisdiction where the failure to so qualify would have a material adverse effect on the performance by the Guarantor of its obligations hereunder; (b) the execution, delivery and performance by the Guarantor of this Guarantee are within its corporate powers, have been duly authorized by all necessary corporate action and do not violate the Guarantor's charter or by-laws or any law, order or contractual restriction binding on the Guarantor; (c) this Guarantee has been duly executed and delivered and constitutes the Guarantor's legal, valid and binding obligation, enforceable against it in accordance with its terms (except as enforceability may be limited by bankruptcy, insolvency, m oratorium and other similar laws affecting enforcement of creditors' rights in general and general principles of equity); (d) the Guarantor has received fair and adequate consideration for its assumption of the liabilities set forth in this Guarantee; (e) no litigation, arbitration or other proceeding against the Guarantor by or before any government authority, court, arbitrator or mediator is in progress, pending or, to the best knowledge of the Guarantor, threatened which calls into question or challenges the validity of this Guarantee or the transactions contemplated hereby; (f) the execution and delivery by the Guarantor of this Guarantee and the performance by the Guarantor of its obligations hereunder do not and will not require, by virtue of any applicable requirement in effect on the date hereof, any approval, consent, permit, license or other authorization of any Person (including any government approvals) which, as of the date hereof, has not been duly obtained, made or taken or wher e the failure to so obtain, make or take would not have a material adverse effect on the financial condition of the Guarantor and its subsidiaries, taken as a whole; and (g) neither the execution, delivery or performance by the Guarantor of this Guarantee, nor compliance by it with the terms and provisions hereof (i) will contravene any order, writ, injunction or decree of any court or governmental instrumentality applicable to it or (ii) will conflict or be inconsistent with or result in any breach of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any lien upon any of the property or assets of the Guarantor pursuant to, the terms of any indenture, mortgage, deed of trust, credit agreement, loan agreement or any other material agreements, contract or instrument to which the Guarantor is a party or by which it or any of its property or assets is bound, which, in the case of any of the circumstances described in subclauses (i) o r (ii) of this clause (g), would have a material adverse effect on the financial condition of the Guarantor and its subsidiaries, taken as a whole.
8. ASSIGNMENT. This Guarantee may not be assigned by either party without the prior written consent of the other party, and any purported assignment without such consent shall be null and void.
9. MISCELLANEOUS. All capitalized terms not defined herein shall have the meanings set forth in the Agreement. No provision of this Guarantee may be amended or waived except by a written instrument executed by the Guarantor and the Guaranteed Party. This Guarantee shall bind and benefit the successors and permitted assigns of the Guarantor and the Guaranteed Party. This Guarantee shall not be deemed to benefit any person except the Guaranteed Party and its successors and permitted assigns. Should any one or more provisions of this Guarantee be determined to be unenforceable, all other provisions nevertheless shall remain effective. This Guarantee shall be construed in accordance with the laws of the State of New York, excluding its choice of law provisions that would require the application of laws of a jurisdiction other than such State. No failure or delay on the part of the Guaranteed Party in exercising any right, power or privilege hereunder and no course of dealing between the Guarantor and the Guaranteed Party shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege. This Guarantee constitutes the sole and entire agreement between the Guarantor and the Guaranteed Party with respect to the subject matter hereof and supersedes and replaces any and all prior agreements, understandings, negotiations or correspondence between them with respect thereto, including without limitation any and all prior guaranty agreements executed by the Guarantor in favor of the Guaranteed Party with respect to any or all of the Obligations. The rights, powers and remedies herein expressly provided are cumulative and not exclusive of any rights, powers or remedies the Guaranteed Party would otherwise have.
10. ENFORCEMENT RIGHTS. Any reasonable costs incurred by or on behalf of the Guaranteed Party enforcing its rights hereunder (including, without limitation, court costs and reasonable attorneys' fees) in connection with its enforcement of this Guarantee shall be paid by the Guarantor; provided, however, that the Guarantor shall not be liable for any such costs of the Guaranteed Party if no payment under this Guarantee is due.
11. JURISDICTION. The Guarantor, for itself and its successors, hereby irrevocably (a) agrees that any legal or equitable action, suit or proceeding against the Guarantor arising out of or relating to this Guarantee or any transaction contemplated hereby or the subject matter of any of the foregoing may be instituted in any state or federal court in the State of New York, (b) waives any objection which it may now or hereafter have to the venue of any action, suit or proceeding, and (c) irrevocably submits itself to the nonexclusive jurisdiction of any state or federal court of competent jurisdiction in the State of New York for purposes of any such action, suit or proceeding. Service of process upon the Guarantor shall be made in person at the address listed in Section 4(b) or, if the Guarantor is located outside of the United States, by service upon Guarantor's process agent in New York, New York, as specified by written notice of the Guarantor to the Guaranteed Party.
12. WAIVER OF JURY TRAIL. THE GUARANTOR AND THE GUARANTEED PARTY EACH IRREVOCABLY AND UNCONDITIONALLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY LEGAL OR EQUITABLE ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTEE, THE AGREEMENT, OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY OR THE SUBJECT MATTER OF ANY OF THE FOREGOING.
IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be executed and the Guaranteed Party has caused this Guarantee to be Accepted and Agreed, each as of the date first above written.
		FPL GROUP CAPITAL INC
		By:	PAUL I. CUTLER
			Paul I. Cutler Vice President and Treasurer
		Accepted and Agreed:
		PUBLIC SERVICE ELECTRIC AND GAS COMPANY
		By:	ROBERT KRAUSS
			Name: Robert Krauss Title: Mgr. - Credit & Risk Mgmt.

EX-10

Exhibit 10.58
TERMINATION AGREEMENT
This Termination Agreement (this "Agreement"), is made and entered into on this 23rd day of December, 2003 by and between North Jersey Energy Associates, A Limited Partnership, a New Jersey limited partnership ("Buyer") and Tractebel Energy Marketing, Inc. ("Seller").
WHEREAS, Buyer and Seller are parties to a Base Contract for Sale and Purchase of Natural Gas (the "Base Contract") dated September 26, 2002 pursuant to which Seller sells and Buyer purchases natural gas for a portion the operational needs of Buyer's gas-fired electrical and steam generating plant located in the borough of Sayreville, New Jersey or to satisfy certain obligations of Buyer under a Gas Purchase and Sale Agreement between Buyer and Pubic Service Electric and Gas Company, dated as of May 4, 1989, as amended;
WHEREAS, pursuant to Section 4.2 of the Base Contract, the Base Contract may be terminated by the mutual agreement of the Seller and Buyer; and
WHEREAS, in connection with the restructuring of a power purchase agreement between Buyer and Jersey Central Power & Light Company pursuant to the filing made with the New Jersey Board of Public Utilities on June 24, 2003, Buyer and Seller desire to terminate the Base Contract and any effective Confirmations issued thereunder prior to the expiration of the term thereof pursuant to the terms and conditions set forth herein.
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, Buyer and Seller hereby agree as follows:
1.0 Definitions. Capitalized terms not defined herein shall have the meanings set forth in the Termination Agreement.
2.0 Base Contract Termination Date. Buyer and Seller hereby acknowledge and agree that the Base Contract and any Confirmations that are in effect shall have no further force and effect as of 9:59 a.m. EST on January 1, 2004 (the "Termination Date") without further notice or action required by Buyer or Seller and without penalty to either Buyer or Seller, provided that the rights of Seller and Buyer under Section 14.3 of the Base Contract, the obligations of Seller and Buyer to make payments that have accrued under the Base Contract prior to termination, the obligation of Seller to indemnify Buyer and Buyer to indemnify Seller, pursuant thereto and the rights and obligations of Seller and Buyer under Section 13.3, Article IV and Article XX of the Base Contract (to the extent necessary to administer the foregoing provisions of the Base Contract following such termination) shall survive the termination of the Base Contract.
3.0 Release. Except as provided in Section 2.0 hereof, each Party (the "Releasing Party"), on behalf of itself and any and all of its predecessors and successors in interest to the Base Contract and any Confirmations that are in effect and the mutual rights and obligations thereunder or contemplated therein, HEREBY RELEASES AND FOREVER DISCHARGES AND COVENANTS NOT TO SUE the other Party (the "Released Party"), and any and all of it respective 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 or with respect to any and all Claims (as hereinafter defined) that the Releasing Party ever had, now has or hereafter can, shall or may have arising out of or in connection with the execution, performance or nonperformance or assignment of the Base Contract and any Confirmations that are in effect and (b) from any and all Claims based on tort, contract or any other theories that the Releasing Party ever had, now has or hereafter can, shall or may have arising out of or in connection with any business or activities of the Released Party relating to the Base Contract and any Confirmations that are in effect. For purposes of this Release, "Claims" shall mean all demands, claims, actions or causes of action (whether at law or equity, known or unknown) assessments, losses, damages (including, without limitation, diminution in value), liabilities, costs and expenses (including, without limitation, interest penalties and attorneys' fees and disbursements).
IN WITNESS WHEREOF, Buyer and Seller have executed this Agreement on the date set forth above.
	NORTH JERSEY ENERGY ASSOCIATES, A LIMITED PARTNERSHIP
	By:	Northeast Energy, LP, Its General Partner
	By:	ESI Northeast Energy GP, Inc. Its Administrative General Partner
	By:	NATHAN E. HANSON
		Name: Nathan E. Hanson Title: Director
	TRACTEBEL ENERGY MARKETING, INC.
	By:	SAM HENRY
	Name: Title:	Sam Henry Executive Vice President

EX-10

Exhibit 10.59
TERMINATION AGREEMENT
This Termination Agreement (this "Agreement") is made and entered into on this 23rd day of December, 2003 by and between North Jersey Energy Associates, A Limited Partnership, a New Jersey limited partnership ("Buyer") and FPL Energy Power Marketing, Inc. ("Seller"), each a "Party" and collectively, the "Parties".
WHEREAS, Buyer and Seller are parties to a Base Contract for Sale and Purchase of Natural Gas (the "Base Contract") dated October 2, 2002 pursuant to which Seller sells and Buyer purchases natural gas for a portion the operational needs of Buyer's gas-fired electrical and steam generating plant located in the borough of Sayreville, New Jersey or to satisfy certain obligations of Buyer under a Gas Purchase and Sale Agreement between Buyer and Pubic Service Electric and Gas Company, dated as of May 4, 1989, as amended;
WHEREAS, pursuant to Section 4.2 of the Base Contract, the Base Contract may be terminated by the mutual agreement of the Seller and Buyer; and
WHEREAS, in connection with the restructuring of a power purchase agreement between Buyer and Jersey Central Power & Light Company pursuant to the filing made with the New Jersey Board of Public Utilities on June 24, 2003, Buyer and Seller desire to terminate the Base Contract and any effective Confirmations issued thereunder prior to the expiration of the term thereof pursuant to the terms and conditions set forth herein.
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, Buyer and Seller hereby agree as follows:
1.0 Definitions. Capitalized terms not defined herein shall have the meanings set forth in the Termination Agreement.
2.0 Base Contract Termination Date. Buyer and Seller hereby acknowledge and agree that the Base Contract and any Confirmations that are in effect shall have no further force and effect as of 9:59 a.m. EST on January 1, 2004 (the "Termination Date") without further notice or action required by Buyer or Seller and without penalty to either Buyer or Seller, provided that the rights of Seller and Buyer under Section 14.3 of the Base Contract, the obligations of Seller and Buyer to make payments that have accrued under the Base Contract prior to termination, the obligation of Seller to indemnify Buyer and Buyer to indemnify Seller, pursuant thereto and the rights and obligations of Seller and Buyer under Section 13.3, Article IV and Article XX of the Base Contract (to the extent necessary to administer the foregoing provisions of the Base Contract following such termination) shall survive the termination of the Base Contract.
3.0 Release. As of the Termination Date and except as provided in Section 2.0 hereof, each Party (the "Releasing Party"), on behalf of itself and any and all of its predecessors and successors in interest to the Base Contract and any Confirmations that are in effect and the mutual rights and obligations thereunder or contemplated therein, HEREBY RELEASES AND FOREVER DISCHARGES AND COVENANTS NOT TO SUE the other Party (the "Released Party"), and any and all of it respective 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 or with respect to any and all Claims (as hereinafter defined) that the Releasing Party ever had, now has or hereafter can, shall or may have arising out of or in connection with the execution, performance or nonperformance or assignment of the Base Contract and any Confirmations that are in effe ct and (b) from any and all Claims based on tort, contract or any other theories that the Releasing Party ever had, now has or hereafter can, shall or may have arising out of or in connection with any business or activities of the Released Party relating to the Base Contract and any Confirmations that are in effect. For purposes of this Release, "Claims" shall mean all demands, claims, actions or causes of action (whether at law or equity, known or unknown) assessments, losses, damages (including, without limitation, diminution in value), liabilities, costs and expenses (including, without limitation, interest penalties and attorneys' fees and disbursements).
IN WITNESS WHEREOF, Buyer and Seller have executed this Agreement on the date set forth above.
	NORTH JERSEY ENERGY ASSOCIATES, A LIMITED PARTNERSHIP
	By:	Northeast Energy, LP, Its General Partner
	By:	ESI Northeast Energy GP, Inc. Its Administrative General Partner
	By:	NATHAN E. HANSON
		Name: Nathan E. Hanson Title: Director
	FPL ENERGY POWER MARKETING, INC.
	By:	TERRY L. MORRISON
	Name: Title:	Terry L. Morrison

EX-31

Exhibit 31(a)
ESI TRACTEBEL FUNDING CORP. (the registrant) Rule 13a-14(a)/15d-14(a) Certification
I, Michael L. Leighton, President (equivalent to the Chief Executive Officer) of ESI Tractebel Funding Corp., certify that:
1.	I have reviewed the annual report on Form 10-K for the year ended December 31, 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: March 23, 2004
			MICHAEL L. LEIGHTON
			Michael L. Leighton 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 annual report on Form 10-K for the year ended December 31, 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: March 23, 2004
			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, Michael L. Leighton, President (equivalent to the Chief Executive Officer) of ESI Tractebel Acquisition Corp., certify that:
1.	I have reviewed the annual report on Form 10-K for the year ended December 31, 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: March 23, 2004
			MICHAEL L. LEIGHTON
			Michael L. Leighton 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 annual report on Form 10-K for the year ended December 31, 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: March 23, 2004
			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, Michael L. Leighton, 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 annual report on Form 10-K for the year ended December 31, 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: March 23, 2004
			MICHAEL L. LEIGHTON
			Michael L. Leighton 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 annual report on Form 10-K for the year ended December 31, 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: March 23, 2004
			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, Michael L. Leighton, 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 annual report on Form 10-K for the year ended December 31, 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: March 23, 2004
			MICHAEL L. LEIGHTON
			Michael L. Leighton 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 annual report on Form 10-K for the year ended December 31, 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: March 23, 2004
			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, Michael L. Leighton, 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 annual report on Form 10-K for the year ended December 31, 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: March 23, 2004
			MICHAEL L. LEIGHTON
			Michael L. Leighton 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 annual report on Form 10-K for the year ended December 31, 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: March 23, 2004
			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, Michael L. Leighton, 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 Annual Report on Form 10-K of the registrant for the year ended December 31, 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: March 23, 2004
		MICHAEL L. LEIGHTON
		Michael L. Leighton 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, Michael L. Leighton, 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 Annual Report on Form 10-K of the registrant for the year ended December 31, 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: March 23, 2004
		MICHAEL L. LEIGHTON
		Michael L. Leighton 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, Michael L. Leighton, 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 Annual Report on Form 10-K of the registrant for the year ended December 31, 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: March 23, 2004
		MICHAEL L. LEIGHTON
		Michael L. Leighton 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 Certification
We, Michael L. Leighton, 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 Annual Report on Form 10-K of the registrant for the year ended December 31, 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: March 23, 2004
		MICHAEL L. LEIGHTON
		Michael L. Leighton 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, Michael L. Leighton, 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 Annual Report on Form 10-K of the registrant for the year ended December 31, 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: March 23, 2004
		MICHAEL L. LEIGHTON
		Michael L. Leighton 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).