10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
FORM 10-Q
	[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2004 OR [   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number	Exact name of registrants as specified in their charters, State of Organization, address of principal executive offices and registrants' telephone number	IRS Employer Identification Number
33-87902	ESI TRACTEBEL FUNDING CORP. (a Delaware corporation)	04-3255377
33-87902-02	NORTHEAST ENERGY ASSOCIATES, A LIMITED PARTNERSHIP (a Massachusetts limited partnership)	04-2955642
33-87902-01	NORTH JERSEY ENERGY ASSOCIATES, A LIMITED PARTNERSHIP (a New Jersey limited partnership)	04-2955646
333-52397	ESI TRACTEBEL ACQUISITION CORP. (a Delaware corporation)	65-0827005
333-52397-01	NORTHEAST ENERGY, LP (a Delaware limited partnership)	65-0811248
c/o FPL Energy, LLC 700 Universe Boulevard Juno Beach, Florida 33408 (561) 691-7171
Indicate by check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) have been subject to such filing requirements for the past 90 days. Yes [X] No [   ]
Indicate by check mark whether the registrants are accelerated filers as defined in Rule 12b-2 of the Securities Exchange Act of 1934. Yes  [   ]    No  [X]
APPLICABLE ONLY TO CORPORATE ISSUERS:
As of July 31, 2004, there were issued and outstanding 10,000 shares of ESI Tractebel Funding Corp.'s common stock. As of July 31, 2004, there were issued and outstanding 20 shares of ESI Tractebel Acquisition Corp.'s common stock.
This combined Form 10-Q represents separate filings by ESI Tractebel Funding Corp., Northeast Energy Associates, a limited partnership, North Jersey Energy Associates, a limited partnership, ESI Tractebel Acquisition Corp. and Northeast Energy, LP. Information contained herein relating to an individual registrant is filed by that registrant on its own behalf. Each registrant makes representations only as to itself and makes no representations whatsoever as to any other registrant.

CAUTIONARY STATEMENTS AND RISK FACTORS THAT MAY AFFECT FUTURE RESULTS
In connection with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 (Reform Act), ESI Tractebel Funding Corp. (Funding Corp.), Northeast Energy Associates, a limited partnership (NEA) and North Jersey Energy Associates, a limited partnership (NJEA) (collectively, the Partnerships), ESI Tractebel Acquisition Corp. (Acquisition Corp.) and Northeast Energy, LP (NE LP) (all five entities collectively, the registrants) are hereby filing cautionary statements identifying important factors that could cause the registrants' actual results to differ materially from those projected in forward-looking statements (as such term is defined in the Reform Act) made by or on behalf of the registrants in this combined Form 10-Q, in presentations, in response to questions or otherwise. Any statements that express, or involve discussions as to expectations, beliefs, plans, objectives, assumptions or future events or performance (often, but not always, through the use of words or phrases su ch as "will likely result," "are expected to," "will continue," "is anticipated," "believe," "could," "estimated," "may," "plan," "potential," "projection," "target," "outlook") are not statements of historical facts and may be forward-looking. Forward-looking statements involve estimates, assumptions and uncertainties. Accordingly, any such statements are qualified in their entirety by reference to, and are accompanied by, the following important factors (in addition to any assumptions and other factors referred to specifically in connection with such forward-looking statements) that could cause the registrants' actual results to differ materially from those contained in forward-looking statements made by or on behalf of 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 Public Utility Regulatory Policies Act of 1978, as amended (PURPA), changing governmental policies and regulatory actions, including those of the Federal Energy Regulatory Commission (FERC), with respect to, but not limited to, acquisition and disposal of assets and facilities, and present or prospective competition.
·	The registrants are subject to extensive federal, state and local environmental statutes, rules and regulations relating to air quality, water quality, waste management, natural resources and health and safety that could, among other things, restrict or limit the output of certain facilities or the use of certain fuels required for the production of electricity and/or increase costs. There are significant capital, operating and other costs associated with compliance with these environmental statutes, rules and regulations, and those costs could be even more significant in the future.
·	The registrants operate in a changing market environment influenced by various legislative and regulatory initiatives regarding deregulation, regulation or restructuring of the energy industry, including deregulation of the production and sale of electricity. The registrants will need to adapt to these changes and may face increasing competitive pressure.
·	The Partnerships were developed and operated as qualifying facilities (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. 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 the 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 or contracted levels of output or efficiency. This could result in lost revenues and/or increased expenses. Insurance, warranties or performance guarantees may not cover any or all of the lost revenues or increased expenses, including the cost of replacement power. Breakdown or failure of an operating facility may prevent the facility from performing under applicable power sales agreements which, in certain situations, could result in termination of the agreement or payment of liquidated damages.
·	The registrants use derivative instruments, such as swaps and options, to manage their commodity and financial market risks. The registrants could recognize financial losses as a result of volatility in the market values of these contracts, or if a counterparty fails to perform. In the absence of actively quoted market prices and pricing information from external sources, the valuation of these derivative instruments involves management's judgment or use of estimates. As a result, changes in the underlying assumptions or use of alternative valuation methods could affect the value of the reported fair value of these contracts.
·	In addition to risks discussed elsewhere, risk factors specifically affecting the registrants' success include the ability to efficiently operate generating assets, the successful and timely completion of project restructuring activities, the price and supply of fuel, transmission constraints, competition from new sources of generation, excess generation capacity and demand for power. There can be significant volatility in market prices for fuel, and there are other financial, counterparty and market risks that are beyond the control of the registrants. The registrants' inability or failure to effectively hedge their assets or positions against changes in commodity prices, interest rates, counterparty credit risk or other risk measures could significantly impair their future financial results.
·	The registrants' results of operations can be affected by changes in the weather. Severe weather can be destructive, causing outages and/or property damage, which could require additional costs to be incurred.
·	The registrants are subject to costs and other effects of legal and administrative proceedings, settlements, investigations and claims, as well as the effect of new, or changes in, tax rates or policies, rates of inflation, accounting standards, securities laws or corporate governance requirements.
·	The registrants are subject to direct and indirect effects of terrorist threats and activities. Generation and transmission facilities, in general, have been identified as potential targets. The effects of terrorist threats and activities include, among other things, terrorist actions or responses to such actions or threats, the inability to generate, purchase or transmit power, the risk of a significant slowdown in growth or a decline in the U.S. economy, delay in economic recovery in the U.S., and the increased cost and adequacy of security and insurance.
·	The registrants' ability to obtain insurance, and the cost of and coverage provided by such insurance, could be affected by national events as well as registrant-specific events.
·	The registrants are substantially leveraged. The ability of the registrants to make interest and principal payments and fund capital expenditures is dependent on the future performance of the Partnerships. Future performance is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond the control of the registrants. The registrants are also subject to restrictive covenants under their debt agreements that will limit the ability to borrow additional funds.
·	All obligations of the Partnerships are non-recourse to the direct and indirect owners of the registrants. Following any default by the Partnerships, security is limited to the owners' economic interests in the Partnerships. The owners have no meaningful revenues other than the distributions they receive from the Partnerships. In the event of default, the ability of the owners to satisfy any obligations will be limited to amounts payable by the Partnerships as distributions.
The issues and associated risks and uncertainties described above are not the only ones the registrants may face. Additional issues may arise or become material as the energy industry evolves. The risks and uncertainties associated with these additional issues could impair the registrants' businesses in the future.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

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

						June 30, 2004		December 31, 2003
ASSETS
Current assets:
	Cash and cash equivalents					$	36,430	$	58,907
	Accounts receivable						33,652		33,957
	Due from related party						2,876		3,237
	Spare parts inventories						4,858		3,055
	Fuel inventories						5,679		10,362
	Prepaid expenses and other current assets						12,867		2,784
				Total current assets			96,362		112,302
Non-current assets:
		Deferred debt issuance costs (net of accumulated amortization of $3,952 and $3,666, respectively)					3,008		3,294
		Land					4,712		4,712
		Cogeneration facilities and carbon dioxide facility (net of accumulated depreciation of $136,240 and $128,494, respectively)					383,847		391,047
		Power purchase agreements (net of accumulated amortization of $351,605 and $318,743, respectively)					563,339		596,201
		Other assets					46,892		9,663
					Total non-current assets		1,001,798		1,004,917
TOTAL ASSETS						$	1,098,160	$	1,117,219
LIABILITIES AND PARTNERS' EQUITY
Current liabilities:
	Current portion of notes payable - the Funding Corp.					$	36,956	$	28,564
	Current portion of notes payable - the Acquisition Corp.						8,800		8,800
	Current portion of note payable - affiliate						2,754		2,605
	Accrued interest payable						-		48
	Accounts payable						8,151		13,356
	Due to related parties						19,283		13,958
	Other accrued expenses						17,280		10,890
			Total current liabilities				93,224		78,221
Non-current liabilities:
		Deferred credit - fuel contracts					-		108,274
		Notes payable - the Funding Corp.					300,976		323,650
		Notes payable - the Acquisition Corp.					189,200		193,600
		Note payable - affiliate					22,170		23,583
		Energy bank and other liabilities					104,481		108,582
		Lease payable					740		815
					Total non-current liabilities		617,567		758,504
COMMITMENTS AND CONTINGENCIES
Partners' equity:
	General partners						7,589		5,431
	Limited partners						378,766		273,044
	Accumulated other comprehensive income						1,014		2,019
			Total partners' equity				387,369		280,494
TOTAL LIABILITIES AND PARTNERS' EQUITY						$	1,098,160	$	1,117,219

This report should be read in conjunction with the Notes to Condensed Consolidated Financial Statements herein and the Notes to Consolidated and Combined Financial Statements appearing in the combined Annual Report on Form 10-K for the fiscal year ended December 31, 2003 (2003 Form 10-K) for NE LP and Subsidiaries.

NORTHEAST ENERGY, LP (A PARTNERSHIP) AND SUBSIDIARIES

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

					Three Months Ended June 30,					Six Months Ended June 30,
				2004			2003				2004			2003
REVENUES				$	82,740		$	99,297		$	201,856		$	207,518
COSTS AND EXPENSES (INCOME):
	Fuel				37,648			48,444			70,286			103,262
	Operations and maintenance				4,820			3,744			8,253			7,105
	Depreciation and amortization				20,551			19,443			40,647			38,692
	General and administrative				1,939			2,133			3,893			4,752
	Gain on energy bank settlement				-			-			-			(11,112	)
		Net gain on restructuring of contracts			-			-			(103,176	)		-
			Total costs and expenses		64,958			73,764			19,903			142,699
OPERATING INCOME					17,782			25,533			181,953			64,819
OTHER EXPENSE (INCOME):
		Amortization of debt issuance costs			143			150			286			298
		Interest expense			15,071			16,396			30,298			32,824
		Interest expense - affiliate			562			-			1,119			-
		Interest income			(101	)		(253	)		(191	)		(378	)
		Other (income)/expense			54			(96	)		896			(201	)
			Total other expense - net		15,729			16,197			32,408			32,543
NET INCOME				$	2,053		$	9,336		$	149,545		$	32,276

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

			Six Months Ended June 30,
				2004			2003
NET CASH PROVIDED BY OPERATING ACTIVITIES			$	39,658		$	21,648
CASH FLOWS FROM INVESTING ACTIVITIES:
	Capital expenditures			(524	)		-
		Net cash used in investing activities		(524	)		-
CASH FLOWS FROM FINANCING ACTIVITIES:
	Principal payment on the Funding Corp. notes			(14,282	)		(11,909	)
	Principal payment on the Acquisition Corp. note			(4,400	)		(4,400	)
	Principal payment on the affiliate note			(1,264	)		-
	Distributions to partners			(41,665	)		(5,504	)
		Net cash used in financing activities		(61,611	)		(21,813	)
Net decrease in cash and cash equivalents				(22,477	)		(165	)
Cash and cash equivalents at beginning of period				58,907			45,878
Cash and cash equivalents at end of period			$	36,430		$	45,713
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
	Cash paid for interest		$	24,885		$	26,346
	Cash paid for interest - affiliate		$	1,119		$	-

This report should be read in conjunction with the Notes to Condensed Consolidated Financial Statements herein and the Notes to Consolidated and Combined Financial Statements appearing in the 2003 Form 10-K for NE LP and Subsidiaries.

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

						June 30, 2004		December 31, 2003
ASSETS
Current assets:
	Cash and cash equivalents					$	36,066	$	58,092
	Accounts receivable						33,647		33,944
	Due from related party						2,876		3,237
	Spare parts inventories						4,858		3,055
	Fuel inventories						5,679		10,362
	Prepaid expenses and other current assets						12,867		2,784
				Total current assets			95,993		111,474
Non-current assets:
		Land					4,712		4,712
		Cogeneration facilities and carbon dioxide facility (net of accumulated depreciation of $136,240 and $128,494, respectively)					383,847		391,047
		Power purchase agreements (net of accumulated amortization of $351,605 and $318,743, respectively)					563,339		596,201
		Other assets					46,892		9,663
					Total non-current assets		998,790		1,001,623
TOTAL ASSETS						$	1,094,783	$	1,113,097
LIABILITIES AND PARTNERS' EQUITY
Current liabilities:
	Current portion of notes payable - the Funding Corp.					$	36,956	$	28,564
	Accounts payable						8,151		13,356
	Due to related parties						19,182		13,635
	Other accrued expenses						17,280		10,890
			Total current liabilities				81,569		66,445
Non-current liabilities:
		Deferred credit - fuel contracts					-		108,274
		Notes payable - the Funding Corp.					300,976		323,650
		Energy bank and other liabilities					104,329		108,430
		Lease payable					740		815
					Total non-current liabilities		406,045		541,169
COMMITMENTS AND CONTINGENCIES
Partners' equity:
	General partners						6,062		5,035
	Limited partners						600,093		498,429
	Accumulated other comprehensive income						1,014		2,019
			Total partners' equity				607,169		505,483
TOTAL LIABILITIES AND PARTNERS' EQUITY						$	1,094,783	$	1,113,097

This report should be read in conjunction with the Notes to Condensed Combined Financial Statements herein and the Notes to Consolidated and Combined Financial Statements appearing in the 2003 Form 10-K for NEA and NJEA.

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

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

					Three Months Ended June 30,					Six Months Ended June 30,
				2004			2003			2004			2003
REVENUES				$	82,826		$	99,536		$	201,992		$	207,757
COSTS AND EXPENSES (INCOME):
	Fuel				37,648			48,444			70,286			103,262
	Operations and maintenance				4,820			3,744			8,253			7,105
	Depreciation and amortization				20,551			19,443			40,647			38,692
	General and administrative				1,939			2,129			3,893			4,748
	Gain on energy bank settlement				-			-			-			(11,112	)
		Net gain on restructuring of contracts			-			-			(103,176	)		-
			Total costs and expenses		64,958			73,760			19,903			142,695
OPERATING INCOME					17,868			25,776			182,089			65,062
OTHER EXPENSE (INCOME):
		Interest expense			11,027			12,099			22,257			24,308
		Interest income			(89	)		(232	)		(179	)		(357	)
		Other (income)/expense			54			(101	)		896			(209	)
			Total other expense - net		10,992			11,766			22,974			23,742
NET INCOME				$	6,876		$	14,010		$	159,115		$	41,320

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

			Six Months Ended June 30,
			2004			2003
NET CASH PROVIDED BY OPERATING ACTIVITIES			$	49,204		$	41,260
CASH FLOWS FROM INVESTING ACTIVITIES:
	Capital expenditures			(524	)		-
		Net cash used in investing activities		(524	)		-
CASH FLOWS FROM FINANCING ACTIVITIES:
	Principal payment on the Funding Corp. notes			(14,282	)		(11,909	)
	Distributions to partners			(56,424	)		(29,516	)
		Net cash used in financing activities		(70,706	)		(41,425	)
Net decrease in cash and cash equivalents				(22,026	)		(165	)
Cash and cash equivalents at beginning of period				58,092			44,943
Cash and cash equivalents at end of period			$	36,066		$	44,778
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
	Cash paid for interest		$	16,799		$	17,909
SUPPLEMENTAL SCHEDULE OF NONCASH FINANCING ACTIVITIES:
	Assumption of liability by parent company		$	-		$	11,112

This report should be read in conjunction with the Notes to Condensed Combined Financial Statements herein and the Notes to Consolidated and Combined Financial Statements appearing in the 2003 Form 10-K for NEA and NJEA.

ESI TRACTEBEL FUNDING CORP.

CONDENSED BALANCE SHEETS
(Thousands of Dollars)
(Unaudited)

			June 30, 2004		December 31, 2003
ASSETS
Current assets:
	Cash		$	1	$	1
	Current portion of notes receivable from the Partnerships			36,956		28,564
		Total current assets		36,957		28,565
Notes receivable from the Partnerships				300,976		323,650
TOTAL ASSETS			$	337,933	$	352,215
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
	Current portion of debt securities payable		$	36,956	$	28,564
Debt securities payable				300,976		323,650
COMMITMENTS AND CONTINGENCIES
Stockholders' equity:
	Common stock, no par value, 10,000 shares authorized, issued and outstanding			1		1
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY			$	337,933	$	352,215

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

	Three Months Ended June 30,						Six Months Ended June 30,
	2004			2003			2004			2003
Interest income	$	8,399		$	8,954		$	16,799		$	17,909
Interest expense		(8,399	)		(8,954	)		(16,799	)		(17,909	)
NET INCOME	$	-		$	-		$	-		$	-

These reports should be read in conjunction with the Notes to Condensed Financial Statements herein and the Notes to Financial Statements appearing in the 2003 Form 10-K for the Funding Corp.

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

			Six Months Ended June 30,
			2004			2003
NET CASH PROVIDED BY OPERATING ACTIVITIES			$	-		$	-
CASH FLOWS FROM INVESTING ACTIVITIES:
	Principal payment received from the Partnerships			14,282			11,909
		Net cash provided by investing activities		14,282			11,909
CASH FLOWS FROM FINANCING ACTIVITIES:
	Principal payment on debt			(14,282	)		(11,909	)
		Net cash used in financing activities		(14,282	)		(11,909	)
Net increase in cash				-			-
Cash at beginning of period				1			1
Cash at end of period			$	1		$	1
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
	Cash paid for interest		$	16,799		$	17,909

These reports should be read in conjunction with the Notes to Condensed Financial Statements herein and the Notes to Financial Statements appearing in the 2003 Form 10-K for the Funding Corp.

ESI TRACTEBEL ACQUISITION CORP.

CONDENSED BALANCE SHEETS
(Thousands of Dollars)
(Unaudited)

				June 30, 2004		December 31, 2003
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				189,200		193,600
			Total non-current assets		189,352		193,752
TOTAL ASSETS				$	198,152	$	202,552
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
	Income taxes payable			$	29	$	27
	Current portion of debt securities payable				8,800		8,800
		Total current liabilities			8,829		8,827
Non-current liabilities:
	Debt securities payable				189,200		193,600
	Other				66		72
			Total non-current liabilities		189,266		193,672
TOTAL LIABILITIES					198,095		202,499
COMMITMENTS AND CONTINGENCIES
Stockholders' equity:
	Common stock, $.10 par value, 100 shares authorized, 20 shares issued and outstanding				-		-
	Retained earnings				57		53
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY				$	198,152	$	202,552

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

	Three Months Ended June 30,						Six Months Ended June 30,
	2004			2003			2004			2003
Interest income	$	4,043		$	4,218		$	8,086		$	8,437
Interest expense		(4,040	)		(4,215	)		(8,080	)		(8,431	)
Income before income taxes		3			3			6			6
Income tax expense		(1	)		(1	)		(2	)		(2	)
NET INCOME	$	2		$	2		$	4		$	4

These reports should be read in conjunction with the Notes to Condensed Financial Statements herein and the Notes to Financial Statements appearing in the 2003 Form 10-K for the Acquisition Corp.

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

			Six Months Ended June 30,
			2004			2003
NET CASH PROVIDED BY OPERATING ACTIVITIES			$	-		$	-
CASH FLOWS FROM INVESTING ACTIVITIES:
	Principal payment received from NE LP			4,400			4,400
		Net cash provided by investing activities		4,400			4,400
CASH FLOWS FROM FINANCING ACTIVITIES:
	Principal payment on debt			(4,400	)		(4,400	)
		Net cash used in financing activities		(4,400	)		(4,400	)
Net increase in cash				-			-
Cash at beginning of period				-			-
Cash at end of period			$	-		$	-
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
	Cash paid for interest		$	8,086		$	8,437

These reports should be read in conjunction with the Notes to Condensed Financial Statements herein and the Notes to Financial Statements appearing in the 2003 Form 10-K for the Acquisition Corp.

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

The accompanying Condensed Consolidated Financial Statements, Condensed Combined Financial Statements and Condensed Financial Statements should be read in conjunction with the 2003 Form 10-K for the registrants. In the opinion of the registrants' management, all adjustments (consisting of normal recurring accruals) considered necessary for fair financial statement presentation have been made. Certain amounts included in the prior year's consolidated and combined financial statements have been reclassified to conform to the current year's presentation. The results of operations for an interim period generally will not give a true indication of results for the year.

1. Combined Statement of Partners' Equity

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

	NEA						NJEA						Combined
	GP		LP		Total		GP		LP		Total		GP		LP		Total
	(Thousands of Dollars)
Balances, December 31, 2003	$	1,717	$	170,049	$	171,766	$	3,318	$	328,380	$	331,698	$	5,035	$	498,429	$	503,464	(a)
Balances, June 30, 2004	$	2,663	$	263,709	$	266,372	$	3,399	$	336,384	$	339,783	$	6,062	$	600,093	$	606,155	(b)

(a)	Exclusive of accumulated other comprehensive income of $2,019.
(b)	Exclusive of accumulated other comprehensive income of $1,014.

2. Accounting for Derivative Instruments and Hedging Activities

Accumulated other comprehensive income is separately displayed in NE LP's and the Partnerships' balance sheets. Included in NE LP's and the Partnerships' accumulated other comprehensive income at June 30, 2004 is approximately $1.0 million of net unrealized gains associated with cash flow hedges of forecasted fuel purchases through December 2004, all of which are expected to be reclassified into earnings within the next twelve months. NE LP and the Partnerships reclassified a net gain of approximately $0.5 million and $1.0 million into earnings from accumulated other comprehensive income for the three and six months ended June 30, 2004, respectively. The effective portion of the net gain/loss on cash flow hedges included within other comprehensive income was a net gain of approximately $20 thousand and approximately $6.4 million for the three months ended June 30, 2004 and 2003, respectively. The effective portion of the net gain/loss on cash flow hedges included within other compreh ensive income was a net gain of approximately $28 thousand and approximately $20.2 million for the six months ended June 30, 2004 and 2003, respectively.

Unrealized mark-to-market gains and losses on derivative transactions represent the net unrealized effect of derivative transactions entered into as economic hedges (but which do not qualify for hedge accounting under Statement of Financial Accounting Standards No. (FAS) 133, "Accounting for Derivative Instruments and Hedging Activities," as amended) and the ineffective portion of transactions accounted for as cash flow hedges. These transactions have been entered into to reduce NE LP and the Partnerships' aggregate fuel cost and purchased power price risk. Changes in the derivatives' fair value for power purchases are recognized in revenues and fuel purchases are recognized in fuel expense in NE LP's and the Partnerships' condensed consolidated and combined statements of operations, unless hedge accounting is applied. Derivative instruments when required to be marked to market under FAS 133, as amended, are recorded on NE LP's and the Partnerships' consolidated and combined balance sheets as either an asset or liability (in other current assets, other assets, other accrued expenses and other liabilities) measured at fair value.

All periods presented have been reclassified to reflect the guidance of Emerging Issues Task Force Issue No. (EITF) 03-11 and the SEC staff which were adopted by NE LP and the Partnerships effective October 1, 2003. This guidance relates to the reporting of realized gains and losses on derivative contracts and on the realized and unrealized effects of derivative instruments not accounted for as hedges.

The changes in the fair value of NE LP's and the Partnerships' derivative instruments for the three and six months ended June 30, 2004 were as follows:

	Hedges on Owned Assets
	Unrealized Gains			OCI			Total
			(thousands of dollars)
Three months ended June 30, 2004
Fair value of contracts outstanding at March 31, 2004	$	36,010		$	1,581		$	37,591
Reclassification to realized at settlement of contracts		-			(528	)		(528	)
Effective portion of changes in fair value recorded in OCI		-			20			20
Ineffective portion of changes in fair value recorded in earnings		-			(61	)		(61	)
Changes in fair value excluding reclassification to realized		7,044			-			7,044
Total mark-to-market net assets at June 30, 2004	$	43,054		$	1,012		$	44,066

	Hedges on Owned Assets
	Unrealized Gains		OCI			Total
	(thousands of dollars)
Six months ended June 30, 2004
Fair value of contracts outstanding at December 31, 2003	$	-	$	2,066		$	2,066
Reclassification to realized at settlement of contracts		-		(1,033	)		(1,033	)
Effective portion of changes in fair value recorded in OCI		-		28			28
Ineffective portion of changes in fair value recorded in earnings		-		(49	)		(49	)
Changes in fair value excluding reclassification to realized		43,054		-			43,054
Total mark-to-market net assets at June 30, 2004	$	43,054	$	1,012		$	44,066

NE LP's and the Partnerships' total mark-to-market net assets at June 30, 2004 shown above are included in the consolidated and combined balance sheets as follows:

		June 30, 2004
	(thousands of dollars)
Prepaid expenses and other current assets		$	10,398
Other assets			33,668
Total mark-to-market net assets at June 30, 2004		$	44,066

3. Comprehensive Income

Comprehensive income below includes net income and net unrealized gains (losses) on cash flow hedges of forecasted fuel purchases for both NE LP and the Partnerships of approximately $0.5 million and $0.5 million for the three months ended June 30, 2004 and 2003, respectively, and approximately $1.0 million and $8.1 million for the six months ended June 30, 2004 and 2003, respectively.

	Three Months Ended June 30,				Six Months Ended June 30,
	2004		2003		2004		2003
	(thousands of dollars)
NE LP	$	1,545	$	9,812	$	148,540	$	40,386
The Partnerships	$	6,368	$	14,486	$	158,110	$	49,430

4. Commitments and Contingencies

The long-term contractual obligations of NE LP and the Partnerships at June 30, 2004 were as follows:

NE LP AND THE PARTNERSHIPS
June 30, 2004
(Thousands of Dollars)

			2004(a)		2005 - 06		2007 - 08		Thereafter		Total
The Partnerships:
	Long-term debt(b)		$	30,416	$	153,353	$	141,872	$	134,993	$	460,634
	Operating leases			132		558		606		1,086		2,382
	Other long-term obligations:
	Energy bank liability			-		-		-		91,487		91,487
	Administrative agreement(c)			300		1,200		1,200		5,400		8,100
	O&M agreement(c)			750		3,000		3,000		10,500		17,250
	Fuel management agreement(c)			450		1,800		1,800		12,600		16,650
	Steam sales termination agreement(d)			2,075		8,302		4,151		-		14,528
Total Partnerships				34,123		168,213		152,629		256,066		611,031
NE LP:
	Acquisition Corp. debt(b)			12,310		51,795		68,785		148,606		281,496
	Affiliate debt(b)			2,382		9,530		9,530		11,912		33,354
Total NE LP				14,692		61,325		78,315		160,518		314,850
Total contractual obligations			$	48,815	$	229,538	$	230,944	$	416,584	$	925,881
(a)		Represents contractual obligations as of June 30, 2004 for the remainder of the year.
(b)		Includes principal and interest.
(c)		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 included in the table.
(d)		Represents the gross amount due under the agreement. Approximately $0.8 million is reimbursed annually under the terms of the amended and restated power purchase agreement.

5. Power Purchase Agreements, Fuel Supply Agreements and Steam 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. In connection with this agreement, NJEA entered into two off-peak power purchase contracts with FPL Energy, LLC's power marketing subsidiary, FPL Energy Power Marketing, Inc. (PMI) and Tractebel Energy Marketing, Inc. (TEMI), which were effective in January 2004, each for the purchase of up to 125 megawatts (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 f ixed 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. Total power purchased under these contracts for the three and six months ended June 30, 2004 was $6.2 million and $13.6 million, respectively.

In order to hedge the Partnerships' exposure to natural gas prices relating to the amended and restated power purchase agreement, a Partial Termination Agreement between NEA and one of its fuel suppliers became effective in January 2004. Prior to the partial termination, the supplier provided 35,418 mmbtu/day to NEA, and now supplies 12,507 mmbtu/day or approximately 21% of NEA's daily fuel requirements, at a fixed price. The reduction in NEA's volume of fixed price 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 minimized. The partial termination resulted in the fuel supplier paying the partnership $5.0 million, the 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 recognition of a $115.1 million gain. Due to the lack of specific accounting guidance, when a contract obtained as part of an acquisition (acquired contract) is restructured, NE LP and the Partnerships analogize to Emerging Issues Task Force (EITF) Issue No. 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 an acquired 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 in the statement of operations. If an acquired 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.

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. Fuel purchased under agreements between NEA and PMI and TEMI were $15.7 million and $36.6 million, respectively, for the three and six months ended June 30, 2004.

In connection with the amended and restated power purchase agreement, in March 2004, NJEA exercised its option to terminate its steam sales contract since the NJEA facility is no longer operating as a base load facility. This resulted in the recognition of an $11.9 million loss representing the net present value of future payments to the steam offtaker. Under the terms of the termination agreement NJEA will no longer supply steam to the steam offtaker and NJEA is obligated to pay the offtaker a monthly fee of approximately $0.4 million through December 2007.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

This discussion should be read in conjunction with the Notes to Condensed Consolidated Financial Statements, Notes to Condensed Combined Financial Statements and Notes to Condensed Financial Statements contained herein (the Notes) and Management's Discussion and Analysis of Financial Condition and Results of Operations appearing in the 2003 Form 10-K for the registrants. All periods presented have been reclassified to reflect the guidance of Emerging Issues Task Force Issue No. (EITF) 03-11 and the SEC staff which were adopted by NE LP and the Partnerships effective October 1, 2003. This guidance relates to the reporting of realized gains and losses on derivative contracts and on the realized and unrealized effects of derivative instruments not accounted for as hedges. The results of operations for an interim period may not give a true indication of results for the year. In the following discussion, all comparisons are with the corresponding items in the prior year period.

Results of Operations

NE LP and the Partnerships - The net income for NE LP and the Partnerships for the three months ended June 30, 2004 was $2.1 million compared to $9.3 million for the same period in 2003 which includes the combined Partnerships' net income for the three months ended June 30, 2004 of $6.9 million compared to $14.0 million for the same period in 2003. The net income for the six months ended June 30, 2004 was $149.5 million compared to $32.3 million for the same period in 2003 which includes the Partnerships' combined net income for the six months ended June 30, 2004 of $159.1 million compared to $41.3 million for the same period in 2003. Net income reflects the following items which increased (decreased) reported results:

	Three Months Ended June 30,					Six Months Ended June 30,
	2004		2003			2004		2003
	(in thousands)
Net gain on restructuring of contracts	$	- -	$	- -		$	103,176	$	- -
Unrealized gains (losses) on derivative instruments	$	7,044	$	(861	)	$	43,054	$	(3,428	)
Gain on energy bank settlement	$	-	$	-		$	-	$	11,112

NE LP and the Partnerships' management uses earnings excluding these items (adjusted earnings) internally for financial planning, analysis of performance and reporting of results to partners. Management of NE LP and the Partnerships believes adjusted earnings provide a more meaningful representation of the registrants' fundamental earnings power. Although the excluded items are properly included in the determination of net income in accordance with generally accepted accounting principles in the United States of America, both the size and nature of such items make period to period comparisons of operations difficult and potentially confusing.

The net gain on restructurings of contracts in the first six months of 2004 consisted of a gain of $115.1 million recognized on the effective date of a partial termination agreement between NEA and one of its fuel suppliers, partially offset by a loss of $11.9 million recognized on the exercise date of NJEA's option to terminate its steam sales contract.

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, NJEA entered into two off-peak power purchase contracts with PMI and TEMI, which were effective in January 2004, 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 order to hedge the Partnerships' exposure to natural gas prices relating to the amended and restated power purchase agreement, a Partial Termination Agreement between NEA and one of its fuel suppliers became effective in January 2004. Prior to the partial termination, the supplier provided 35,418 mmbtu/day to NEA, and now supplies 12,507 mmbtu/day or approximately 21% of NEA's daily fuel requirements, at a fixed price. The reduction in NEA's volume of fixed price 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 minimized. The partial termination resulted in the fuel supplier paying the partnership $5.0 million, the 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 recognition of a $115.1 million gain.

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.

In connection with the amended and restated power purchase agreement, in March 2004, NJEA exercised its option to terminate its steam sales contract since the NJEA facility is no longer operating as a base load facility. This resulted in the recognition of an $11.9 million loss representing the net present value of future payments to the steam offtaker. Under the terms of the termination agreement NJEA will no longer supply steam to the steam offtaker and NJEA is obligated to pay the offtaker a monthly fee of approximately $0.4 million through December 2007.

Revenue decreased for the three months ended June 30, 2004 compared to the same period in 2003 primarily due to lower revenues of $11.2 million resulting from a planned outage at the NEA facility and net purchased power of $9.8 million, partially offset by an unrealized gain on derivative instruments of approximately $7.0 million due to an increase in forward power prices and favorable pricing under one of the power purchase agreements resulting from higher fuel costs. NE LP revenues for the three months ended June 30, 2004 and 2003 were comprised of $82.4 million and $98.4 million of power sales to utilities and $0.3 million and $0.9 million of steam sales, respectively. Partnerships' revenues for the three months ended June 30, 2004 and 2003 were comprised of $82.5 million and $98.6 million of power sales to utilities and $0.3 million and $0.9 million of steam sales, respectively. Power sales to utilities for NE LP and the Partnerships for the three months ended June 30, 2004 and 2 003 reflect a decrease in utility energy bank balances which increased reported revenues by $7.9 million and $7.2 million, respectively. The decrease in the energy bank balances is determined in accordance with scheduled or specified rates under a certain power purchase agreement.

Fuel expense for the three months ended June 30, 2004 compared to the same period in 2003 decreased primarily as a result of the amended and restated power purchase agreement between NJEA and a New Jersey utility and the planned outage at the NEA facility. Under the terms of the power purchase agreement, NJEA has the option to supply power from the market rather than the NJEA facility. This resulted in a decrease in fuel expense of $19.9 million while the planned outage at the NEA facility resulted in a decrease of $9.7 million. This decrease was partially offset by an increase in the price of market gas of $14.0 million. Fuel costs for the three months ended June 30, 2003 were partly offset by $3.7 million of deferred credit amortization for fuel contracts which were terminated in August 2003 and January 2004.

Revenue decreased for the six months ended June 30, 2004 compared to the same period in 2003 primarily due to lower revenues of $12.6 million resulting from a planned outage at the NEA facility, net purchased power of $32.2 million and unfavorable pricing under one of the power purchase agreements due to lower fuel costs, partially offset by the unrealized gain on derivative instruments of $43.0 million due to an increase in forward power prices, and a decrease in utility energy bank balances of $4.0 million. NE LP revenues for the six months ended June 30, 2004 and 2003 were comprised of $201.3 million and $205.9 million of power sales to utilities and $0.6 million and $1.6 million of steam sales, respectively. Partnerships' revenues for the six months ended June 30, 2004 and 2003 were comprised of $201.4 million and $206.2 million of power sales to utilities and $0.6 million and $1.6 million of steam sales, respectively. Power sales to utilities for the six months ended June 30, 2004 an d 2003 reflect a decrease in utility energy bank balances which increased reported revenues by $18.5 million and $14.5 million, respectively.

Fuel expense decreased for the six months ended June 30, 2004 compared to the same period in 2003 primarily as a result of the amended and restated power purchase agreement as discussed above and planned and unplanned outages at the NEA facility. By supplying power from the market rather than the NJEA facility, fuel expense decreased $49.4 million while the outages at the NEA facility resulted in a decrease of $7.1 million to fuel expense. This decrease was partially offset by the increased cost of market priced gas of $28.7 million and $11.6 million of financial instrument settlements not recurring in 2004. Fuel costs for the six months ended June 30, 2003 were partly offset by $7.4 million of deferred credit amortization for fuel contracts which were terminated in August 2003 and January 2004.

Depreciation and amortization expense increased for the three and six months ended June 30, 2004 compared to the same periods in 2003 primarily due to additional capital expenditures associated with planned outages.

Interest expense for NE LP and the Partnerships decreased as a result of decreasing principal balances on their outstanding debt to the Acquisition Corp. and Funding Corp., respectively.

On March 31, 2003, an energy bank was terminated resulting in an $11.1 million gain for NEA. In connection with the termination, the energy bank balance of $22.2 million was eliminated, and NE LP paid approximately $11.1 million plus interest in June 2003.

The Funding Corp. and the Acquisition Corp. - Both the Funding Corp. and the Acquisition Corp. use interest income and principal payments received from the notes receivable from the Partnerships and NE LP, respectively, to make scheduled interest and principal payments on their outstanding debt. Both entities are scheduled to make semi-annual principal and interest payments on June 30 and December 30. On June 30, 2004, the Funding Corp. and the Acquisition Corp. made the scheduled debt service payments. Interest expense for both the Funding Corp. and Acquisition Corp. decreased in 2004 as a result of decreasing principal balances on their outstanding debt.

Liquidity and Capital Resources

NE LP and the Partnerships - The increases in net cash provided by operating activities for NE LP and the Partnerships for the six months ended June 30, 2004 compared to the six months ended June 30, 2003 were primarily due to lower operating costs incurred in 2004 as a result of NJEA's amended and restated power purchase agreement discussed above and a decrease in interest payments on the debt.

Each of NE LP and the Partnerships make scheduled interest and principal payments on their outstanding debt. Each are scheduled to make semi-annual principal and interest payments on June 30 and December 30. On June 30, 2004, NE LP and the Partnerships made the scheduled debt service payments.

NE LP and the Partnerships' long-term contractual obligations at June 30, 2004 are shown in Note 4.

Guarantees in the amount of $5.0 million each were made by a subsidiary of FPL Group and a subsidiary of Tractebel, Inc. The guarantor unconditionally and irrevocably guarantees the payments to be made under the amended long-term gas supply agreement executed in December 2003 between NJEA and a fuel supplier.

Market Risk Sensitivity

Commodity price risk - The prices received by the Partnerships for power sales under their long-term contracts do not move precisely in tandem with the prices paid by the Partnerships for natural gas. To 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 th e purchased call options.

The Partnerships use a value-at-risk (VaR) model to measure market risk in their mark-to-market portfolios. The VaR is the estimated nominal loss of market value based on a one-day holding period at a 95% confidence level using historical simulation methodology. As of June 30, 2004 and December 31, 2003, the VaR figures for hedges in Accumulated Other Comprehensive Income (in thousands) are as follows:

December 31, 2003	$	46
June 30, 2004	$	2,423
Average for the six months ended June 30, 2004	$	1,276

Item 3. Quantitative and Qualitative Disclosures About Market Risk
See Management's Discussion and Analysis of Financial Condition and Results of Operations - Market Risk Sensitivity.
Item 4. Controls and Procedures
(a)	Evaluation of Disclosure Controls and Procedures
	As of June 30, 2004, each of the registrants had performed an evaluation, under the supervision and with the participation of its management, including the chief executive officer and chief financial officer of each of the registrants, or their equivalent (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 of each of the registrants 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. The registrants have a Disclosure Committee, which is made up of several key management employees and reports directly to the Principal Officers of each of the registrants to monitor and evaluate these disclosure controls and procedures. 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
	The registrants are continuously seeking to improve the efficiency and effectiveness of their operations and of their internal controls. This results in refinements to processes. However, 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 II - OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

(a)	Exhibits
	Exhibit Number	Description
	10(1)	Amended and Restated Gas Purchase and Sales Agreement dated as of March 26, 2004 between NJEA and Public Service Electric and Gas Company
	31(a)	Rule 13a-14(a)/15d-14(a) Certification of President (equivalent to the Chief Executive Officer) of ESI Tractebel Funding Corp.
	31(b)	Rule 13a-14(a)/15d-14(a) Certification of Treasurer (equivalent to the Chief Financial Officer) of ESI Tractebel Funding Corp.
	31(c)	Rule 13a-14(a)/15d-14(a) Certification of President (equivalent to the Chief Executive Officer) of ESI Tractebel Acquisition Corp.
	31(d)	Rule 13a-14(a)/15d-14(a) Certification of Treasurer (equivalent to the Chief Financial Officer) of ESI Tractebel Acquisition Corp.
	31(e)	Rule 13a-14(a)/15d-14(a) Certification of President (equivalent to the Chief Executive Officer) of ESI Northeast Energy GP, Inc. as Administrative General Partner of Northeast Energy Associates, a limited partnership
	31(f)	Rule 13a-14(a)/15d-14(a) Certification of Vice President and Treasurer (equivalent to the Chief Financial Officer) of ESI Northeast Energy GP, Inc. as Administrative General Partner of Northeast Energy Associates, a limited partnership
	31(g)	Rule 13a-14(a)/15d-14(a) Certification of President (equivalent to the Chief Executive Officer) of ESI Northeast Energy GP, Inc. as Administrative General Partner of North Jersey Energy Associates, a limited partnership
	31(h)	Rule 13a-14(a)/15d-14(a) Certification of Vice President and Treasurer (equivalent to the Chief Financial Officer) of ESI Northeast Energy GP, Inc. as Administrative General Partner of North Jersey Energy Associates, a limited partnership
	31(i)	Rule 13a-14(a)/15d-14(a) Certification of President (equivalent to the Chief Executive Officer) of ESI Northeast Energy GP, Inc. as Administrative General Partner of Northeast Energy, LP
	31(j)	Rule 13a-14(a)/15d-14(a) Certification of Vice President and Treasurer (equivalent to the Chief Financial Officer) of ESI Northeast Energy GP, Inc. as Administrative General Partner of Northeast Energy, LP
	32(a)	Section 1350 Certification of President (equivalent to the Chief Executive Officer) and Treasurer (equivalent to the Chief Financial Officer) of ESI Tractebel Funding Corp.
	32(b)	Section 1350 Certification of President (equivalent to the Chief Executive Officer) and Treasurer (equivalent to the Chief Financial Officer) of ESI Tractebel Acquisition Corp.
	32(c)	Section 1350 Certification of President (equivalent to the Chief Executive Officer) and Vice President and Treasurer (equivalent to the Chief Financial Officer) of ESI Northeast Energy GP, Inc. as Administrative General Partner of Northeast Energy Associates, a limited partnership
	32(d)	Section 1350 Certification of President (equivalent to the Chief Executive Officer) and Vice President and Treasurer (equivalent to the Chief Financial Officer) of ESI Northeast Energy GP, Inc. as Administrative General Partner of North Jersey Energy Associates, a limited partnership
	32(e)	Section 1350 Certification of President (equivalent to the Chief Executive Officer) and Vice President and Treasurer (equivalent to the Chief Financial Officer) of ESI Northeast Energy GP, Inc. as Administrative General Partner of Northeast Energy, LP
(b)	Reports on Form 8-K - None.

SIGNATURES

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

	NORTHEAST ENERGY ASSOCIATES, A LIMITED PARTNERSHIP (ESI Northeast Energy GP, Inc. as Administrative General Partner) NORTH JERSEY ENERGY ASSOCIATES, A LIMITED PARTNERSHIP (ESI Northeast Energy GP, Inc. as Administrative General Partner) NORTHEAST ENERGY, LP (ESI Northeast Energy GP, Inc. as Administrative General Partner) ESI TRACTEBEL FUNDING CORP. ESI TRACTEBEL ACQUISITION CORP. (Registrants)
Date: August 10, 2004
	MARK R. SORENSEN
	Mark R. Sorensen Vice President and Treasurer of ESI Northeast Energy GP, Inc. Treasurer of ESI Tractebel Funding Corp. Treasurer of ESI Tractebel Acquisition Corp. (Principal Financial and Principal Accounting Officer of the Registrants)

EX-10

Exhibit 10(a)

AMENDED AND RESTATED
GAS PURCHASE AND SALES AGREEMENT



BETWEEN



NORTH JERSEY ENERGY ASSOCIATES



AND



PUBLIC SERVICE ELECTRIC AND GAS COMPANY

TABLE OF CONTENTS
	Page
ARTICLE I - DEFINITIONS	1
ARTICLE II - [RESERVED]	3
ARTICLE III - [RESERVED]	3
ARTICLE IV - SERVICE OBLIGATIONS	3
ARTICLE V - [RESERVED]	4
ARTICLE VI - PRICE	4
ARTICLE VII - INTERRUPTION OF SERVICE	5
ARTICLE VIII - FACILITIES	5
ARTICLE IX - ACCOUNTING	5
ARTICLE X - TERM	7
ARTICLE XI - REGULATORY APPROVALS	7
ARTICLE XII - POSSESSION, TITLE, AND WARRANTY	7
ARTICLE XIII: FORCE MAJEURE	8
ARTICLE XIV - MISCELLANEOUS	8
EXHIBIT 1 - TRANSPORTATION AND STORAGE CONTRACTS
SCHEDULE 1 - ADDITIONAL SERVICE CHARGE

AMENDED AND RESTATED GAS PURCHASE AND SALES AGREEMENT

This Amended and Restated Gas Purchase and Sales Agreement (the "Agreement") is entered into as of March 26, 2004, 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.

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, in anticipation of the effectiveness of the Amended and Restated Power Purchase Agreement, NJEA and PSE&G entered into the Amendment to Gas Purchase and Sales Agreement dated as of August 20, 2003 (the "Gas Amendment"), to provide for, among other things, the supply of NJEA's total fuel requirements for the Facility;

WHEREAS, pursuant to Section 15(c) of the Gas Amendment, NJEA and PSE&G agreed to use reasonable and good faith efforts to agree upon and execute a consolidated amended and restated gas purchase agreement, reflecting the terms of the Gas Purchase Agreement as amended by the Gas Amendment;

WHEREAS, NJEA and PSEG Energy Resources and Trade, LLC ("ERT") are parties to the Capacity Transfer Agreement dated as of October 9, 2003 (the "Capacity Transfer Agreement") providing for the permanent release, assignment or other transfer of NJEA's rights and obligations under the firm gas transportation and gas storage contracts listed on Exhibit 1 hereto (collectively, 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:

ARTICLE I - DEFINITIONS

Except where the context requires a different meaning, the following words or terms used herein have the meanings indicated:

1.1. "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.

1.2. "Amended and Restated PPA" has the meaning given in the Recitals.

1.3. "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.

1.4. "Capacity Transfer Agreement" means the Capacity Transfer Agreement between ERT and NJEA, dated as of October 9, 2003, as amended to date

1.5. "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.

1.6. "Day" means a period of 24 consecutive hours beginning at 8:00 a.m. (Eastern Prevailing Time). The date of a day is that of its beginning.

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

1.8. "Effective Date" means 11:59 p.m. (Eastern Prevailing Time) on December 23, 2003.

1.9. "ERT" means PSEG Energy Resources and Trade, LLC, and its successors and permitted assigns under the Capacity Transfer Agreement.

1.10. "Excess Amount" has the meaning given in Section 9.6(a).

1.11. "Existing PPA" has the meaning given in the Recitals.

1.12. "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.

1.13 "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.

1.14. "Extended Gas Service Charge" means the price per dekatherm that PSE&G will charge NJEA for the Extended Gas Service. The Extended Gas Service Charge will be equal to the sum of the Propane Cost Per Dekatherm plus an amount which will be $1.55 per dekatherm in 2003 and will be increased annually, effective as of the first day of the calendar year, by $0.05 per dekatherm.

1.15. "Facility" has the meaning given in the Recitals.

1.16. "Gas Purchase Agreement" has the meaning given in the Recitals.

1.17. "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."

1.18. "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.

1.19. "GNP Deflator" means the Implicit Price Deflator of GNP as published by the United States Department of Commerce, Bureau of Economic Analysis, in "Survey of Current Business."

1.20. "JCP&L" has the meaning given in the Recitals.

1.21. "Maximum Daily Sales Quantity" means the maximum quantity of gas that NJEA may request and PSE&G is obligated to sell on any day under the Sales Service and shall be equal to 57,500 dekatherms per day.

1.22. "Mean Daily Temperature Forecast for Newark, New Jersey" means the mean temperature for any Day at Newark International Airport as projected by Weather Services Corporation (or such other weather service as may be retained by PSE&G) at or after 10:00 am on the preceding Day.

1.23. "Month" means a period beginning at 10:00 a.m. (Eastern time) on the first day of a calendar month and ending at 10:00 a.m. (Eastern time) on the first day of the next calendar month.

1.24. "NJBPU" means the New Jersey Board of Public Utilities.

1.25 "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.

1.26. "NJEA Guarantee(s)" means one or several documents reasonably acceptable to PSE&G that guarantees NJEA's performance under this Agreement.

1.27. "NJEA Guarantor" means an entity that provides an NJEA Guarantee.

1.28. "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.

1.29. "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.

1.30. "Prime Rate" means the prime rate quoted by Chase Manhattan Bank, New York.

1.31. "Propane Cost Per Dekatherm" means the price of eleven (11) gallons of propane delivered to PSE&G's production facilities; provided that such price reflects a reasonable price for feedstock meeting the quality requirements of PSE&G's production facilities, taking into account usual trade terms and discounts.

1.32. "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.

1.33. "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.

1.34. "Sales Service" means the sale and delivery by PSE&G to NJEA of natural gas from PSE&G's system supply in accordance with the terms of this Agreement.

1.35. "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.

1.36. "Texas Eastern" has the meaning given in Section 6.1.3.

1.37. "Transco" has the meaning given in Section 6.1.3.

1.38. "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.

ARTICLE II - [RESERVED]

ARTICLE III - [RESERVED]

ARTICLE IV - SERVICE OBLIGATIONS

4.1. Sales Service

4.1.1. Commencing on the Effective Date, 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.

4.1.2. If, on any day during the term of this Agreement, NJEA requests the purchase of a quantity of gas in excess of the Maximum Daily Sales Quantity and PSE&G in its sole judgment can make available such additional gas, then PSE&G agrees to sell such gas to NJEA.

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.

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.

4.3. Delivery Parameters

4.3.1. All gas sold or delivered under this Agreement by PSE&G to NJEA will be delivered at the outlet of the meter at NJEA's Facility. All gas delivered under this Agreement by NJEA to PSE&G will be delivered at the point of interconnection between the facilities of PSE&G and the interstate pipeline transporting such gas on behalf of NJEA.

4.3.2. All gas delivered to the Facility by PSE&G will be at a temperature of 40 to 325 degrees Fahrenheit, and at a pressure no higher than 370 PSIG and no lower than the lower of 330 PSIG or 50 PSIG below the pressure of gas delivered by Transco at Transco's point of delivery to PSE&G at Sayreville, New Jersey on Transco's Lower New York Bay Lateral.

4.3.3. Gas delivered to PSE&G by or on behalf of NJEA pursuant to Section 4.2.2. will conform to the quality standards of the delivering pipelines. Gas delivered to NJEA by PSE&G will conform to the same standards or to PSE&G's general system-wide standards, provided that the sulphur content of gas delivered to the Facility by PSE&G over any thirty-day period will not exceed the higher of (i) three-fifths (0.6) grain per hundred Standard Cubic Feet, or (ii) one-fifth (0.2) grain per hundred Standard Cubic Feet above the sulphur content of the gas delivered to PSE&G by the interstate pipelines supplying the Facility.

4.4. Scheduling of Service

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.

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 NJ EA elects to increase the Daily Nomination Quantity, then PSE&G shall use commercially reasonable efforts to obtain the increased amount of gas.

4.5. Daily and Monthly Imbalances and Penalties

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 duration 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.

ARTICLE V - [RESERVED]

ARTICLE VI - PRICE

6.1. Sales Service, Extended Gas Service, and Service Charge

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.

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.

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.

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.

6.2. Extended Gas Service

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.

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.

ARTICLE VII - INTERRUPTION OF SERVICE

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.

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.

ARTICLE VIII - FACILITIES

8.1. PSE&G, at its sole cost and expense, has installed and will maintain interconnection facilities necessary to permit the delivery of 57,500 dekatherms per day to the outlet of the meter at the Facility and to connect the Facility to PSE&G's system so as to allow for the provision of the services defined in this Agreement. NJEA has provided PSE&G with a lease at no cost at the Facility site for the land required for PSE&G's pipeline, metering, regulating and heating facilities

8.2. PSE&G will install and maintain at its own cost and expense such measuring equipment, including a meter of suitable accuracy of a type customarily used in the industry, as is required to record the quantities of gas sold or delivered to the Facility under this Agreement. PSE&G will be responsible for maintaining the accuracy of such measuring equipment and will test such equipment at reasonable intervals, or as requested by NJEA, but no more frequently than once in any sixty-day period. NJEA may have its representatives present at the test of such equipment. PSE&G will follow the standards of the NJBPU with regard to the testing and accuracy of measuring equipment. NJEA may maintain at its own expense check measuring equipment.

ARTICLE IX - ACCOUNTING

9.1. Payment

9.1.1. NJEA will pay PSE&G on a monthly basis, in accordance with Sections 9.1.3. and 9.2.:

(a) the charge, determined in accordance with Section 6.1., for Sales Service taken during the preceding Month; plus

(b) the charge, determined in accordance with Section 6.2., for Extended Gas Service taken during the preceding Month; plus

(c) the Service Charge and the Additional Service Charge, as applicable, determined in accordance with Section 6.3., for the preceding Month; plus

(d) subject to the provisions of Section 9.1.5., any taxes which are directly applicable to the services provided for in this Agreement and are collectable by PSE&G; including sales, gross receipts and franchise, energy use and similar taxes; and excluding indirectly applicable taxes such as personal property, real property, income, and business taxes; plus

(e) any other charges provided for in this Agreement that became due and owing in the preceding Month.

9.1.2. PSE&G will pay NJEA on a monthly basis, in accordance with Sections 9.1.3. and 9.2.:

(a) any taxes directly applicable to the services provided for in this Agreement which NJEA may be required by law to collect from PSE&G; plus

(b) any other charges provided under this Agreement that became due and owing in the preceding Month.

9.1.3. By the tenth day of each Month, NJEA will calculate all sums payable to it by PSE&G for services under this Agreement during the preceding Month and will deliver its invoice to PSE&G showing thereon full billing details. By the tenth day of the Month, PSE&G will calculate all sums payable to it by NJEA for services during the same period, and PSE&G will deliver its invoice to NJEA showing thereon full billing details. If PSE&G's invoice amount to NJEA exceeds NJEA's invoice amount to PSE&G, the difference will be due and payable to PSE&G by NJEA within 10 days of receipt of PSE&G's invoice. If NJEA's invoice amount to PSE&G exceeds PSE&G's invoice amount to NJEA, the difference will be due and payable to NJEA by PSE&G within 10 days of receipt of NJEA's invoice. If one party fails to issue its invoice as provided herein, the invoice of the other party will be due and payable by the 20^th of the Month. Under no other circumstances will the invoice of either party be payable without offset against the invoice of the other.

9.1.4. If an index, rate, publication or other source of information required for the adjustment of any price; charge or credit under this Agreement is unavailable on the effective date for such adjustment, the invoices of the parties will be calculated using the best available estimate of such adjustment. When the information necessary for calculation of the actual adjustment becomes available, such invoices will be recalculated and any net charge or credit resulting from the recalculation will be reflected on the next Month's invoice with interest at the Prime Rate.

9.1.5. If a tax levied subsequent to the date of this Agreement is collectable by PSE&G under Section 9.1.1(d) but is not applicable at a rate equal to or greater than that payable by NJEA to at least 70% of all sales of gas to electric utilities in New Jersey for electric power generation, NJEA's obligation under Section 9.1.1(d) will be limited to an annual maximum amount which will be $2,000,000 in 1989. The maximum amount will be adjusted annually effective on the first day of the year by the percentage change during the preceding year in the GNP Deflator. If the tax collectable from NJEA exceeds the applicable maximum amount, the services provided for in this Agreement may be terminated or converted in accordance with the provisions of Section 10.3.

9.2. Mode of Payment

Each payment under this Agreement will be made by interbank wire transfer to the bank address designated in writing by each party no later than the Effective Date or to such other address as a party may from time to time designate by written notice.

9.3. Auditing

Each party will have the right at reasonable hours to examine the books, records, and charts of the other party to the extent necessary to verify the accuracy of any invoice, payment, measurement, calculation, or determination made pursuant to the provisions of this Agreement; provided, that if any such examination requires access to confidential information, the release of which would be harmful to PSE&G's competitive position, NJEA will select an examiner who is not in a position to benefit from such confidential information and such examiner will execute an agreement to maintain the confidentiality of the information to be examined. If any such examination reveals, or if either party discovers, any error or inaccuracy in its own or the other party's invoice, calculation, measurement or determination, then proper adjustment and correction thereof will be made as promptly as practicable thereafter, except that no adjustment or correction will be made if more than one year has elapsed since the error or inaccuracy occurred.

9.4. Failure to Pay

If either party fails to pay any amount payable to the other hereunder when due, interest thereon will accrue and be payable from the date on which payment was due until the date payment is made. The rate of such interest will be the Prime Rate plus two percent; provided, that the interest rate provided herein may never exceed the highest rate of interest permitted by applicable law. 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 f ound 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. The exercise of any such right will be in addition to any and all remedies otherwise available to such party.

9.5. Overpayment

If either party pays any amount shown due and owing upon the invoice of the other party, and such amount is subsequently determined by agreement, arbitration or judgment of court not to have been due and owing when paid, the payee will refund such amount to the paying party together with interest from the date of payment to the date of refund at the Prime Rate; provided, that the interest rate provided herein may never exceed the highest rate of interest permitted by applicable law.

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.

ARTICLE X - TERM

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.

10.2. If the NJBPU or any other regulatory authority having jurisdiction over this Agreement takes any action that (i) requires an increase in the Service Charge above the level determined in accordance with Section 1.35., or (ii) materially alters the method specified in Section 6.1. for the calculation of the price of gas sold to NJEA under the Sales Service, then NJEA may terminate this Agreement on 90 days notice in writing to PSE&G; provided that if such regulatory action is rescinded within such notice period, this Agreement will remain in effect. If PSE&G provides NJEA with written notice of the nature, effect and effective date of any regulatory action of the type described in this Section, subject to NJEA's right of termination as provided for in this Section, the pricing provisions of this Agreement affected by such regulatory action will be deemed to have been amended to conform to such action.

10.3. If the amount of any tax directly applicable to the services provided for in this Agreement and collectable by PSE&G from NJEA exceeds the maximum amount determined in accordance with Section 9.1.5., but is limited to such maximum by the provisions of Section 9.1.5., the parties will attempt to negotiate a mutually agreeable apportionment of the obligation to pay such excess amount. If no agreement between the parties is reached within 30 Days after one party requests such negotiations by written notice to the other party, the service or services to which such tax is applicable will terminate unless NJEA elects to pay the full amount of such tax for a period specified by NJEA, or PSE&G elects to pay the amount of the tax in excess of NJEA's maximum obligation under Section 9.1.5. for a period specified by PSE&G. At the end of the period so elected by NJEA or PSE&G, the service or services to which the tax is applicable will terminate. NJEA agrees tha t 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.

ARTICLE XI - REGULATORY APPROVALS

11.1. The parties recognize that this Agreement will be subject to the jurisdiction of and approval by the NJBPU. The parties also recognize that certain of the transportation and storage agreements described herein, or any substitute arrangements, will be subject to jurisdiction by the FERC.

ARTICLE XII - POSSESSION, TITLE, AND WARRANTY

12.1. Title to gas sold by PSE&G to NJEA will pass from PSE&G to NJEA at the point of interconnection between the facilities of PSE&G and the outlet of the meter at NJEA's Facility. Until the gas reaches the outlet of the meter, PSE&G will be deemed to be in exclusive control and possession of, and fully responsible for such gas. After the gas has reached the interconnection NJEA will be deemed to be in exclusive control and possession of, and fully responsible for such gas.

12.2. NJEA, as to all gas delivered by it to PSE&G, and PSE&G, as to all gas delivered by it to NJEA, warrant for themselves, and their successors and assigns, that they will at the time of delivery to the other party have good and merchantable title to all such gas or the good right to deliver such gas free and clear of all liens, encumbrances and claims whatsoever. Each party will indemnify the other save it and its successors and assigns harmless from all suits, actions, debts, accounts, damages, costs, losses and expenses arising from or out of adverse claims to such gas by any third party or parties, including claims by any third party or parties for any royalties, taxes, license fees or charges applicable to such gas or to the delivery thereof.

ARTICLE XIII: FORCE MAJEURE

13.1. The term force majeure means an event (i) that was not within the control of the party claiming its occurrence; (ii) that could not have been prevented or avoided by such party through the exercise of due diligence; and (iii) that materially impairs the ability of such party to perform its obligations under this Agreement. Events that may give rise to a claim of force majeure include, but are not limited to:

(a) Acts of God, earthquakes, epidemics, fires, floods, hurricanes, landslides, lightning, storms, washouts, freezing of wells or lines of pipe;

(b) Acts of the public enemy, wars, blockage, insurrections, riots, civil disturbances and arrests;

(c) Strikes, lockouts or other industrial disturbances,

(d) Explosions, breakage, accidents to machinery or lines of pipe;

(e) Inability to obtain or unavoidable delay in obtaining materials, equipment, easements, franchises or permits;

(f) Failure or refusal of any entity to deliver gas under firm contracts, or to transport gas delivered or to be delivered under this Agreement;

(g) The order of any court having jurisdiction while the same is in force and effect;

(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;

(j) The imposition by a governmental authority of laws, conditions limitations, rules or regulations that materially impair the ability of NJEA or PSE&G to perform its obligations under this Agreement, including, but not limited to, actions restricting the ability of PSE&G to acquire gas;

(k) The imposition by an operator of facilities (other than NJEA or PSE&G) at any point at which gas to be purchased and sold under this Agreement is received by or delivered to PSE&G or NJEA of quality and pressure conditions that are different from those in effect on the Effective Date and that materially impair the ability of either NJEA or PSE&G to perform its obligations under this Agreement.

13.2. If an occurrence of force majeure renders either party wholly or partially unable to carry out its obligations under this Agreement, such party will promptly give the other party notice and full particulars of the occurrence in writing or by telecopier or telegraph, and the obligations of both parties under this Agreement will be suspended to the extent that they are affected by the occurrence. Such suspension will be effective only during the continuance of the inability to perform caused by the force majeure occurrence, and will not apply to the obligation to pay when due any charges accrued under this Agreement. 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.

13.3. A party claiming force majeure as grounds for suspension of its performance under this Agreement will proceed with due diligence and with all reasonable dispatch to remedy the cause of its inability to perform and to put itself in position to resume its obligations.

13.4. The requirement of Section 13.3. that an inability to perform caused by an event of force majeure be remedied with all reasonable dispatch does not obligate a party to settle a strike, lockout or other industrial dispute or disturbance by acceding to the demands of an opposing party. Any such settlement will be entirely within the discretion of the party having the difficulty.

ARTICLE XIV - MISCELLANEOUS

14.1. Headings.

The headings used throughout this Agreement are inserted for reference purposes only, and are not to be considered or taken into account in construing the terms or provisions of any Article or Section hereof nor to be deemed in any way to qualify, modify or explain the effect of any such provisions or terms.

14.2. Waiver.

No waiver by NJEA or PSE&G of any default of the other under this Agreement will operate as a waiver of a future default whether of a like or different character.

14.3. Entire Agreement.

This Agreement constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes any other prior agreements, written or oral, between the parties concerning such subject matter.

14.4. Construction.

This Agreement will be construed in accordance with the laws of the State of New Jersey.

14.5. Assignment.

14.5.1. Without the prior consent of the other party:

(a) Either party, its successor or permitted assignee may assign any of its rights, titles or interests hereunder to an entity or entities with which it is affiliated;

(b) Either party, its successor or permitted assignee may assign any of its rights, titles or interests hereunder to any entity that succeeds by purchase, merger or consolidation to all or substantially all of the assets of the party;

(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

(d) NJEA, its successor or permitted assignee may assign any of its rights, titles and interests hereunder to any person, corporation, bank, trust company, association or other business entity upon enforcement of any security assignment described in Subsection (c) above.

14.5.2. Except as permitted by Section 14.5.1., no party may assign or otherwise convey any of its rights, titles or interests hereunder without the prior written consent of the other party, which consent may not be unreasonably withheld or delayed.

14.5.3. An entity that succeeds by purchase, merger or consolidation to all or substantially all of the assets of NJEA or PSE&G will be subject to the obligations of its predecessor in title under this Agreement. Otherwise, no assignment permitted by Section 14.5.1. will relieve the assigning party from any of its obligations under this Agreement unless the parties agree in writing to such relief.

14.5.4. If an assignment made by either party is a permitted assignment described in Section 14.5.1., the other party, upon request, will acknowledge in writing that the assignment is effective under this Agreement and that the assignee is entitled to enforce this Agreement against such other party.

14.5.5. This Agreement will be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assignees described in Section 14.5.1.

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.

14.6. Addresses.

All demands for posting or other correspondence related to Performance Assurance pursuant to Section 9.6., written notices and invoices to be submitted to a party hereunder will be in writing and will be sent by prepaid mail, telecopier or telegram addressed to the address stated below or to such other address as a party may hereafter designate in writing:

To PSE&G:

Public Service Electric & Gas Company
80 Park Plaza
PO Box 570-14
Newark, New Jersey 07101
Attention: Peter Collette
Facsimile: (973) 430-5519

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

14.7. Replacement of Pricing Data Sources.

In the event that a publication or source listed in this Agreement as a source for a price or price adjustment factor ceases to be available, or is no longer generally applicable, the parties will in good faith agree upon a replacement publication or source providing reasonably comparable information.

14.8. Confidentiality.

14.8.1. The parties agree that the terms and conditions of this Agreement constitute confidential commercial information which is not available in public sources and is of type customarily held in confidence by the parties. Neither party will without the consent of the other disclose the terms and conditions of this Agreement to any third party except:

(a) upon request, to a governmental agency having authority to review such terms and conditions in the conduct of its official duties;

(b) pursuant to order or legal process duly issued by a court of law or administrative agency, to such party as may be designated in such order or process; or

(c) to any person not a party to this Agreement who, by reason of his relationship to the parties, the Facility or the implementation of this Agreement, is both entitled to know and has a need to know such terms and conditions; including partners of NJEA, lenders or leaser to NJEA, and professional advisors to the foregoing and to PSE&G.

14.8.2. Each of the parties agrees to use the same degree of care in preserving the confidentiality of this Agreement as it uses in preserving the confidentiality of its other confidential commercial information, but neither party shall be liable to the other for any disclosure of this Agreement unless the disclosing party has acted in bad faith with the approval of such party's management.

14.9 Redelivery Service Due to PSE&G Default

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 received 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

14.10 Modifications

This Agreement may not be altered or modified by either PSE&G or NJEA except by an instrument in writing executed by both of them.

14.11 Approvals

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 Agreement 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 the Agreement have been obtained as of the date of such execution on behalf of such party.

14.12 Counterparts

This Agreement 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.

[SIGNATURES APPEAR ON FOLLOWING PAGE]

IN WITNESS WHEREOF, the parties have caused this 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: V.P., 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-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 quarterly report on Form 10-Q for the quarterly period ended June 30, 2004 of the registrant;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	c)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: August 10, 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 quarterly report on Form 10-Q for the quarterly period ended June 30, 2004 of the registrant;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	c)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: August 10, 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 quarterly report on Form 10-Q for the quarterly period ended June 30, 2004 of the registrant;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	c)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: August 10, 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 quarterly report on Form 10-Q for the quarterly period ended June 30, 2004 of the registrant;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	c)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: August 10, 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 quarterly report on Form 10-Q for the quarterly period ended June 30, 2004 of the registrant;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	c)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: August 10, 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 quarterly report on Form 10-Q for the quarterly period ended June 30, 2004 of the registrant;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	c)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: August 10, 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 quarterly report on Form 10-Q for the quarterly period ended June 30, 2004 of the registrant;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	c)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: August 10, 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 quarterly report on Form 10-Q for the quarterly period ended June 30, 2004 of the registrant;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	c)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: August 10, 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 quarterly report on Form 10-Q for the quarterly period ended June 30, 2004 of the registrant;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	c)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: August 10, 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 quarterly report on Form 10-Q for the quarterly period ended June 30, 2004 of the registrant;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	c)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: August 10, 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 Quarterly Report on Form 10-Q of the registrant for the quarterly period ended June 30, 2004 (Report) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the registrant.
Dated: August 10, 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 Quarterly Report on Form 10-Q of the registrant for the quarterly period ended June 30, 2004 (Report) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the registrant.
Dated: August 10, 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 Quarterly Report on Form 10-Q of the registrant for the quarterly period ended June 30, 2004 (Report) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the registrant.
Dated: August 10, 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 Quarterly Report on Form 10-Q of the registrant for the quarterly period ended June 30, 2004 (Report) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the registrant.
Dated: August 10, 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 Quarterly Report on Form 10-Q of the registrant for the quarterly period ended June 30, 2004 (Report) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the registrant.
Dated: August 10, 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).