Exhibit 10(n)-1



EXECUTION VERSION



AMENDMENT NO. 1

Dated as of September 16, 2002

to

LEASE AGREEMENT

Dated as of December 21, 2001

BETWEEN

LMB FUNDING, LIMITED PARTNERSHIP

as Lessor

AND

LOWER MOUNT BETHEL ENERGY, LLC

as Lessee





This Amendment No. 1 has been manually executed in 38 counterparts, numbered
  consecutively from 1 through 38, of which this is No. __. To the extent, if
  any, that this Amendment constitutes chattel paper (as such term is defined
  in the Uniform Commercial Code as in effect in any jurisdiction), no security
  interest in this Amendment may be created or perfected through the transfer
  or possession of any counterpart other than the original executed counterpart
  which shall be the counterpart identified as counterpart No. 1.

Amendment No. 1 to Lease Agreement ("Amendment No. 1"), dated
  as of September 16, 2002, between LMB FUNDING, LIMITED PARTNERSHIP, a Delaware
  limited partnership ("Lessor"), and LOWER MOUNT BETHEL ENERGY,
  LLC, a Delaware limited liability company ("Lessee"), amending
  the Original Lease referred to below.

WHEREAS, Lessor and Lessee have heretofore entered into a Lease Agreement dated
  as of December 21, 2001 (the "Original Lease") (the Original
  Lease, as amended hereby and as may hereafter be further amended, modified,
  supplemented or restated from time to time, the "Lease"); and

WHEREAS, Lessor and Lessee wish to amend the Original Lease as hereinafter
  provided with the consent of the holders of the applicable percentage of the
  Notes;

NOW, THEREFORE, Lessor and Lessee hereby agree that the Original Lease is amended
  as follows:

SECTION 1.   DEFINITIONS. Capitalized terms used but
  not defined herein shall have the meanings assigned to such terms in the Original
  Lease.

SECTION 2.   AMENDMENTS. The Original Lease is hereby
  amended as follows:

2.1   Section 1 of the Original Lease is amended by:

(i) deleting the definition of "Gas Transportation Agreement" and inserting
  the following in its place:

""Gas Transportation Agreement" means the Gas Transportation Agreement
  to be entered into by and between PPL Interstate Energy Company and Lessor and/or
  Lessee."

(ii) deleting the definition of "Premises" and inserting the following
  in its place:

""Premises" means collectively (a) the leasehold estate demised to the
  Lessor pursuant to the Ground Lease and (b) the easement rights granted to the
  Lessor pursuant to that certain Easement Agreement between PPL Martins Creek,
  LLC and Lessor, dated September 11, 2002, as the same may be amended from time
  to time."

(iii) inserting the phrase "the last sentence of paragraph (f) of Section 8,"
  immediately before the phrase "paragraph (n) of Section 10 and Section 12, the
  term "Assignee" shall mean the Majority Holders (as defined in the Note Purchase
  Agreement)" at the end of the definition of "Assignee".

(iv) deleting the definition of "Replacement MOU Agreement" and inserting
  the following in its place:

""Replacement MOU Agreement" means that certain Water Services Agreement,
  dated as of September 16, 2002, entered into between PPL Martins Creek, LLC
  and Lessor, as the same may be amended, modified, supplemented or restated from
  time to time in accordance with the terms of the Collateral Indenture, relating
  to the provision of certain water services for the Project and replacing the
  Memorandum of Understanding."

(v) adding the following new definition (to be inserted in appropriate alphabetical
  order in said Section 1), which definition reads in its entirety as follows:

""Easement Agreement" the Easement Agreement between PPL Martins Creek,
  LLC and the Lessor, dated September 11, 2002, as the same may be amended, modified,
  supplemented or restated from time to time in accordance with its terms, the
  terms of the Collateral Indenture and the terms of the Leasehold Mortgage (as
  defined in the Collateral Indenture)."

(vi) deleting the definition of "Project Contracts" and inserting the
  following in its place:

""Project Contracts" means the Siemens Turbine Contract, the Ground
  Lease, the Easement Agreement, the EPC Contract, the EPC Guaranty, the Engineering
  Services Agreement, the Power Transformers Contract, the Township Development
  Agreement, the Operation and Maintenance Agreement, the Interconnection Agreement,
  the Replacement MOU Agreement, the Reimbursement and Ownership Agreement, the
  Gas Transportation Agreement and any other agreement or agreements entered into
  by the Lessee necessary for the construction and operation of the Project (from
  and after the date each such agreement becomes effective). A list of the Project
  Contracts is attached as Exhibit B hereto."

2.2    Paragraph (f) of Section 8 of the Original Lease is amended
  by inserting the following at the end of the last sentence thereof:

"; provided that amendments, modifications, supplements, restatements, consents
  or waivers which affect Sections 1.3, 2.2, 3.3, 3.4, 4.9, 5.3 or 5.4 of the
  Replacement MOU Agreement may only be made to the extent they are incidental,
  immaterial and not adverse to the Lessor or Assignee unless the prior written
  consent of the Assignee and the Lessor is obtained."

2.3    The first sentence of paragraph (e) of Section 9 of the
  Original Lease is amended by deleting such sentence in its entirety and inserting
  the following in its place:

"(e)    The Lessee agrees to, or to cause the Operator to, maintain
  the Project at all times in such condition so as to enable the Project to be
  operated and maintained in accordance with prudent industry practices and any
  other standards required by the Project Contracts and this Lease, and shall,
  as lessee under this Lease, comply or cause the Operator to comply with all
  of the obligations of the Lessor under the Replacement MOU Agreement. Lessee
  further agrees to, or cause the Operator to, maintain the Water Offset Rights
  (as defined in the Agreement for Lease) on behalf of Owner in accordance with
  any contractual or other legal right or entitlement giving rise to such Water
  Offset Rights, Legal Requirements and prudent industry practices."

2.4   Exhibit B and Exhibit C of the Original Lease are deleted
  in their entirety and replaced with Exhibit A and Exhibit B to this Amendment
  No. 1 respectively.

SECTION 3.   MISCELLANEOUS.

3.1   This Amendment No. 1 may be executed in several counterparts,
  each of which when executed and delivered shall be deemed an original and all
  of which counterparts, taken together, shall constitute but one and the same
  Amendment No. 1.

3.2   THIS AMENDMENT NO. 1 SHALL IN ALL RESPECTS BE GOVERNED
  BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, INCLUDING
  ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE.

3.3   Upon the effectiveness of this Amendment No. 1 (i) each
  reference in the Original Lease to "this Agreement", "hereunder",
  "hereof" or words of like import referring to the Original Lease shall
  mean and be a reference to the Original Lease as amended by this Amendment No.
  1 and as may hereafter be further amended, modified, supplemented or restated
  from time to time and (ii) each reference in any other related agreements to
  the "Lease Agreement", "thereunder", "thereof"
  or words of like import referring to the Lease, shall mean and be a reference
  to the Original Lease as amended by this Amendment No. 1 and as may hereafter
  be further amended, modified, supplemented or restated from time to time.

3.4   Except as provided herein, all provisions, terms and conditions
  of the Original Lease shall remain in full force and effect. As amended hereby,
  the Original Lease is ratified and confirmed in all respects.

[Signature Page Follows]



---



IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to
  be duly executed as of the date first above written.

| | LMB FUNDING, LIMITED PARTNERSHIP
      By LMB Capital, Inc., 
                its General Partner
      By:____________________________________
              Name:
              Title:
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                         
| |                                                                                                                                                                                         
| | LOWER MOUNT BETHEL ENERGY, LLC
      
      By:____________________________________
              Name:
              Title:                                                            



---



EXHIBIT A

[Project Contracts]



---





EXHIBIT B

[Permits/Project Authorizations]