Amendment No.2 to Power and Services Agreement dated November 17th, 2004



 EXHIBIT 10.1 
  
 SECOND AMENDMENT 
 to 
  
 POWER SUPPLY AND SERVICE AGREEMENT

 between 
  
 FIRST CHOICE POWER SPECIAL PURPOSE, L.P. 
  
 and 
  
 CONSTELLATION ENERGY COMMODITIES GROUP, INC. 
  
 This Second Amendment to Power Supply and Service Agreement dated as of August 25, 2004 (“Amendment”) is by and between First Choice Power
Special Purpose, L.P., a Texas limited partnership (“First Choice”), and Constellation Energy Commodities Group, Inc., formerly known as Constellation Power Source, Inc., a Delaware corporation (“Constellation”) (each a
“Party” and collectively, the “Parties”). Reference is made to the Power Supply and Service Agreement dated as of December 22, 2003 (“Agreement”) between First Choice and Constellation. Capitalized terms used herein and
not defined herein shall have the meanings set forth in the Agreement. 
  
 WHEREAS, the Parties to the Agreement desire to amend the Agreement to, among other things, modify the procedure set forth in the Agreement for the calculation of Ancillary Service obligations; and 
  
 WHEREAS, the Parties desire to amend the Agreement on the terms and
conditions set forth herein; 
  
 NOW, THEREFORE, in accordance
with the foregoing and in consideration of the mutual promises, covenants, and agreements set forth herein, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

  
 Section 1. Amendment. 
  
 1.1 The Agreement is hereby amended, as follows: 
  
 a. Section 6.2(d)(i) of Article Six is replaced in its entirety with the
following: 
  
 [***] 
  


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 [***] 
  
 b. Section 6.2 (f) (i) is replaced with the following and is renumbered as Section 6.2(f): 
  
 [***] 
  
 c. [***] 
  
 d. [***] 
  
 1.2 Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the state of Texas. 
  
 1.3 Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall be an original, but all of which together shall constitute one instrument. 
  
 1.4 Modification. This Amendment, including any exhibits, may only be modified by written agreement duly executed by both Parties. 
  
 1.5 Ratification of Terms and Conditions of the Agreement. Except as
expressly amended or waived by this Amendment, the terms and conditions contained in the Agreement remain in full force and effect. 
  


	[***]	Confidential material omitted and filed separately with the Securities & Exchange Commission. 

  

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 1.6 Entire Agreement. This Amendment represents the entire agreement of the Parties hereto with
respect to the subject matter hereof, and there are no promises, undertakings, covenants, representations, or warranties by the Parties hereto relative to the subject matter hereof not expressly set forth or referred to herein. 
  
 1.7 Headings Not to Affect Meaning. The descriptive headings for the
various articles and sections herein have been inserted for convenience and reference only and shall in no way affect the meaning or interpretation, or modify or restrict any of the terms and provisions hereof. 
  
 IN WITNESS WHEREOF, the Parties have executed this Amendment as of the
date first written above. 
  

			
	 FIRST CHOICE POWER SPECIAL PURPOSE, L.P.,
     a Texas limited partnership


  

			
	By:	 	 First Choice Special Purpose GP, LLC,
 a Delaware
limited liability company,
 its General Partner

		
	By:	 	 /s/ Michelle Trenary


	Name:	 	Michelle Trenary
	Title:	 	Director, Wholesale Settlement

  

			
	 CONSTELLATION ENERGY COMMODITIES GROUP, INC.,
     a Delaware corporation


  

			
	By:	 	 /s/ Stuart R. Rubenstein


	Name:	 	Stuart R. Rubenstein
	Title:	 	Chief Operating Officer

  


	[***]	Confidential material omitted and filed separately with the Securities & Exchange Commission. 

  

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