|Exhibit 10.46                                                                                                                                                                     
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|AMENDED AND RESTATED POWER PURCHASE AGREEMENT
dated as of
May 16, 2003
By and BetweenNorth Jersey Energy Associates, A Limited Partnership
andJERSEY CENTRAL POWER & LIGHT COMPANY
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|AMENDED AND RESTATED POWER PURCHASE AGREEMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
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|THIS AMENDED AND RESTATED POWER PURCHASE AGREEMENT (the "Agreement") is entered into as of May 16, 2003 (the "Agreement Date"), by and between Jersey Central Power & Light Company, a New Jersey corporation (as defined below "JCP&L") and North Jersey Energy Associates, A Limited Partnership, a New Jersey limited partnership (as defined below "NJEA"). JCP&L and NJEA are individually referred to herein as a "Party" and are collectively referred to herein as the "Parties".                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|WHEREAS, NJEA owns a nominal 300 MW natural gas-fired electricity and steam generating plant located in the borough of Sayreville, New Jersey, as described in the Existing PPA (the "Facility").                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|WHEREAS, JCP&L is a public utility as defined in N.J.S.A. 48:2-13 and, as such, is required by applicable statutes and regulations to furnish safe, adequate and proper service to its customers and further, to have and maintain its property, plant and equipment in such condition as to enable it to do so.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|WHEREAS,JCP&L is a member of the Pennsylvania-New Jersey-Maryland Interconnection, L.L.C. ("PJM").                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|WHEREAS, New Jersey's Electric Discount and Energy Competition Act, N.J.S.A. 48:3-49 et seq. (the "New Jersey Competition Act"), and certain orders of the BPU encourage the mitigation of above-market costs of long-term power purchase agreements with non-utility generators to effect rate payer savings.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|WHEREAS, Section 13 of the New Jersey Competition Act provides for the participating utility to recover the costs of restructuring such long-term power purchase agreements on a full and timely basis.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|WHEREAS, JCP&L and NJEA are parties to a Power Purchase Agreement dated as of October 22, 1987, as amended to date (the "Existing PPA"), pursuant to which JCP&L purchases from NJEA contract capacity of not less than 250 MW and the associated electricity of the Facility.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|WHEREAS,in connection with a financing relating to the Facility and a nominal 300 MW natural gas-fired electricity and steam generating plant owned by Northeast Energy Associates, A Limited Partnership ("NEA") located in the town of Bellingham, Massachusetts (the "Bellingham Facility"), ESI Tractebel Funding Corp., a Delaware corporation (formerly IEC Funding Corporation) ("ESI Funding") issued its senior secured securities (the "Senior Secured Notes") pursuant to the Trust Indenture, dated as of November 15, 1994, among ESI Funding, NJEA, NEA and State Street Bank and Trust Company, as trustee (the "Senior Trustee"), as supplemented by the First Supplemental Indenture dated as of November 15, 1994, and the Second Supplemental Trust Indenture dated as of January 14, 1998, (collectively, the "Senior Indenture"). As part of the security for the Senior Secured Notes, NJEA collaterally assigned its right, title and interest in the Existing PPA to the Senior Trustee on behalf of the holders of the Senior Secured Notes, and pledged all of the revenues received under, and granted a priority perfected security interest in, the Existing PPA to the Senior Trustee on behalf of the holders of the Senior Secured Notes pursuant to the Senior Indenture and related security documents. The Senior Secured Notes are also secured by NEA's interests in the Bellingham Facility and its related revenue generating agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|WHEREAS,in connection with an additional financing to, among other purposes, acquire and provide additional capital for the Facility and the Bellingham Facility, ESI Tractebel Acquisition Corp., a Delaware corporation ("ESI Acquisition," and together with ESI Funding, the "Issuers") issued its secured securities (the "Junior Secured Notes") pursuant to the Indenture, dated as of February 19, 1998, among ESI Acquisition, NELP and Northeast Energy, LLC, a Delaware limited liability company ("NELLC"), directly and wholly owned by Northeast Energy, LP, a Delaware limited partnership ("NELP"), and State Street Bank and Trust Company, as trustee (the "Junior Trustee"), as supplemented by the First Supplemental Indenture dated as of February 19, 1998, (collectively, the "Junior Indenture"). The Junior Secured Notes are payable by NELP from distributions to it by NJEA and NEA.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|WHEREAS, JCP&L and NJEA desire to amend and restate the Existing PPA to provide for, among other things, the delivery of electricity from sources other than the Facility and the delivery by NJEA and purchase by JCP&L of Contract Energy and Capacity for an Energy Payment that is less than the payment required from JCP&L under the Existing PPA.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|NOW, THEREFORE, in consideration of the premises and of the mutual agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|1.  DEFINITIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|1.1  Certain Defined Terms.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|In addition to terms defined in the recitals hereto, the following terms shall have the meanings set forth below.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|"AAA" shall have the meaning set forth in Section 10(a) hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|"Actual Delivery Point Differential" for any calendar year shall mean (i) for On-Peak Hours during which electricity is delivered to a Delivery Point other than the Facility Bus during such calendar year, an amount ($/MWh) equal to (A) the MWh-weighted average hourly LMP ($/MWh) for such Delivery Point(s) for the actual On-Peak Hours during which Contract Energy was delivered to such Delivery Point(s) during such calendar year less (B) the MWh-weighted average hourly LMP ($/MWh) for the Facility Bus for the actual On-Peak Hours during which Contract Energy was delivered to Delivery Point(s) other than the Facility Bus during such calendar year, and (ii) for Off-Peak Hours, an amount ($/MWh) equal to (A) the MWh-weighted average hourly LMP ($/MWh) for such Delivery Point(s) for the actual Off-Peak Hours during which Contract Energy was delivered to such Delivery Point(s) during such calendar year less (B) the MWh-weighted average hourly LMP ($/MWh) for the Facility Bus for the actual Off-Peak Hours during which Contract Energy was delivered to such Delivery Point(s) other than the Facility Bus during such calendar year. The LMP for Contract Energy scheduled for delivery hereunder to the "JCP&L Zone" (as opposed to a particular nodal point therein) shall be the applicable JCP&L Zonal Price.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|"Actual Monthly Henry Hub Price" shall have the meaning set forth in Part I of Schedule B hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|"Affiliate" shall mean, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries' controls, is controlled by, or is under common control with, such first Person. As used in this definition, "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|"AGC Credits" shall mean all credits or other remuneration from PJM or the ISO as described in Section 3.6(e)hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|"AGC" shall have the meaning set forth in Section 3.6(e) hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|"AGC Annual Threshold" shall have the meaning set forth in Section 3.6(e)hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|"Agreement" shall have the meaning set forth in the first paragraph of this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|"Agreement Date" shall have the meaning set forth in the first paragraph of this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|"Alternate Delivery Points" shall have the meaning set forth in Section 3.8(b)hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|"Ancillary Termination Damages" shall mean penalties assessed by PJM against the terminating Party and all reasonable fees and expenses incurred by the terminating Party in connection with the termination of this Agreement pursuant to Section 8.2 hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|"Annual Energy Quantity" shall mean 2,043,600 MWh per calendar year in any calendar year containing 365 days and 2,049,600 MWh per calendar year in any calendar year containing 366 days. For any partial calendar year containing less than 365 days, the Annual Energy Quantity shall mean the sum of the daily amounts for each calendar day during such partial calendar year that this Agreement is in effect; each such daily amount shall be calculated as follows: (i) 24, multiplied by, (ii) either 200 for each day in April, May, October and November or 250 for each day in every other calendar month.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|"Bellingham Facility" shall have the meaning set forth in the Recitals.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|"BPU" shall mean the New Jersey Board of Public Utilities and any successor entity.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|"Business Day" shall mean any day that is not a Saturday, Sunday, or NERC Holiday.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|"Capacity" shall have the same meaning as "Unforced Capacity" as defined in the PJM Agreement on the Agreement Date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|"Capacity Damages" shall have the meaning set forth in Section 5.2hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|"Capacity Requirement" shall (subject to the provisions of Section 5.1hereof) mean 250 MW per day; provided, however, that so long as the Facility is a PJM Capacity asset the "Capacity Requirement" shall be the greater of (i) 250 MW per day (subject to the provisions of Section 5.1hereof) or (ii) the actual Capacity of the Facility as determined by PJM from time to time; provided, however, that any Facility Capacity that results from additions or improvements to the Facility after the Agreement Date shall not be included in the actual Capacity determined pursuant to clause (ii) hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|"Change in Law" shall mean the adoption, promulgation, issuance, modification or change in administrative or judicial application, after the Agreement Date, of any applicable law, regulation, rule, requirement or ordinance of any government entity. A repeal, amendment or interpretation of the New Jersey Competition Act (including, without limitation, N.J.S.A. 48:3-61(a)(4)) shall not constitute a Change in Law.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|"Claiming Party" shall have the meaning set forth in Section 9.2(b) hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|"Contract Adjuster" shall mean the monthly On-Peak and Off-Peak amounts in $/MWh calculated on or about the Effective Date in accordance with Schedule Bhereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|"Contract Energy" shall have the meaning set forth in Section 3.1hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|"Cover Damages" shall have the meaning set forth in Section 3.6(a)hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|"Delivery Point" shall have the meaning set forth in Section 3.8(a) hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|"Delivery Point Adjustment" shall have the meaning set forth in Section 3.8(f)hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|"Delivery Shortfall" shall have the meaning set forth in Section 3.6(a) hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|"Eastern Prevailing Time" shall mean either Eastern Standard Time or Eastern Daylight Savings Time, as in effect from time to time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|"eCapacity" shall have the meaning set forth in the PJM Agreement or, in the event such term is no longer utilized in any successor PJM Agreement, shall mean a similar successor capacity recognition methodology utilized by such successor PJM Agreement, such that JCP&L's account with PJM shall reflect such Capacity as of the Effective Date and at all times throughout the Term hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|"Effective Date" shall have the meaning set forth in Section 2.1hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|"Energy Payment" shall have the meaning set forth in Section 4.1(a) hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|"Energy Price" shall mean, in each month and for each MWh of Contract Energy delivered hereunder, an amount equal to (i) during On-Peak Hours, the sum of (A) the product of the Gas Price multiplied by the On-Peak Heat Rate plus (B) the applicable Contract Adjuster or (ii) during Off-Peak Hours, the sum of (A) the product of the Gas Price multiplied by the Off-Peak Heat Rate plus (B) the applicable Contract Adjuster.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|"eSchedule" shall have the meaning set forth in the PJM Agreement or, in the event such term is no longer utilized in any successor PJM Agreement, shall mean a similar successor scheduling methodology utilized by such successor PJM Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|"ESI Acquisition"shall have the meaning set forth in theRecitalsand shall include its successors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|"ESI Funding"shall have the meaning set forth in the Recitals and shall include its successors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|"Event of Default" shall have the meaning set forth in Section 8.1 hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|"Excess Deliveries" shall have the meaning set forth in Section 3.1hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|"Excess Delivery Charge" shall have the meaning set forth in Section 3.1hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|"Execution Agreement" shall mean the Execution Agreement by and between NJEA and JCP&L dated as of May 16, 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|"Existing PPA" shall have the meaning set forth in the Recitals.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|"Facility" shall have the meaning set forth in the Recitals.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|"Facility Bus" shall mean the point of interconnection between the Facility and the PJM transmission system, which as of the Agreement Date is the South River 230 kV bus.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|"FERC" shall mean the United States Federal Energy Regulatory Commission, and shall include its successors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|"Final Decision" shall have the meaning set forth in the Execution Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|"5% Threshold" shall have the meaning set forth in Section 3.8(f) hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|"Forced Outage" shall mean a partial or full interruption in the generating capability of the Facility, during any period in which NJEA has elected to deliver Contract Energy hereunder generated at the Facility (as reflected in its Supply Notice), due to any unplanned component failure (immediate, delayed, postponed, or startup failure) or any other condition that requires the applicable unit to be removed from service, or prevents the unit from going into service, including (without limitation) (i) any inability to successfully start-up and commence generation following a period during which the Facility has not been operational for any reason and (ii) any unplanned or planned interruption in the generating capability of the Facility in order to conduct repair, replacement, maintenance or diagnostic activity to avoid loss or serious injury or damage to persons or property that NJEA reasonably expects to occur within ten (10) days after the beginning of the interruption if the repair, replacement, maintenance or diagnostic activity is not performed.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|"Force Majeure" shall have the meaning set forth in Section 9.1 hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|"Gas Forward Curve" shall have the meaning set forth in Schedule Bhereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|"Gas Price" shall mean, for each calendar month, the arithmetic average of (i) monthly gas prices published in The Gas Daily Price Guide "Monthly Contract Index" under "Market Centers", "Northeast", "Texas Eastern, zone M-3" and (ii) monthly gas prices published in The Gas Daily Price Guide "Monthly Contract Index" under "Market Centers", "Northeast", "Transco, zone 6 non- N.Y.", each published by Platts on or about the fifth Business Day of such calendar month (each an "Index" and collectively, the "Indices"). The Indices are intended by the Parties to reflect the price of natural gas in Middlesex County, New Jersey. In the event either Index ceases to be published or ceases to be determined substantially as such Index is determined on the Agreement Date, then the Parties shall meet as soon thereafter as possible to identify a replacement index or indices (as the case may be) with the intent of such replacement(s) being to represent the market price of natural gas in Middlesex County, New Jersey.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|"Indemnified Party" shall have the meaning set forth in Section 12.1 hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|"Indemnifying Party" shall have the meaning set forth in Section 12.1 hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|"Interconnection Facilities" shall mean all apparatus required and associated equipment installed to interconnect and deliver electricity from the Facility to JCP&L's transmission system including, but not limited to, connection, transformation, switching, metering, communications and safety equipment, such as equipment required to protect (1) JCP&L's transmission system and its customers from faults occurring at the Facility and (2) the Facility from faults occurring on JCP&L's transmission system or on the systems of others to which JCP&L's transmission system is directly or indirectly connected. Interconnection Facilities shall also include any necessary additions and reinforcements to JCP&L's transmission system required as a result of the interconnection of the Facility to JCP&L's transmission system.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|"Issuers" shall have the meaning set forth in the Recitals.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|"ISO" shall mean any independent system operator of the PJM transmission system.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|"JCP&L" shall mean Jersey Central Power & Light Company, a New Jersey corporation, and its permitted successors and assigns hereunder.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|"JCP&L Discount" shall mean $5.50 per MWh of Contract Energy delivered to JCP&L pursuant to this Agreement from sources other than the Facility.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|"JCP&L Discount Rate" shall mean the after-tax weighted average cost of capital ("WACC") that will be based on the before-tax WACC that will be set by the BPU in JCP&L's current rate proceeding, Docket No. ER02080506. The WACC set by the BPU will then be converted to an after-tax WACC using a combined federal and state income tax rate of 40.15%, as adjusted to reflect the current combined federal and state income tax rate, for the capital components that are tax-deductible, which rate the Parties agree shall be 8.46% for any prepayment pursuant to Section 4.2hereof on or before the Effective Date and for the period between the Effective Date and the approval by the BPU of JCP&L's after-tax WACC pursuant to the current rate proceeding, Docket No. ER02080506, or as reset by the BPU as part of the most recent JCP&L proceeding.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|"JCP&L Reorganization Event" shall mean (a) any consolidation, merger or other form of combination of JCP&L with any other Person, (b) the acquisition of a majority of the outstanding shares of JCP&L by any Person or (c) the sale, conveyance, lease, transfer or other disposition, in one transaction or a series of related transactions, including without limitation the transfer or "spin-off" of shares of a subsidiary (collectively, a "transfer"), affecting all or substantially all of the assets of JCP&L existing on the Agreement Date or hereafter acquired, other than transfers to or among wholly-owned subsidiaries of JCP&L. For purposes of this definition, the transfer, sale or other disposition of all or substantially all of the transmission and/or distribution assets of JCP&L, will, in either case, constitute a "JCP&L Reorganization Event."                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|"JCP&L Termination Payment" shall have the meaning set forth in Section 8.2(c)hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|"JCP&L Zonal Price" shall mean, for any hour, the daily "Day Ahead Hourly LMP" for deliveries to the "JCPL Zone" as posted on the "Daily Day-Ahead LMP" page on the PJM website at www.PJM.com (on the "Energy" page, under "Markets"). If such price should ever cease to be so published, then the Parties shall agree in writing to a regularly published comparable substitute price.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|"JCP&L Zone" shall mean all of the nodal points within the PJM transmission system comprising the "JCPL Zone" as designated by PJM from time to time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|"Junior Indenture" shall have the meaning set forth in the Recitals.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|"Junior Secured Notes" shall have the meaning set forth in theRecitals.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|"Junior Trustee" shall have the meaning set forth in the Recitals.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|"Late Payment Rate" shall have the meaning set forth in Section 4.6 hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|"Libor" shall have the meaning set forth in Section 4.5(b) hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|"LMP" for any PJM nodal point for any hour on any day (either a previous day or the prompt day) shall mean the price ($/MWh) at such PJM nodal point as reported on the PJM website at www.PJM.com on the "Energy" page (under "Markets") under the "Daily Day-Ahead LMP" for such nodal point on such date and time. If such price should ever cease to be so published, then the Parties shall agree in writing to a regularly published comparable substitute price.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|"Market Seller" shall have the meaning set forth in Schedule 1 to the PJM Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|"Minimum Energy Price Discount" for any calendar year shall mean the product of (i) $4.50 and (ii) the Annual Energy Quantity, which amounts are set forth on Part 2 of Schedule A hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|"Model" shall have the meaning set forth in Part Iof Schedule Bhereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|"Monthly Discount Factor" for any calendar month during the Term shall mean $4.50 per MWh, as such amount may be adjusted from time to time in accordance with any prepayment as provided in Section 4.2 and Schedule Dhereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|"Monthly Henry Hub Futures" shall have the meaning set forth in Part Iof Schedule Bhereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|"Monthly Minimum Energy Price Discount" for any calendar month during the Term shall mean the product of (i) the number of MWhs to be delivered to JCP&L during such month as set forth in Schedule C hereof and (ii) the Monthly Discount Factor.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|"Moody's" shall mean Moody's Investors Service, Inc., and any successor thereto.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|"Must-Run Order" shall have the meaning set forth in Section 5.3(c) hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|"MW" shall mean a megawatt.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|"MWh" shall mean a megawatt-hour. One MWh shall equal 1,000 kWh.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|"NEA" shall mean Northeast Energy Associates, A Limited Partnership and its permitted successors and assigns hereunder.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|"NELLC" shall mean Northeast Energy, LLC, a Delaware limited liability company, and its permitted successors and assigns hereunder.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|"NELP" shall mean Northeast Energy, LP, a Delaware limited partnership, and its permitted successors and assigns hereunder.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|"NERC Holiday" shall mean New Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|"Net Capability" shall have the meaning set forth in Section 5.3(a) hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|"New Jersey Competition Act" shall have the meaning set forth in the Recitals.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|"NJEA" shall mean North Jersey Energy Associates, A Limited Partnership, a New Jersey limited partnership, and its permitted successors and assigns hereunder.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|"NJEA Termination Payment" shall have the meaning set forth in Section 8.2(b) hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|"Offer Data" shall have the meaning set forth in Schedule 1 to the PJM Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|"Off-Peak Heat Rate" shall mean 9.528 MMBtu/MWh.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|"Off-Peak Hours" shall mean the eight-hour period beginning at 2300 (for the hour ending at 2400 hours) on the day prior to delivery and ending at 0700 hours (for the hour ending at 0700 hours) on the day of delivery, Eastern Prevailing Time on each Business Day and all hours on each Saturday, Sunday and NERC Holiday.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|"On-Peak Heat Rate" shall mean 13.059 MMBtu/MWh.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|"On-Peak Hours" shall mean the sixteen-hour period beginning at 0700 hours (for the hour ending at 0800 hours) and ending at 2300 hours (for the hour ending at 2300 hours) on the day of delivery, Eastern Prevailing Time on each Business Day.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|"Party" and "Parties" shall have the meaning set forth in the first paragraph of this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|"Person" shall mean an individual, partnership, corporation, limited liability company, limited liability partnership, limited partnership, association, trust, unincorporated organization, or a government authority or agency or political subdivision thereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|"PJM" shall mean Pennsylvania-New Jersey-Maryland Interconnection L.L.C. and any successor organization (including any ISO).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|"PJM Agreement" shall mean the Amended and Restated Operating Agreement of PJM dated as of June 2, 1997, as amended, modified, or supplemented from time to time and shall also include any successor agreement of PJM.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|"PJM Manual" shall have the meaning set forth in Section 5.3(a)hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|"PJM Practices" shall mean the PJM practices and procedures for delivery and transmission of electricity and capacity and capacity testing in effect from time to time and shall include, without limitation, applicable requirements of the PJM Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|"PJM Reconciliation Amount" shall have the meaning set forth in Section 4.4(c) hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|"Planned Outage" shall mean a partial or full interruption in the generating capability of the Facility due to the removal of a unit from service to perform work on specific components that is scheduled well in advance and has a predetermined date and estimated duration (such as annual overhauls, inspections, and testing).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|"Prepayment Amount" shall have the meaning set forth in Section 4.2(a) hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|"Prepayment Date" shall mean the date of prepayment specified in a Prepayment Notice, which shall be no more than seventy-five (75) and no fewer than forty-five (45) days from the date of such Prepayment Notice.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|"Prepayment Notice" shall have the meaning set forth in Section 4.2(a)hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|"Prepayment Rate" shall have the meaning set forth in Section 4.2(b) hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|"Prepayment Right" shall have the meaning set forth in Section 4.2(a)hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|"Prepayment Spreadsheet" shall have the meaning set forth in Schedule Dhereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|"Protective Apparatus" shall mean such equipment and apparatus, including but not limited to protective relays, circuit breakers and the like, necessary or appropriate to isolate the Facility from JCP&L's transmission system consistent with those practices, methods, standards and equipment commonly used, from time to time, in prudent electrical engineering and operations to operate electrical equipment lawfully and with safety, dependability and efficiency in accordance with the national Electrical Safety Code, the National Electrical Code and any other applicable federal, state and local codes.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|"Prudent Utility Practices" shall have the meaning set forth in Part IIof Schedule Hhereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|"PSE&G" shall mean Public Service Electric and Gas Company, and its permitted successors and assigns under the PSE&G Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|"PSE&G Agreement" shall mean the Gas Purchase and Sales Agreement between NJEA and PSE&G dated May 4, 1989 as amended, modified, or supplemented from time to time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|"PSE&G Interruption Right" shall have the meaning set forth in Section 3.6(d)hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|"PURPA" shall mean the Public Utility Regulatory Policies Act of 1978, as amended.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|"QF" shall have the meaning set forth in Section 15.2(a)(ii) hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|"Qualified Transferee" shall have the meaning set forth in Section 5.3(b)hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|"Rejected Power" shall have the meaning set forth in Section 3.7 hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|"Replacement Period" shall mean the period beginning on the date this Agreement is terminated pursuant to Section 8.2 hereof and ending at 11:59 p.m. August 13, 2011.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|"Replacement Power" shall mean electricity purchased by JCP&L and delivered to the Delivery Point as replacement for any Delivery Shortfall. Replacement Power shall not include Contract Energy delivered to JCP&L on behalf of NJEA pursuant to Section 3.1 hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|"Replacement Price" shall mean the lesser of (A) the price at which JCP&L, acting in a commercially reasonable manner, purchases Replacement Power, plus (i) transaction and other administrative costs reasonably incurred by JCP&L in purchasing such Replacement Power and (ii) additional transmission charges, if any, reasonably incurred by JCP&L to transmit Replacement Power to the Delivery Point, or (B) the LMP at the Delivery Point for such Replacement Power; provided, however, that in no event shall such price include any penalties, ratcheted demand or similar charges, nor shall JCP&L be required to utilize or change its utilization of its owned or controlled assets or market positions to minimize NJEA's liability.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|"Resale Damages" shall have the meaning set forth in Section 3.7hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|"Resale Price" shall mean, without duplication, (i) the price at which NJEA, acting in a commercially reasonable manner, sells or is paid for Rejected Power, plus (ii) transaction and other administrative costs reasonably incurred by NJEA in re-selling such Rejected Power; provided, however, that in no event shall NJEA be required to utilize or change its utilization of the Facility or its other assets or market positions in order to minimize JCP&L's liability for Rejected Power.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|"Restructuring" shall mean the consummation by JCP&L, NJEA, NELP and other necessary Persons of the amendment of the Existing PPA, the execution, delivery and performance of this Agreement and the Execution Agreement and the satisfaction or waiver of the conditions precedent set forth in the Execution Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|"Senior Indenture" shall have the meaning set forth in the Recitals.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|"Senior Secured Notes" shall have the meaning set forth in the Recitals.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|"Senior Trustee" shall have the meaning set forth in the Recitals.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|"S&P" shall mean Standard & Poor's Ratings Group, a division of McGraw Hill, Inc., and any successor thereto.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|"Special Facilities" shall have the meaning set forth in Part Iof Schedule H hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|"Supply Notice" shall have the meaning set forth in Section 3.4(e) hererof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|"System Emergency" shall mean the existence of a physical or operational condition and/or the occurrence of an event on the JCP&L transmission system or the PJM transmission system which in JCP&L's or PJM's reasonable judgment consistent with Prudent Utility Practices and applied in a non-discriminatory manner is: (i) imminently likely to endanger life or property or (ii) impairs and/or imminently will impair: (a) JCP&L's ability to discharge its statutory obligation(s) to provide safe, adequate and proper service to its customers; or (b) the safety and/or reliability of JCP&L's or PJM's transmission system. System Emergency shall include a minimum generation emergency declaration by PJM that meets the requirements specified in the previous sentence.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|"Term" shall have the meaning set forth in Section 2.2 hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|"VER" shall have the meaning set forth in Section 4.5(a)hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|2.  EFFECTIVE DATE; TERM                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|2.1  Effective Date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|The "Effective Date" of this Agreement shall be the Closing Date under the Execution Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|2.2  Term.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|(a)  The "Term" of this Agreement shall mean the period from and including 11:59 p.m. (Eastern Prevailing Time) on the Effective Date through and including 11:59 p.m. (Eastern Prevailing Time) on August 13, 2011, unless this Agreement (i) is sooner terminated in accordance with the provisions hereof, or (ii) is extended pursuant to Section 2.2(c) below.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(b)  At the expiration of the Term, the Parties shall no longer be bound by the terms and provisions hereof, except (i) to the extent necessary to provide invoices and make payments with respect to Contract Energy or Capacity delivered prior to such expiration or termination, (ii) to the extent necessary to enforce the rights and the obligations of the Parties arising under this Agreement before such expiration or termination and (iii) the obligations of the Parties hereunder with respect to confidentiality and indemnification shall survive the expiration or termination of this Agreement and shall continue for a period of two (2) calendar years following such expiration or termination.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(c)  JCP&L may, upon written notice to NJEA delivered not later than twelve (12) months prior to the initial expiration date set forth in Section 2.2(a) above, extend the Term hereof for a period of up to five (5) years upon the terms and conditions set forth herein, except for the Energy Price to be paid for Contract Energy and Capacity provided hereunder, which shall be determined by mutual agreement of JCP&L and NJEA. If the Parties are unable to reach such an agreement, the Term hereof shall not be so extended.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|3.  DELIVERY OF CONTRACT ENERGY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|3.1  Obligation to Sell and Purchase Contract Energy.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|During the Term, NJEA shall sell and deliver, and JCP&L shall purchase and receive, firm electricity in the amounts set forth in Section 3.3(a) hereof and otherwise in accordance with the terms and conditions of this Agreement ("Contract Energy"). JCP&L shall not be required to accept electricity delivered in excess of the limitations set forth in Section 3.3(a) hereof ("Excess Deliveries"); provided, however, that if JCP&L accepts Excess Deliveries, JCP&L shall pay to NJEA the hourly LMP ($/MWh) at the Delivery Point for such Excess Deliveries (the "Excess Delivery Charge") (the foregoing being JCP&L's sole remedy in respect of Excess Deliveries). The Excess Delivery Charge shall be invoiced and paid as provided in Section 4.1hereof. Contract Energy delivered to JCP&L by NJEA or on behalf of NJEA by NJEA's suppliers, designees or any other Person (including, without limitation, PJM), shall be deemed delivered by NJEA hereunder and NJEA shall be solely responsible for any costs payable to its suppliers for such delivery.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|3.2  Characteristics.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|Contract Energy delivered by NJEA to JCP&L at the Delivery Point shall be in the form of three (3)-phase, sixty (60) Hertz, alternating current and otherwise in the form required by PJM Practices.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|3.3  Quantities and Hourly Limitations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(a)  During the Term, NJEA shall deliver to JCP&L, at the Delivery Point, Contract Energy (i) in an amount equal to the applicable Annual Energy Quantity in each calendar year, and (ii) in the monthly quantities determined pursuant to Schedule Ahereof in each calendar month (which amount shall be pro-rated for the first and last partial month of the Term). The Annual Energy Quantity, the monthly quantities determined pursuant to Schedule A hereof and the hourly delivery requirements shall each be adjusted to reflect delivery interruptions excused by this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(b)  Hourly deliveries of Contract Energy by NJEA to JCP&L hereunder (i) shall equal 250 MW for the months of December through March and June through September during On-Peak Hours and Off-Peak Hours, and (ii) shall equal 200 MW for the months of April, May, October and November during On-Peak Hours and Off-Peak Hours.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(c)  Notwithstanding the foregoing, any decrease in deliveries of Contract Energy hereunder due to AGC activities shall not constitute a violation of the provisions of Section 3.3(a)or(b) hereof as more particularly provided in Section 3.6(e) hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|3.4  Schedules; Bidding; Metering; Operations and Interconnection.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(a)  (i)  NJEA shall schedule and bid deliveries of Contract Energy delivered hereunder with PJM in accordance with all PJM requirements applicable thereto. JCP&L shall cooperate with NJEA in connection with any such scheduling and bidding and shall promptly provide telemetering and other information reasonably requested by NJEA for the purpose of assisting NJEA with its scheduling and bidding obligations hereunder. The Parties acknowledge that JCP&L was obligated to schedule and bid deliveries of electricity under the Existing PPA and that in connection with NJEA's obligation to schedule and bid deliveries of Contract Energy delivered hereunder pursuant to this Section 3.4(a)(i), JCP&L shall, upon the reasonable request of NJEA, provide reasonable assistance to NJEA in order to implement the transition of such scheduling and bidding obligations from JCP&L to NJEA. In accordance with current PJM scheduling requirements NJEA shall submit all final schedules for Contract Energy via the PJM eSchedule system and JCP&L shall confirm all such schedules, in each case, before the PJM deadline applicable thereto. In connection with any change in the Delivery Point for Contract Energy to be delivered hereunder, NJEA shall provide JCP&L with a final daily schedule for deliveries of Contract Energy to the new Delivery Point in accordance with all PJM requirements applicable thereto. NJEA shall not schedule for delivery any amount that exceeds the delivery rates specified in Section 3.3 hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(ii)  NJEA shall schedule Contract Energy deliveries and designate one or more Delivery Points hereunder in its discretion.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(iii)  On or before the Effective Date, NJEA shall enter Capacity in the amount of 250 MW per day for each day during the Term into PJM's eCapacity system in order to satisfy its Capacity obligation to JCP&L for the full Term; provided, however, (A) if PJM will not permit scheduling of Capacity for the full Term then NJEA shall schedule Capacity in the amount of 250 MW per day for the maximum period permitted by PJM and shall submit supplemental schedules to provide for the scheduling of Capacity to be delivered hereunder for the remainder of the Term, (B) the foregoing commitment shall not (1) abrogate the rights of NJEA under Section 5.1 hereof or (2) limit NJEA's ability to schedule Capacity deliveries on a daily or other interim basis in its sole discretion, (C) to the extent NJEA must deliver more than 250 MW of Capacity per day, NJEA shall periodically schedule deliveries of such additional amounts so as to satisfy its Capacity delivery obligation under this Agreement and (D) if and to the extent the Capacity Requirement is less than 250 MW per day as a result of the occurrence of applicable events described in Section 5.1hereof, then the 250 MW amounts described in the foregoing provisions of this Section 3.4(a)(iii)shall be an amount equal to the reduced Capacity Requirement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(iv)  If JCP&L receives revenues, credits or other compensation from PJM for services provided by, or relating to, the Facility that NJEA is entitled to receive in accordance with the terms of this Agreement, then JCP&L shall hold in trust and promptly pay such revenues, credits or other compensation over to, or credit the amount of such revenues, credits or other compensation to, NJEA and shall take any action reasonably requested by NJEA in order to cause such revenues, credits or other compensation to be paid or credited directly to NJEA.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(b)  The Parties agree to use commercially reasonable efforts to comply with all applicable PJM Practices in connection with the scheduling and delivery of Contract Energy and Capacity hereunder.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(c)  The obligations of the Parties with respect to the metering of electricity generated at the Facility and delivered to the Facility Bus are set forth in Schedule G hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(d)  The obligations of the Parties with respect to (i) Facility interconnection and (ii) Facility operational matters are set forth in Schedules H andIhereof; provided, however, that if the provisions of Schedule I conflict with the other provisions of this Agreement, the conflicting provisions of Schedule Ishall not apply and the other provisions of this Agreement shall control.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(e)  NJEA shall provide JCP&L with a written notice of its intent to supply Contract Energy from the Facility by no later than noon on the day before such delivery (the "Supply Notice"). No Supply Notice shall cover more than a seven (7) day period. NJEA may alter its Supply Notice up until noon on the day before such delivery. Notwithstanding the delivery of a final Supply Notice pursuant to the preceding sentence, NJEA may supply the Contract Energy which is the subject of the Supply Notice from the Facility or a source other than the Facility. On any day following a day in which NJEA did not give a Supply Notice of its intent to supply Contract Energy from the Facility (evincing an intent to supply the Contract Energy from a source other than the Facility) and NJEA chooses to dispatch the Facility, NJEA shall not be entitled to the rights provided in Section 3.6(c) hereof in the event of a Forced Outage for such delivery day.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|3.5  Sales for Resale.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|All Contract Energy delivered by NJEA to JCP&L hereunder shall be sales for resale, with JCP&L reselling such Contract Energy. JCP&L shall provide NJEA with any certificates reasonably requested by NJEA to evidence that the deliveries of Contract Energy hereunder are sales for resale.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|3.6  Failure of NJEA to Deliver Scheduled Contract Energy; Cover Damages.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(a)  In the event NJEA fails to deliver Contract Energy it is obligated to deliver hereunder and such failure is not excused under the terms of this Agreement (such undelivered Contract Energy to be referred to herein as the "Delivery Shortfall"), then NJEA shall pay JCP&L, on the date payment would otherwise be due in respect of the month in which the failure occurred, an amount for such deficiency equal to the Cover Damages. "Cover Damages" means an amount equal to (i) the positive difference, if any, between (x) the Replacement Price ($/MWh) multiplied by the quantity (in MWh) of the Delivery Shortfall, minus (y) the Energy Payment that would have been paid pursuant to Section 4.1 hereof had the Delivery Shortfall been delivered, plus (ii) any applicable penalties assessed by PJM against JCP&L as a direct result of NJEA's failure to deliver such Contract Energy. Except as otherwise provided in Section 8.2hereof, the damages provided in this Section 3.6 shall be the sole and exclusive remedy of JCP&L for any failure of NJEA to deliver Contract Energy that it is obligated to deliver hereunder. The invoice for the amount payable pursuant to this Section 3.6 shall include a written statement explaining in reasonable detail the calculation of such amount.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(b)  All Cover Damages payable by NJEA pursuant to this Section 3.6 shall be paid by netting such amounts against amounts otherwise payable by JCP&L to NJEA hereunder. Each Party reserves to itself all rights, counterclaims and, except as provided in Section 3.6(a) and 3.7hereof, other remedies and defenses consistent with this Agreement which such Party has or may be entitled to arising from or out of this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(c)  Notwithstanding any other provision of this Agreement to the contrary, during any Planned Outage or Forced Outage the failure by NJEA to deliver or cause to be delivered Contract Energy to JCP&L shall be excused and shall not constitute a Delivery Shortfall hereunder. NJEA shall only schedule Planned Outages during the calendar months of March, April, October and November. Upon the occurrence of a Forced Outage, NJEA (1) may, but shall not be obligated to, commence delivery of Contract Energy from a source other than the Facility for all or a portion of the Forced Outage and (2) shall not deliver electricity from the Facility to any third party for the duration of the Forced Outage. NJEA shall use its best efforts to overcome or cure any Forced Outage promptly after the occurrence thereof and shall, upon prior written notice from JCP&L, provide representatives of JCP&L with access to the Facility at reasonable times for the purpose of inspecting NJEA's repair efforts; provided that such access shall be at JCP&L's sole cost and shall not interfere with NJEA's normal business operations or repair efforts. A Forced Outage shall not constitute a Force Majeure hereunder and NJEA shall not be obligated to deliver Contract Energy from a source other than the Facility in order to overcome or mitigate the effects of a Forced Outage. If a Forced Outage occurs and NJEA does not deliver Contract Energy from a source other than the Facility during such Forced Outage, then as early as commercially practicable but in no event later than two (2) Business Days after the initial occurrence of the Forced Outage, NJEA shall provide JCP&L preliminary telephonic notice of the occurrence of the Forced Outage promptly (but in no event later than ten (10) Business Days after the initial occurrence of the Forced Outage) followed by written notice. The written notice shall specify the nature and, if known, cause of the Forced Outage, its anticipated effect on the ability of NJEA to deliver Contract Energy to JCP&L hereunder and the estimated duration of such Forced Outage.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(d)  The Parties acknowledge that PSE&G is the supplier of natural gas to the Facility pursuant to the PSE&G Agreement and that Article 7 of the PSE&G Agreement entitles PSE&G to interrupt transportation and supply services for natural gas to the Facility (the "PSE&G Interruption Right"). The Parties agree that upon exercise of the PSE&G Interruption Right, NJEA will use best efforts to obtain replacement natural gas in order to satisfy its Contract Energy delivery obligations hereunder. If, despite NJEA's best efforts, replacement natural gas is not available for purchase by NJEA and delivery to the Facility, the failure by NJEA to deliver Contract Energy to JCP&L due to the unavailability of natural gas resulting from exercise of the PSE&G Interruption Right shall be excused and shall not constitute a Delivery Shortfall hereunder. NJEA's obligation to use "best efforts" to obtain replacement natural gas pursuant to this Section 3.6(d) shall obligate it to exercise diligent and consistent efforts and make substantial expenditures to acquire replacement natural gas but shall not require it to deliver Contract Energy from a source other than the Facility to JCP&L to avoid a Delivery Shortfall. The provisions of this Section 3.6(d) do not address, and shall not excuse, any Delivery Shortfall resulting from the failure by NJEA to generate Contract Energy at the Facility using replacement natural gas obtained by it in satisfaction of the forgoing best efforts obligation or the failure to deliver such Contract Energy to JCP&L to the extent required by the other provisions of this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(e)  The Parties acknowledge that, during any time when the Facility is operating and generating electricity, PJM or the ISO (as applicable) shall have the right to exercise Automatic Generation Control ("AGC") that may, per hour, (i) increase or decrease the amount of electricity generated at the Facility by up to 3 MW. NJEA shall be entitled to all AGC Credits related to times when the Facility is operating and generating electricity. Notwithstanding the foregoing, if the cumulative amount of AGC Credits received during any calendar year during the Term exceeds $200,000 (the "AGC Annual Threshold"), JCP&L shall receive a credit against amounts it owes to NJEA hereunder which credit shall be an amount equal to any AGC Credits received by NJEA during such calendar year in excess of the AGC Annual Threshold. NJEA shall provide JCP&L with a statement within fifteen (15) calendar days after the end of each calendar year, setting forth the amount of AGC Credits earned by NJEA in such calendar year and any credits owed to JCP&L for such calendar year pursuant to this Section 3.6(e). Upon JCP&L's reasonable request, NJEA shall provide JCP&L with supporting documentation confirming the amount of AGC Credits earned by NJEA in such calendar year. Any credits owed to JCP&L pursuant to this Section 3.6(e) shall offset amounts otherwise payable by JCP&L to NJEA in the following billing periods. The provisions of Section 3.4(a)(iv) hereof shall be applicable to any and all AGC Credits. In the event of an AGC decrease, the non-delivery of Contract Energy in the amount of the AGC decrease (up to 3 MW per hour) shall not constitute a Delivery Shortfall hereunder.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|3.7  Failure by JCP&L to Accept Delivery of Contract Energy; Resale Damages.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|If JCP&L fails to accept all or part of the Contract Energy it is obligated to accept hereunder and such failure to accept is not excused under the terms of this Agreement (such Contract Energy is referred to herein as "Rejected Power"), then JCP&L shall pay NJEA, on the date payment would otherwise be due in respect of the month in which the failure occurred, an amount for such deficiency equal to the Resale Damages. "Resale Damages" means an amount equal to (i) the positive difference, if any, between (x) the Energy Payment that would have been paid pursuant to Section 4.1 hereof for such Rejected Power, had it been accepted, minus (y) the Resale Price ($/MWh) multiplied by the quantity (in MWh) of Rejected Power resold by NJEA, plus (ii) any applicable penalties assessed by PJM against NJEA as a direct result of JCP&L's failure to accept such Contract Energy. Except as otherwise provided in Section 8.2hereof, the damages provided in this Section 3.7 shall be the sole and exclusive remedy of NJEA for any failure of JCP&L to accept delivery of Contract Energy that it is obligated to accept hereunder.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|3.8  Delivery Point.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(a)  All Contract Energy shall be delivered by NJEA to JCP&L hereunder at either (i) the Facility Bus, (ii) any nodal point included within the JCP&L Zone, (iii) the JCP&L Zone or (iv) any other delivery point mutually agreed to by the Parties (the "Delivery Point"). In the event PJM or its successor no longer recognizes a nodal point that was part of the JCP&L Zone on the Agreement Date, such nodal point shall be a Delivery Point for purposes of this Agreement and NJEA shall be permitted to deliver Contract Energy to such nodal point notwithstanding its subsequent exclusion from the nodal points included in the JCP&L Zone by PJM.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(b)  If NJEA is unable to deliver Contract Energy to any designated Delivery Point due to the unavailability of transmission service or transmission service interruptions or due to a problem with a supplier, then JCP&L shall, at no additional out-of-pocket cost to JCP&L, use commercially reasonable efforts to make available or accept alternate delivery points reasonably requested by NJEA for the delivery of Contract Energy hereunder ("Alternate Delivery Points"); provided, however, that the failure, after commercially reasonable efforts, to make available or accept such Alternate Delivery Points as aforesaid shall not otherwise affect NJEA's rights and obligations hereunder.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(c)  NJEA may deliver Contract Energy to one or more Alternate Delivery Points, at no additional out-of-pocket cost to JCP&L, for so long as one or more of the conditions described in Section 3.8(b) hereof continues if NJEA uses commercially reasonable efforts to provide JCP&L with reasonable prior notice to such effect (or such shorter period required as a result of an event of Force Majeure or as the Parties otherwise agree in writing, such agreement not to be unreasonably withheld).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|(d)  NJEA shall be responsible for all transmission charges, including applicable ancillary service charges, line losses, congestion charges and other PJM or applicable system costs or charges associated with transmission incurred, in each case, in connection with the delivery of Contract Energy to the Delivery Point or to any Alternate Delivery Point.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(e)  JCP&L shall be responsible for all transmission charges, ancillary services charges, line losses, congestion charges and other PJM or applicable system costs or charges associated with transmission, incurred, in each case, in connection with the transmission of Contract Energy delivered under this Agreement from and after the Delivery Point or an Alternate Delivery Point (as the case may be), to any other location.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(f)  Delivery of Contract Energy at any Delivery Point other than the Facility Bus shall result in a "Delivery Point Adjustment" to the Energy Payment. The Delivery Point Adjustment shall initially equal (x) -32 cents ($0.32) per MWh of Contract Energy delivered during On-Peak Hours; and (y) -12 cents ($0.12) per MWh of Contract Energy delivered during Off-Peak Hours. At the end of each calendar year, the Actual Delivery Point Differential for the calendar year just concluded shall be determined for (i) On-Peak Hours and (ii) Off-Peak Hours. If (x) the difference between the then applicable Delivery Point Adjustment and the Actual Delivery Point Differential is greater than 5 cents ($0.05) per MWh for either the On-Peak Hours or Off-Peak Hours (as applicable) and (y) during such calendar year at least five percent (5%) of Contract Energy delivered hereunder during On-Peak Hours or Off-Peak Hours (as applicable) is delivered to a Delivery Point other than the Facility Bus (the "5% Threshold"), then for the forthcoming calendar year the Delivery Point Adjustment in effect for the prior calendar year for either or both categories of hours (as applicable) shall be increased or decreased by the difference and such adjusted amount shall be the Delivery Point Adjustment effective for the forthcoming calendar year. If deliveries of Contract Energy to Delivery Points other than the Facility Bus do not exceed the 5% Threshold for either On-Peak Hours or Off-Peak Hours during a particular year, the Delivery Point Adjustment for both On-Peak Hours and Off-Peak Hours shall remain unchanged. Examples of the intended operation and calculation of the Delivery Point Adjustment component of the Energy Payment are set forth on Schedule Ehereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|4.  PAYMENTS FOR CONTRACT ENERGY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|4.1  Payment for Contract Energy.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(a)  All Contract Energy delivered to JCP&L under this Agreement shall be purchased by JCP&L at the Energy Price. Beginning on the Effective Date and continuing for the Term, JCP&L shall pay NJEA a monthly payment (the "Energy Payment") for Contract Energy delivered during such month in an amount equal to the sum of (A) (i) the product of the total Contract Energy (in MWh) delivered to JCP&L hereunder during such month, multiplied by (ii) the per-MWh Energy Price for each MWh of such delivered Contract Energy, plus (B) any Excess Delivery Charge, minus (C) the Monthly Minimum Energy Price Discount, plus or minus (D) the PJM Reconciliation Amount, plus (E) the applicable Delivery Point Adjustment (which may be a positive or negative number ($/MWh)) for each MWh of Contract Energy delivered to any Delivery Point other than the Facility Bus.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(b)  The Energy Payment for each month shall be calculated in accordance with the following formula:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|EP = (CEDp x EPp) + (CEDop x EPop) + EDC - MD +/- PRA + DPA                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|where: "EP" = Energy Payment for the month;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|"CEDp" = Contract Energy delivered during On-Peak Hours during the month;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|"EPp" = Energy Price for Contract Energy delivered during On-Peak Hours during the month;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|"CEDop" = Contract Energy delivered during Off-Peak Hours during the month;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|"EPop" = Energy Price for Contract Energy delivered during Off-Peak Hours during the month;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|"EDC" = Excess Delivery Charge for Excess Deliveries during the month;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|"MD" = Monthly Minimum Energy Price Discount;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|"PRA" = PJM Reconciliation Amount for such month; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|"DPA" = the sum of the Delivery Point Adjustments for each MWh of Contract Energy delivered to a Delivery Point other than the Facility Bus during the month (which amount may be a positive or negative number, with a negative number decreasing the Energy Payment and a positive number increasing the Energy Payment).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|4.2  Prepayment of Minimum Energy Price; JCP&L Discount Rate.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(a)  During the three (3) year period commencing on the Effective Date, NJEA may, at its sole election and from time to time prepay all or any portion of the remaining Minimum Energy Price Discounts for the then remaining Term of the Agreement (the "Prepayment Right") by delivering a written notice (the "Prepayment Notice") to JCP&L of its election to prepay an amount (the "Prepayment Amount") on the Prepayment Date. If NJEA elects to exercise its Prepayment Right at any time after the Effective Date, then within two (2) Business Days following receipt by JCP&L of the Prepayment Notice, JCP&L shall provide NJEA with written notice of the then current JCP&L Discount Rate, including documentation supporting any change in the JCP&L Discount Rate from the JCP&L Discount Rate of 8.46% as of the Effective Date. Within two (2) Business Days following receipt by NJEA of such notice indicating the proposed JCP&L Discount Rate, NJEA shall provide JCP&L with written notice of (i) the new Prepayment Rate and new Monthly Discount Factor that will be applicable following the then proposed prepayment or (ii) NJEA's intent to postpone or cancel the proposed prepayment or (iii) any dispute regarding JCP&L's proposed JCP&L Discount Rate (which dispute shall be resolved as provided in Article 10hereof). Within two (2) Business Days following receipt by JCP&L of NJEA's notice of the new Prepayment Rate and new Monthly Discount Factor, or in the case of a dispute, the resolution of such dispute and receipt by JCP&L of NJEA's calculation of the new Prepayment Rate and new Monthly Discount Factor that will be applicable following the then proposed prepayment, JCP&L shall advise NJEA of any dispute related to the calculation thereof (such dispute to be resolved as provided in Article 10hereof). In the absence of any dispute as described in the preceding sentence or, if such dispute exists, upon the resolution thereof in accordance with the provisions of Article 10hereof, NJEA may proceed with the prepayment as described below.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(b)  In the event NJEA elects to exercise the Prepayment Right at any time after the Effective Date, provides JCP&L with a Prepayment Notice and pays the Prepayment Amount on the Prepayment Date, such Prepayment Amount shall be converted into a specific amount ($/MWh) in accordance with Schedule Dhereof (calculated using the JCP&L Discount Rate, the Prepayment Date and the Prepayment Amount) (the "Prepayment Rate"). Such Prepayment Rate shall reduce the Monthly Discount Factor in effect immediately prior to the prepayment in accordance with Exhibit Ato Schedule Dhereof and the adjusted Monthly Discount Factor shall be applicable as of the Prepayment Date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(c)  Notwithstanding any other provision of this Section 4.2, the Parties agree and acknowledge that (i) NJEA shall be entitled (but shall not be obligated) to exercise the Prepayment Right on the Effective Date without delivering a Prepayment Notice to JCP&L and (ii) for the purposes of this Agreement the JCP&L Discount Rate for any prepayment pursuant to Section 4.2hereof on or before the Effective Date shall be 8.46%.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|4.3  Statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(a)  For each month during the Term, JCP&L shall prepare and present to NJEA, on or before the twentieth (20th) day of the subsequent month, a statement (in $/kWh) for Contract Energy and Capacity delivered to JCP&L during such month in accordance with Article 4 hereof. Such statement shall indicate (1) the total MWhs of Contract Energy and Capacity delivered or supplied during the month, (2) the calculation of the Energy Price for such Contract Energy and any Delivery Point Adjustment applicable in respect of such month pursuant to Section 3.8(f) hereof and (3) any applicable credits or amounts payable to either Party pursuant to Sections 3.6, 3.7, 4.1,and 5.2hereof or any other provision of this Agreement. All invoices and statements for amounts payable by one Party to the other Party under this Agreement shall be in $/kWh.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(b)  On or before the fifteenth (15th) day following the end of each month during the Term, NJEA shall provide written notice to JCP&L of the amount of Contract Energy delivered to JCP&L hereunder during the preceding month that was delivered from sources other than the Facility. On or before the fifteenth (15th) day following the end of each calendar year during the Term (or partial calendar year, as applicable), NJEA shall provide written notice to JCP&L of the amount of Contract Energy delivered to JCP&L hereunder during the preceding calendar year (or partial calendar year, as applicable) that was delivered from sources other than the Facility. If for any calendar year (including, without limitation, the first and last partial calendar years of the Term) the product of the JCP&L Discount multiplied by the number of MWhs of Contract Energy delivered to JCP&L hereunder during such calendar year (or partial calendar year, as applicable) by or on behalf of NJEA from sources other than the Facility is greater than the Minimum Energy Price Discount for such calendar year, then such difference shall be deducted from the amount payable by JCP&L hereunder for the next succeeding month or in the case of the last year of the Term, the end of Term invoice for Contract Energy delivered for the last month of the Term (which month could be a full or partial calendar month).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|4.4  Payment and Disputes; Reconciliation with PJM.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(a)  Unless otherwise agreed by the Parties, payment of amounts reflected in a statement rendered pursuant to Section 4.3 hereof shall be due and payable on or before the last Business Day of the month in which the statement is delivered to NJEA. Payments shall be made by wire transfer to an account designated by NJEA in a notice delivered to JCP&L, or in the case of a payment due to JCP&L, to an account designated by JCP&L in the statement or in a written notice delivered to NJEA.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(b)  In the event NJEA disputes all or any part of a statement delivered to it pursuant to Section 4.3 hereof, NJEA shall notify JCP&L of the basis for the dispute in writing, accompanied by supporting documentation, within a thirty (30) day period from receipt of such statement. Upon receipt of notice of the dispute and supporting documentation, JCP&L shall have thirty (30) days from receipt of such notice to resolve any dispute with NJEA. In the event the dispute is not resolved within the thirty (30) day period, either Party may submit the matter to arbitration for resolution in accordance with Article 10 hereof. In the event of any dispute regarding a statement, the undisputed portion thereof shall be paid when due as if there were no dispute, and the disputed portion shall not be due until the dispute is resolved in favor of the Party claiming entitlement to payment. The disputed amount of any statement shall accrue interest at the Late Payment Rate from the date payment of such amount would have been due absent the dispute with respect to such amount until the date payment is made.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(c)  In the event that PJM billing and reconciliation statements issued pursuant to the PJM Agreement contain information relating to deliveries of Contract Energy or Capacity hereunder that differ from the information for the same period contained in statements generated by JCP&L pursuant to Section 4.3 hereof, then the dollar amount of such difference (the "PJM Reconciliation Amount") shall be added to or subtracted from (as appropriate) the Energy Payment calculated pursuant to Section 4.1 hereof for the next billing month. Upon request by NJEA, JCP&L shall promptly provide to NJEA any PJM reconciliation statements, notices, invoices, and other records as are reasonably necessary to provide written substantiation of the quantities, prices, calculations and other pertinent data used by JCP&L in rendering the monthly statements pursuant to Section 4.3hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|4.5  Variable Energy Rate Retroactive Application                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(a)  Effective as of February 1, 2003, and continuing through the earlier of (i) August 13, 2003 or (ii) the Effective Date of this Agreement, the variable energy rate as described and utilized in Section 3.1(a)andAppendix Iof the Existing PPA (the "VER") shall be 5.700 cents/kWh. Effective as of August 14, 2003 and continuing through the earlier of (i) August 13, 2004 or (ii) the Effective Date of this Agreement, the VER shall be 4.177 cents/kWh, which was derived by dividing the arithmetic average of the monthly Gas Prices for the preceding calendar year (2002) by the arithmetic average of the monthly Gas Prices for the calendar year two (2) years prior (2001) and multiplying such quotient by the VER in effect immediately prior to such adjustment (5.700 cents/kWh) in accordance with the methodology provided in Schedule Fhereof. VER shall have no effect for any purpose under this Agreement as of the day immediately following the Effective Date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(b)  As a result of retroactive application of the VER for the period beginning August 14, 2002 and ending at 11:59 p.m. (Eastern Prevailing Time) on January 31, 2003, JCP&L paid NJEA a lump sum payment of $9,221,335.03 on March 4, 2003, calculated by adding (i) $9,170,750.02 for power delivered to JCP&L by NJEA during such period, plus (ii) interest of $50,585.01, such interest having been calculated on the last day of each month of such period using the one month London Interbank Offered Rate ("Libor") as published in the Wall Street Journal under "Money Rates" on the last Business Day of such month plus 125 basis points (1.25%).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|4.6  Interest on Late Payment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|If a payment is not received when due under this Agreement, the delinquent Party shall pay to the other Party interest on such unpaid amount which shall accrue from the due date until the date upon which payment in full is made at the prime lending rate as may from time to time be published in The Wall Street Journal under "Money Rates" on such day (or if not published on such day on the most recent preceding day on which published), plus two percent (2%) (the "Late Payment Rate").                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|4.7  Administrative Fee                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|The Parties hereby agree that NJEA shall pay JCP&L a monthly fee to compensate JCP&L for the administrative burden associated with this Agreement. The monthly administrative fee shall be an amount equal to (a) from the Effective Date through and including December 31, 2005, $2,000.00 per month (pro-rated for the first partial month of this Agreement) and (b) from January 1, 2006 through the remainder of the Term, $2,500.00 per-month (pro-rated for the last partial month of this Agreement). All administrative fees payable by NJEA pursuant to this Section 4.7 shall be paid by netting such amounts against amounts otherwise payable by JCP&L to NJEA hereunder.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|5.  CAPACITY; FACILITY OBLIGATIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|5.1  Obligation to Provide Capacity.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|During the Term, NJEA shall provide to JCP&L the Capacity Requirement from any source in NJEA's sole discretion in accordance with the terms and conditions of this Agreement. So long as the Facility is a PJM Capacity asset, the Capacity Requirement shall be the greater of 250 MW per day (unless modified as provided below in connection with any modifications or adjustments to PJM Practices) or the actual Facility Capacity as determined by PJM from time to time; provided, however, that any Facility Capacity that results from additions or improvements to the Facility after the Agreement Date shall not be included in the actual Facility Capacity determined by PJM from time to time. If a Party receives notice from PJM of a change in the actual Facility Capacity as determined by PJM from time to time, such Party shall promptly provide the other Party with notice of such change. The Parties have agreed to an initial Capacity Requirement of 250 MW based on historical generation levels at the Facility and PJM Practices as of the Agreement Date for determining the amount of Capacity generated or provided by the Facility. If such PJM Practices are adjusted or modified in the future, the Parties agree to modify the Capacity Requirement hereunder to reflect the impact that such adjustments or modifications have on the Capacity available from the Facility. For example, if the modification reasonably results, or would have reasonably resulted, in the Facility realizing only 75% of the amount of Capacity generated or produced prior to this Agreement, then the Capacity Requirement shall be reduced by 25% as of the effective date of the adjustments or modifications of the PJM Practices. In the event that (i) there is no longer a market for Capacity or (ii) Capacity no longer has economic value to JCP&L, then the Capacity Requirement will be reduced accordingly or eliminated entirely, as appropriate, as determined by the Parties in their reasonable judgment, and to the extent of such reduction or elimination, NJEA shall be released from its obligation under this Section 5.1. The Energy Payment shall not be reduced as a result of any reduction in the Capacity Requirement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|5.2  Failure of NJEA to Deliver Capacity; Remedy.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|If NJEA fails to provide JCP&L with all or part of the Capacity Requirement it is required to provide pursuant to Section 5.1 hereof, and such failure is not excused under the terms of this Agreement, then the Capacity Damages associated with such Capacity Requirement delivery failure shall be deducted from amounts payable by JCP&L hereunder for the next succeeding month. "Capacity Damages" means an amount equal to (i) the replacement price for such Capacity Requirement in the PJM Daily Capacity Credit Market (as defined in the PJM Agreement or any product or market that becomes a surrogate therefor), plus (ii) any penalties assessed by PJM against JCP&L as a direct result of NJEA's failure to deliver the Capacity Requirement in accordance with Section 5.1hereof. Except as otherwise provided in Section 8.2(a) hereof, the damages provided in this Section 5.2shall be the sole and exclusive remedy of JCP&L for any failure of NJEA to deliver the Capacity Requirement hereunder and there shall be no other adjustment of the Energy Payment as a result of NJEA's failure to deliver such Capacity Requirement. The invoice for the amount payable hereunder shall include a written statement explaining in reasonable detail the calculation of such amount.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|5.3  Obligations with Respect to Facility and Status as a PJM Market Seller.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(a)  Except as provided in Section 5.1hereof, throughout the Term NJEA shall (1) maintain its status as a Market Seller under the PJM Agreement, (2) submit to PJM the Offer Data with respect to the Facility as required pursuant to Schedule 1 to the PJM Agreement, and update such data as required by the PJM Agreement, and (3) maintain a "Net Capability" for the Facility of no less than 250 MW per day, as Net Capability is defined in, and pursuant to the requirements set forth in, the PJM Manual for Rules and Procedures for Determination of Generating Capability, dated as of August 23, 2000, as such manual may be amended from time to time (the "PJM Manual").                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(b)  Nothing in Section 5.3(a)nor in Article 13hereof shall constitute a prohibition against or a restriction upon NJEA's ability to sell, transfer, lease, exchange, or otherwise dispose of the Facility, provided that (i) NJEA shall require, as a condition to the consummation of any such transaction, that the buyer, transferee, subsequent owner or lessee of the Facility shall agree to be bound by the covenants set forth in this Section 5.3 (including the covenant contained in this Section 5.3(b) to bind any subsequent transferees) and (ii) any such buyer, transferee, subsequent owner or lessee shall be at least as creditworthy as NJEA at the time of the sale, transfer, lease, exchange or other disposition and shall be a Person regularly engaged in the ownership or operation of electric generating facilities and be capable of operating the Facility in compliance with the covenants contained in this Section 5.3 (a "Qualified Transferee").                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(c)  In the event that PJM dispatches the Facility for reliability purposes at a time when the Facility would not otherwise be operational (a "Must-Run Order") and NJEA operates the Facility in accordance therewith, electricity delivered pursuant to the Must Run Order shall not be a delivery hereunder so long as NJEA has not scheduled the delivery of Contract Energy generated at the Facility to JCP&L. NJEA is entitled to deliver hereunder from the Facility during any time a Must-Run Order is effective and NJEA may (but shall not be obligated to) continue deliveries hereunder from a source other than the Facility simultaneously with deliveries from the Facility pursuant to the Must-Run Order. In the event PJM dispatches the Facility for reliability purposes at a time when the Facility is running or was intended to be run in order to deliver Contract Energy hereunder, then such deliveries shall be pursuant to this Agreement without regard to this Section 5.3(c) notwithstanding the PJM dispatch.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(d)  Nothing in this Section 5.3 is intended to prohibit or preclude NJEA from selling or delivering all or any part of the Capacity, installed capacity or operating capacity of the Facility to any third party provided that such sale and delivery to a third party shall not diminish, relieve or modify NJEA's obligation to deliver Capacity to JCP&L in accordance with the terms of this Agreement and be available for dispatch in accordance with Section 5.3(c)hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|6.  REPRESENTATIONS, WARRANTIES AND COVENANTS OF JCP&L                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|6.1  Representations and Warranties of JCP&L.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|JCP&L hereby represents and warrants to NJEA as of the Effective Date as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(a)  Organization and Good Standing; Power and Authority. JCP&L is a corporation duly incorporated, validly existing and in good standing under the laws of the State of New Jersey. JCP&L has all requisite power and authority to execute, deliver, and perform its obligations under this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(b)  Due Authorization; No Conflicts. The execution and delivery by JCP&L of this Agreement, and the performance by JCP&L of its obligations hereunder, have been duly authorized by all necessary actions on the part of JCP&L and do not and, under existing facts and law, will not: (i) contravene its restated certificate of incorporation or any other governing documents; (ii) conflict with, result in a breach of, or constitute a default under any note, bond, mortgage, indenture, deed of trust, license, contract or other agreement to which it is a party or by which any of its properties may be bound or affected; (iii) assuming receipt of the Final Decision, violate any order, writ, injunction, decree, judgment, award, statute, law, rule, regulation or ordinance of any governmental authority or agency applicable to it or any of its properties; or (iv) result in the creation of any lien, charge or encumbrance upon any of its properties pursuant to any of the foregoing.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(c)  Binding Agreement. This Agreement has been duly executed and delivered on behalf of JCP&L and, assuming the due execution hereof and performance hereunder by NJEA and, assuming receipt of the Final Decision, constitutes a legal, valid and binding obligation of JCP&L, enforceable against it in accordance with its terms, except as such enforceability may be limited by law or principles of equity.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(d)  No Proceedings. Other than the BPU proceeding in connection with the Final Decision and (with respect to (ii) below) other than as set forth in JCP&L's Form 10-K for the year ended December 31, 2002, Forms 10-Q for the quarter ended March 31, 2003, and Forms 8-K through March 31, 2003, all as filed with the Securities and Exchange Commission, there are no actions, suits or other proceedings, at law or in equity, by or before any governmental authority or agency or any other body pending or, to the best of its knowledge, threatened against or affecting JCP&L or any of its properties (including, without limitation, this Agreement) which relate in any manner to this Agreement or any transaction contemplated hereby, or which JCP&L reasonably expects to lead to a material adverse effect on (i) the validity or enforceability of this Agreement or (ii) JCP&L's ability to perform its obligations under this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(e)  Consents and Approvals. Except for the Final Decision, the execution, delivery and performance by JCP&L of its obligations under this Agreement does not and, under existing facts and law, will not, require any approval, consent, permit, license or other authorization of, or filing or registration with, or any other action by, any Person which has not been duly obtained, made or taken, and all such approvals, consents, permits, licenses, authorizations, filings, registrations and actions are in full force and effect, final and non-appealable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(f)  Existing Agreement. Neither JCP&L nor, to the best of JCP&L's knowledge, NJEA is in default under the Existing PPA, and no condition exists that, with the passage of time, the giving of notice, or both, would constitute any such default.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(g)  Negotiations. The terms and provisions of this Agreement are the result of arm's length and good faith negotiations on the part of JCP&L.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|7.  REPRESENTATIONS, WARRANTIES AND COVENANTS OF NJEA                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|7.1  Representations and Warranties of NJEA.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|NJEA hereby represents and warrants to JCP&L as of the Effective Date as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(a)  Organization and Good Standing; Power and Authority. NJEA is a limited partnership validly existing and in good standing under the laws of the State of New Jersey and is duly authorized to transact business as a foreign limited partnership in each jurisdiction required in order to perform its obligations under this Agreement. NJEA has all requisite limited partnership power and authority to execute, deliver and perform its obligations under this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(b)  Due Authorization; No Conflicts. The execution and delivery by NJEA of this Agreement and the performance by NJEA of its obligations hereunder have been duly authorized by all necessary actions on the part of NJEA and its partners and do not and, under existing facts and law, will not: (i) contravene its partnership agreement or any other governing documents; (ii) conflict with, result in a breach of, or constitute a default under any note, bond, mortgage, indenture, deed of trust, license, contract or other agreement to which it is a party or by which any of its properties may be bound or affected; (iii) violate any order, writ, injunction, decree, judgment, award, statute, law, rule, regulation or ordinance of any governmental authority or agency applicable to it or any of its properties; or (iv) result in the creation of any lien, charge or encumbrance upon any of its properties pursuant to any of the foregoing.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(c)  Binding Agreement. This Agreement has been duly executed and delivered on behalf of NJEA and assuming the due execution hereof and performance hereunder by JCP&L, constitutes a legal, valid and binding obligation of NJEA, enforceable against it in accordance with its terms, except as such enforceability may be limited by law or principles of equity.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(d)  No Proceedings. Other than the BPU proceedings in connection with the Final Decision, there are no actions, suits or other proceedings, at law or in equity, by or before any governmental authority or agency or any other body pending or, to the best of its knowledge, threatened against or affecting NJEA or this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(e)  Consents and Approvals. The execution, delivery and performance by NJEA of its obligations under this Agreement do not and, under existing facts and law, will not, require any approval, consent, permit, license or other authorization of, or filing (except for informational filings with the Federal Energy Regulatory Commission) or registration with, or any other action by, any Person which has not been duly obtained, made or taken, and all such approvals, consents, permits, licenses, authorizations, filings, registrations and actions are in full force and effect, final and non-appealable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(f)  Existing Agreement. Neither NJEA nor, to the best of NJEA's knowledge, JCP&L is in default under the Existing PPA, and no condition exists that, with the passage of time, the giving of notice, or both, would constitute any such default.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(g)  Negotiations. The terms and provisions of this Agreement are the result of arm's length and good faith negotiations on the part of NJEA.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|8.  BREACHES; REMEDIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|8.1  Events of Default; Cure Rights.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|It shall constitute an event of default ("Event of Default") hereunder if:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|(a)  Representation or Warranty. Any representation or warranty set forth herein is not accurate and complete in all material respects as of the date made, unless such inaccuracy or incompleteness is capable of cure by the payment of money and is cured within thirty (30) days after written notice thereof is given by the non-defaulting Party to the defaulting Party, or unless such inaccuracy or incompleteness is not capable of cure by the payment of money, but is otherwise capable of cure, and the Party in default promptly begins and diligently and continuously pursues such cure activity.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(b)  Payment Obligations. Any payment due and payable hereunder is not made on the date due, and such failure continues for more than five (5) Business Days after notice thereof is given by the non-defaulting Party to the defaulting Party.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(c)  Other Covenants. Subject to Sections 3.6, 3.7, and 5.2hereof, a Party fails to perform, observe or otherwise to comply with any obligation hereunder (other than as described in Section 8.1(b), Section 8.1(f), or Section 8.1(g) hereof) and such failure continues for more than thirty (30) days after notice thereof is given by the non-defaulting Party to the defaulting Party, or if such default is not capable of cure within thirty (30) days, the Party in default promptly begins such cure activity within such thirty (30) day period and diligently and continuously pursues the cure activity such that the failure is cured within ninety (90) days after notice thereof is given by the non-defaulting Party to the defaulting Party.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(d)  JCP&L Bankruptcy. JCP&L (a) is adjudged bankrupt or files a petition in voluntary bankruptcy under any provision of any bankruptcy law or consents to the filing of any bankruptcy or reorganization petition against JCP&L under any such law, or (without limiting the generality of the foregoing) files a petition to reorganize JCP&L pursuant to 11 U.S.C. Section 101 or any similar statute applicable to JCP&L, as now or hereinafter in effect, or (b) makes an assignment for the benefit of creditors, or admits in writing an inability to pay its debts generally as they become due, or consents to the appointment of a receiver or liquidator or trustee or assignee in bankruptcy or insolvency of JCP&L, or (c) is subject to an order of a court of competent jurisdiction appointing a receiver or liquidator or custodian or trustee of JCP&L or of a major part of its property.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(e)  NJEA Bankruptcy. NJEA (a) is adjudged bankrupt or files a petition in voluntary bankruptcy under any provision of any bankruptcy law or consents to the filing of any bankruptcy or reorganization petition against NJEA under any such law, or (without limiting the generality of the foregoing) files a petition to reorganize NJEA pursuant to 11 U.S.C. Section 101 or any similar statute applicable to NJEA, as now or hereinafter in effect, or (b) makes an assignment for the benefit of creditors, or admits in writing an inability to pay its debts generally as they become due, or consents to the appointment of a receiver or liquidator or trustee or assignee in bankruptcy or insolvency of NJEA, or (c) is subject to an order of a court of competent jurisdiction appointing a receiver or liquidator or custodian or trustee of NJEA or of a major part of its property.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(f)  Material Delivery Failure of Contract Energy. NJEA fails to deliver Contract Energy as required hereunder to JCP&L for any period of three hundred sixty five (365) consecutive days for any reason other than as excused pursuant to the terms of this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(g)  Material Delivery Failure of Capacity. NJEA fails to deliver Capacity as required hereunder to JCP&L for any period of three hundred and sixty five (365) consecutive days for any reason other than as excused pursuant to the terms of this Agreement and fails to pay the Capacity Damages associated with such failure as and when due.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|8.2  Termination; Termination Payment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(a)  If an Event of Default as described in either Section 8.1(b) hereof (payment default) pursuant to which the payment default exceeds $100,000.00 unless disputed in good faith and in accordance with Article 10, Section 8.1(f) hereof (i.e., Material Delivery Failure with respect to Contract Energy), or Section 8.1(g) hereof (i.e., Material Delivery Failure with respect to Capacity) is continuing on the sixtieth (60th) day following the receipt by the defaulting Party of written notice provided by the non-defaulting Party to the defaulting Party of such Event of Default, then the non-defaulting Party may at any time after the expiration of the sixty (60) day cure period described above during which such Event of Default remains uncured terminate this Agreement by giving written notice thereof to the defaulting Party; provided, however, that any such termination by the non-defaulting Party shall not diminish nor discharge the payment obligation of the defaulting Party which gives rise to such termination. Upon any such termination of this Agreement, NJEA shall have the right to sell or otherwise dispose of the Contract Energy or Capacity that was otherwise to be delivered to JCP&L hereunder in any manner it sees fit, free of any JCP&L interest therein. Except as provided in this Section 8.2(a), neither Party shall be entitled to terminate this Agreement due to an Event of Default by the other Party.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(b)  If JCP&L terminates this Agreement pursuant to Section 8.2(a) due to an Event of Default by NJEA pursuant toSection 8.1(f)hereof(i.e., Material Delivery Failure with respect to Contract Energy) or pursuant to Section 8.1(g)hereof (i.e., Material Delivery Failure with respect to Capacity), then NJEA shall pay liquidated damages to JCP&L (the "NJEA Termination Payment"), which shall consist of (A) the mark-to-market value, if any, of the terminated Energy Payment obligation, as determined in a commercially reasonable manner, with the reference contract price being the Energy Price hereunder, reasonably adjusted to reflect changes in the expected Facility dispatch factor caused by changes in projected market prices (which is relevant in determining the projected deliveries from the Facility for Article 4 JCP&L discount purposes) and the market consisting of a reasonable estimation of the sum of the amounts that would be payable by JCP&L for electricity and Capacity during the Replacement Period from a replacement supplier in the amounts that would have been required to be delivered to JCP&L hereunder absent termination of this Agreement; plus (B) the total amount of Ancillary Termination Damages payable to JCP&L due to the termination. JCP&L shall provide NJEA with an invoice for the damages calculated in accordance with this Section 8.2(b) plus any additional amount owed to JCP&L in connection with such termination as described in Section 8.2(d) hereof which invoice shall set forth the calculation and substantiation for such amounts. NJEA shall pay the undisputed amount set forth in such invoice within thirty (30) days by wire transfer to an account designated by JCP&L in the invoice or in a written notice delivered to NJEA and, with respect to any disputed amount of such invoice, pursue dispute resolution proceedings as described in Section 4.4(b) and Article 10 hereof. Such liquidated damages, which the Parties agree are reasonable, shall be payable on account of the substantial consideration received by NJEA as a result of this Agreement. The Parties agree, and shall take all necessary action to establish before any court or arbitral tribunal, that damages suffered by JCP&L as a result of an Event of Default on the part of NJEA hereunder and termination of this Agreement are reasonable and necessary to justly compensate JCP&L for its damages resulting from such Events of Default and termination of this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(c)  If NJEA terminates this Agreement pursuant to Section 8.2(a) hereof due to an Event of Default by JCP&L, then JCP&L shall pay liquidated damages to NJEA (the "JCP&L Termination Payment"), which shall consist of (A) the mark-to-market value, if any, of the terminated Energy Payment obligation, as determined in a commercially reasonable manner, with the reference contract price being the Energy Price hereunder, reasonably adjusted to reflect changes in the expected Facility dispatch factor caused by changes in projected market prices (which is relevant in determining the projected deliveries from the Facility for Article 4 JCP&L discount purposes) and the market consisting of a reasonable estimation of the sum of the amounts that would be payable to NJEA for the sale of electricity and Capacity during the Replacement Period to a replacement purchaser in the amounts that would have been required to be accepted by JCP&L hereunder absent termination of this Agreement; plus (B) the total amount of Ancillary Termination Damages payable to NJEA due to the termination. NJEA shall provide JCP&L with an invoice for the damages calculated in accordance with this Section 8.2(c) plus any additional amount owed to NJEA in connection with such termination as described in Section 8.2(d) hereof which invoice shall set forth the calculation and substantiation for such amounts. JCP&L shall pay the undisputed amount set forth in such invoice within thirty (30) days by wire transfer to an account designated by NJEA in the invoice or in a written notice delivered to JCP&L and, with respect to any disputed amount of such invoice, pursue dispute resolution proceedings as described in Section 4.4(b) and Article 10 hereof. Such liquidated damages, which the Parties agree are reasonable, shall be payable on account of the substantial consideration received by JCP&L as a result of this Agreement. The Parties agree, and shall take all necessary action to establish before any court or arbitral tribunal, that damages suffered by NJEA as a result of an Event of Default on the part of JCP&L hereunder and termination of this Agreement are reasonable and necessary to justly compensate NJEA for its damages resulting from such Event of Default and termination of this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(d)  In connection with the termination of this Agreement pursuant to Section 8.2(a) hereof each Party shall pay any amounts owed to the other Party under this Agreement as of the date of such termination (without duplication of the amounts set forth in the preceding paragraphs of this Section 8.2) on or before the date required for payment of the amounts described in Sections 8.2(b) or (c)above.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|8.3  Remedies.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(a)  Damages and Costs. Subject to Section 8.3(c) hereof and to the extent not covered by Section 3.6, Section 3.7, Section 5.2,or Section 8.2 hereof, a defaulting Party shall be liable to the non-defaulting Party for any and all costs, expenses, damages and losses suffered or incurred by such non-defaulting Party in connection with an Event of Default on the part of the other Party.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(b)  Other Remedies. In addition to the rights and remedies following an Event of Default as set forth herein, each of the Parties shall also have available to it all of the rights, powers and remedies available to it at law or in equity.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(c)  Consequential Damages. Notwithstanding anything otherwise contained in this Agreement to the contrary, neither NJEA nor JCP&L shall be liable to the other for any indirect, consequential, incidental, punitive or exemplary damages. The provisions of this Section 8.3(c) shall not affect or diminish the damage amounts payable pursuant to Sections 3.6, 3.7, 5.2 and 8.2hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(d)  Suspension of Deliveries. In the event of any payment default by JCP&L pursuant to Section 8.1(b)hereof (which by its terms includes a five-day cure period), then upon at least five (5) days' prior written notice (which notice may not be delivered prior to the expiration of the five (5) day cure period described in Section 8.1(b)hereof), NJEA may, but shall not be obligated to, suspend deliveries of Contract Energy and Capacity under this Agreement until such payment default has been cured. In the event of such suspension of deliveries to JCP&L pursuant to this Section 8.3, NJEA shall be relieved of all of its delivery obligations hereunder for the duration of such suspension.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|9.  FORCE MAJEURE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|9.1  Force Majeure.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|The term "Force Majeure" means an event or circumstance which prevents a Party from performing its obligations hereunder (other than the obligation to make payments then due or becoming due with respect to performance prior to the Force Majeure), which event or circumstance was not anticipated and which is not within the reasonable control of, or the result of the fault or negligence of, the claiming Party, and which, by the exercise of due diligence (which may include obtaining replacement power, to the extent obtainable on commercially reasonable terms), the claiming Party is unable to overcome or avoid or cause to be avoided on commercially reasonable terms and conditions. Notwithstanding the foregoing, Force Majeure shall not be based on (i) the loss of JCP&L's markets; (ii) JCP&L's inability economically to use or resell the Contract Energy or Capacity purchased hereunder; (iii) the loss or failure of NJEA's supply of electric energy, (iv) NJEA's ability to sell Contract Energy and Capacity at a price greater than the Energy Price or (v) the ability of JCP&L to recover all or any part of the amounts paid or payable by it to NJEA hereunder nor shall a Forced Outage constitute a Force Majeure event (the rights and obligations of the Parties during a Forced Outage being set forth in Section 3.6(c) hereof). Neither Party may raise a claim of Force Majeure based in whole or in part on a System Emergency curtailment by a transmission provider unless (i) such Party has contracted for firm transmission with a transmission provider for the product to be delivered to or received at the Delivery Point and (ii) such curtailment is due to a System Emergency or "force majeure" or "uncontrollable force" or a similar term as defined under the transmission provider's tariff; provided, however, that existence of the foregoing factors shall not be sufficient to conclusively or presumptively prove the existence of a Force Majeure absent a showing of other facts and circumstances which in the aggregate with such factors establish that a Force Majeure as defined in the first sentence hereof has occurred.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Subject to the satisfaction of the criteria set forth in the preceding paragraph, Force Majeure events shall include, without limitation, action of a court or regulatory authority, a Change in Law (excluding a Change in Law regarding the ability of JCP&L to recover all or any part of the amounts paid or payable by it to NJEA hereunder), a System Emergency affecting NJEA or JCP&L, a condition or situation which JCP&L reasonably deems, in accordance with Prudent Utility Practices, is imminently likely to endanger life or property, or adversely affect or impair, or imminently adversely affect or impair, the integrity of JCP&L's transmission system, forced outage, potential overloading of JCP&L's transmission and distribution circuits, unusual operating conditions on JCP&L's transmission system, conditions such that JCP&L is unable to back down its own generation sufficiently to accept electricity from NJEA without jeopardizing the integrity of JCP&L's transmission system, catastrophic physical failures or disruptions of the PJM transmission system or any other cause beyond the reasonable control of the Party seeking relief as a result of such event; provided, however, that for purposes of this Agreement, Force Majeure shall not include (i) any event that results solely in an increase in NJEA's or its suppliers' costs to perform obligations to deliver Contract Energy to JCP&L hereunder or (ii) any increase in the cost of electricity supplies or transmission or (iii) any congestion costs.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|9.2  Notice and Excuse of Performance.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(a)  Following a Force Majeure event, if either Party believes that such event will, or is reasonably likely to, adversely affect the performance of its obligations under this Agreement, then as early as commercially practicable but in no event later than two (2) Business Days after the initial occurrence of such event and for contingency planning purposes, such Party shall provide preliminary telephonic notice of the occurrence of a Force Majeure to the other Party promptly followed by written notice on or before the tenth (10th) Business Day after the initial occurrence of such event. Such written notice shall specify the nature and, if known, cause of the Force Majeure, its anticipated effect on the ability of such Party to perform obligations under this Agreement and the estimated duration of any interruption in service or other adverse effects resulting from such Force Majeure and shall be updated or supplemented as necessary to keep the other Party advised of the effect and remedial measures being undertaken to overcome the Force Majeure.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|For the purposes of this Section 9.2, notification given to the schedulers for the Parties shall be sufficient delivery of notice.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(b)  Effect of Force Majeure on Performance of Obligations. To the extent either Party is prevented by Force Majeure from carrying out, in whole or part, its obligations under this Agreement and such Party (the "Claiming Party") gives notice and details of the Force Majeure to the other Party as soon as practicable, then the Claiming Party shall be excused from the performance of its obligations with respect to such obligations (other than the obligation to make payments then due or becoming due with respect to performance prior to the Force Majeure). The Claiming Party shall remedy the Force Majeure with all reasonable dispatch. The non-Claiming Party shall not be required to perform its obligations to the Claiming Party corresponding to the obligations of the Claiming Party excused by Force Majeure.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|10.  DISPUTE RESOLUTION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(a)  Any controversy, dispute or claim between the Parties to this Agreement, which the Parties are unable to resolve by negotiation or over which any regulatory body lacks jurisdiction or declines to initiate proceedings, shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the "AAA"), then in effect, and the provisions of this Article 10. No suit at law that seeks to resolve any controversy, dispute or claim between the Parties shall be instituted by either Party hereto, except where such suit is instituted to confirm an arbitration award received pursuant to this Article 10. However, nothing contained herein shall deprive either Party of any right to: (i) obtain injunctive or other equitable relief in any court in the State of New Jersey, on an interim basis pending disposition of the arbitration of any controversy, dispute or claim if such relief is available under applicable principles of law and equity (provided, however, that the arbitrators selected pursuant to Section 10(d) hereof shall not regard as dispositive any such award of injunctive or equitable relief when considering a dispute); and/or (ii) assert any cross-claim, or third-party claim in any suit at law instituted by a third party; and/or (iii) file and prosecute any complaint at and with the regulatory agency having jurisdiction or make and prosecute any claim or position in any filing made with such regulatory agency by either Party or some third party.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(b)  Any controversy, dispute or claim submitted to arbitration shall be settled by arbitration to be conducted in New York, New York. Any award entered pursuant to such arbitration shall be binding on both Parties and judgment upon the award rendered or received may be entered in the Superior Court of the State of New Jersey pursuant to N.J.S.A. 2A:24-1 et seq.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(c)  Exclusive jurisdiction relative to the entry of judgment on any arbitration award relative to any controversy or claim between the Parties shall be in any court of appropriate subject matter jurisdiction located in New Jersey, and the Parties to this Agreement expressly subject themselves hereby to the personal jurisdiction of said court for entry of any such judgment and for the resolution of any dispute, action, or suit arising in connection with the entry of such judgment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(d)  The controversy or claim to be arbitrated shall be referred to three (3) arbitrators, one to be selected by each Party andthe third to be selected by the AAA. The selections to be made by the Parties shall be made from the list of the National Panel of Arbitrators maintained by the AAA. The arbitrator to be selected by the AAA shall be qualified to pass on any technical or engineering matters and shall be independent of both JCP&L and NJEA. All decisions and awards shall be made by a majority of the arbitrators, except for decisions relating to discovery as set forth herein.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|(e)  In the event any arbitrator dies, or refuses to act, or becomes incapable, incompetent or unfit to act before hearings have been completed and/or before an award has been rendered, a successor arbitrator may be selected by the Party who originally made the selection. The selection of the successor arbitrator shall be made consistent with the selection procedure set forth in the preceding paragraph.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(f)  The arbitrators selected pursuant to this Agreement shall be governed by and apply the laws of the State of New Jersey and federal law, as applicable, in conducting any arbitration proceeding and/or in making any award.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(g)  Notice of a demand for arbitration of any controversy or dispute between the Parties shall be filed in writing with the AAA by the Party seeking arbitration and a copy of same shall be served contemporaneously with such filing on the other Party. The notice shall state, with specificity, the nature of the dispute and the remedy sought. After such notice has been filed, the Parties may make discovery of any matter relevant to such dispute before the hearing, to the extent and in the manner provided by the Rules Governing Civil Practice in the Superior Court contained in the Rules Governing the Courts of the State of New Jersey. Any question that may arise with respect to the obligations of the Parties relative to discovery and/or relative to the protection of the discovery materials shall be referred solely to the arbitrator selected by the AAA. His determination shall be final and conclusive. Discovery shall be completed not later than ninety (90) days after filing of the notice of arbitration unless such period for discovery is extended by the arbitrator selected by the AAA, upon a showing of good cause by the Party requesting the extension.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(h)  The arbitrators may consider any material that is relevant to the subject matter of any such controversy even if such material might also be relevant to an issue or issues not subject to arbitration hereunder. A stenographic record shall be made of any arbitration hearing.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(i)  Any costs associated with any arbitration under this Article 10, including but not limited to attorney fees and witness expenses, shall be paid by the Party against whom an award is enteredunless the arbitrators by their award otherwise provide.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|(j)  Arbitration may not be utilized and the arbitrators selected in accordance with this Article 10 shall not possess the authority or power to alter, amend or modify any of the terms or conditions or charges set forth in this Agreement, and further, the arbitrators may not enter any award which alters, amends or modifies such terms, conditions or charges in any form or manner.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|11.  CONFIDENTIALITY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(a)  JCP&L and NJEA each agree not to disclose to any Person and to keep confidential, and to cause and instruct its Affiliates, officers, directors, employees, partners and representatives not to disclose to any Person and to keep confidential, any and all of the following information relating to the Restructuring: (i) the terms and provisions of this Agreement and any other agreements relating to the Restructuring; provided, however, that JCP&L may, without the consent of NJEA, publicly disclose the gross amount of its projected savings resulting from the Restructuring on both a percentage or total dollar savings basis, (ii) any financial, pricing or supply quantity information relating to the Contract Energy to be supplied by NJEA hereunder, the Facility or NJEA and (iii) any information that is clearly marked or identified as "Confidential". Notwithstanding the foregoing, any such information may be disclosed: (A) to the extent required by applicable laws and regulations or by any subpoena or similar legal process of any court or agency of federal, state or local government so long as the receiving Party gives the non-disclosing Party written notice at least three (3) Business Days prior to such disclosure, if practicable, (B) to lenders and potential lenders to JCP&L or to lenders to NJEA or other Person(s) in connection with the implementation of the Restructuring and to financial advisors, rating agencies, and any other Persons involved in the acquisition, marketing or sale or placement of such debt, (C) to agents, trustees, advisors and accountants of the Parties or their Affiliates involved in the financings described in clause (B) above, (D) to potential assignees of JCP&L or NJEA or other Persons in connection with such proposed assignment and to financial advisors, rating agencies, and any other Persons involved in the marketing, placement or rating of such assignment, (E) to agents, trustees, advisors and accountants of the Parties or their Affiliates or agents, trustees, advisors and accountants of Persons involved in the potential assignment described in clause (D) above or (F) to the extent the non-disclosing Party shall have consented in writing prior to any such disclosure. With respect to the Restructuring, this Article 11 shall supersede any prior confidentiality agreement between JCP&L and NJEA or its Affiliates, including that certain Stipulation of Agreement of Non-Disclosure of Confidential or Protected Information, between JCP&L and an Affiliate of NJEA in connection with the Restructuring. Information (1) of a confidential nature which has become public other than as a result of a breach of this Article 11, (2) which was known to the disclosing Party prior to the execution of the Stipulation of Agreement of Non-Disclosure of Confidential or Protected Information, or (3) which was received by the disclosing Party from another source who in turn disclosed the information without violating legal restrictions, will not be subject to the confidentiality obligations set forth herein with respect to such information. Nothing in this Section 11(a) shall limit or otherwise restrict the disclosure of information regarding the Restructuring to the BPU or other governmental or regulatory entity or other party thereto in connection with the satisfaction of requirements for regulatory approvals required in connection with the transactions contemplated hereby or in connection with any other JCP&L proceeding before the BPU other than a proceeding before the BPU in which JCP&L agrees not to participate pursuant to Section 15.2 below; provided, however, that the Parties shall use their best efforts to cause all such submitted information to be treated on a confidential basis by such government or regulatory entities or other party and to prohibit, to the extent possible, the public distribution of such information.
|(b)  No public statement, press release or other voluntary publication regarding this Agreement or the Restructuring or any of the transactions contemplated hereby shall be made or issued without the prior consent of the other Party, which consent shall not be unreasonably withheld.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|12.  INDEMNIFICATION AND INDEMNIFICATION PROCEDURES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|12.1  Indemnification.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|Each Party ("Indemnifying Party") shall indemnify, defend and hold the other Party ("Indemnified Party") and its partners, shareholders, partners, directors, officers, employees and agents (including, but not limited to, Affiliates and contractors and their employees), harmless from and against all liabilities, damages, losses, penalties, claims, demands, suits and proceedings of any nature whatsoever suffered or incurred by such Indemnified Party arising out of the Indemnifying Party's gross negligence or willful misconduct (including, without limitation, any breach of this Agreement resulting from gross negligence or willful misconduct). In the event injury or damage results from the joint or concurrent grossly negligent or willful misconduct of the Parties, each Party shall be liable under this indemnification in proportion to its relative degree of fault. Such duty to indemnify shall not apply to any claims which arise or are first asserted more than two (2) years after the termination of this Agreement. Such indemnity shall not include or compensate for indirect, punitive, exemplary, incidental or consequential damages incurred by either Party.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|12.2  Indemnification Procedures.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|Each Indemnified Party shall promptly notify the Indemnifying Party of any claim in respect of which the Indemnified Party is entitled to be indemnified under this Article 12. Such notice shall be given as soon as is reasonably practicable after the Indemnified Party becomes aware of each claim; provided, however, that failure to give prompt notice shall not adversely affect any claim for indemnification hereunder except to the extent the Indemnifying Party's ability to contest any claim by any third party is materially adversely affected. The Indemnifying Party shall have the right, but not the obligation, at its expense, to contest, defend, litigate and settle, and to control the contest, defense, litigation and/or settlement of, any claim by any third party alleged or asserted against any Indemnified Party arising out of any matter in respect of which such Indemnified Party is entitled to be indemnified hereunder. The Indemnifying Party shall promptly notify such Indemnified Party of its intention to exercise such right set forth in the immediately preceding sentence and shall reimburse the Indemnified Party for the reasonable costs and expenses paid or incurred by it prior to the assumption of such contest, defense or litigation by the Indemnifying Party. The Indemnifying Party shall have the right to select legal counsel to defend a claim for which the Indemnified Party is seeking indemnification pursuant to this Section 12.2, subject to the consent of the Indemnified Party, which shall not be unreasonably delayed or withheld. If the Indemnifying Party exercises such right in accordance with the provisions of this Article 12and any Indemnified Party notifies the Indemnifying Party that it desires to retain separate counsel in order to participate in or proceed independently with such contest, defense or litigation, such Indemnified Party may do so at its own expense. If the Indemnifying Party fails to exercise it rights set forth in the third sentence of this Section 12.2, then the Indemnifying Party will reimburse the Indemnified Party for its reasonable costs and expenses incurred in connection with the contest, defense or litigation of such claim. No Indemnified Party shall settle or compromise any claim in respect of which the Indemnified Party is entitled to be indemnified under this Article 12 without the prior written consent of the Indemnifying Party; provided, however, that such consent shall not be unreasonably withheld by the Indemnifying Party.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|13.  ASSIGNMENT AND JCP&L REORGANIZATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|13.1  Prohibition on Assignment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Except as provided in Section 13.2 hereof, this Agreement may not be assigned by either Party without the prior written consent of the other Party, which may not be unreasonably withheld. Any attempted or purported assignment of this Agreement that is not expressly permitted pursuant to Section 13.2 hereof, shall be null and void and shall have no effect on or with respect to the rights and obligations of the Parties hereunder.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|13.2  Permitted Assignment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(a)  In addition to its rights set forth in Section 13.2(c)hereof, NJEA shall have the right to assign all or any portion of its rights or obligations under this Agreement without the consent of JCP&L to existing and any future lenders secured, in whole or in part, by interests in the Facility or NJEA or Affiliates of NJEA. In connection with the exercise of remedies under the security documents relating to such financing(s), the lender(s) or trustee(s) shall be entitled to assign this Agreement to any third-party transferee designated by such lender(s) or trustee(s).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(b)  JCP&L shall have the right to assign this Agreement in connection with a JCP&L Reorganization Event or otherwise to any assignee without the consent of NJEA so long as (1) the proposed assignee is significantly involved in the electric, transmission and distribution business and (2) the proposed assignee's credit rating as established by Moody's or S&P is equal to or better than that of JCP&L at the time of the proposed assignment (provided, that any such rating that is on "watch" for downgrading shall not satisfy the credit rating criteria described in clause (2)).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(c)  If either Party assigns this Agreement as provided in this Section 13.2, then such Party shall cause to be delivered to the other Party an assumption agreement (in form and substance reasonably satisfactory to the non-assigning Party) of all of the obligations of the assigning Party hereunder by such assignee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(d)  An assignment of this Agreement pursuant to this Section 13.2 shall not release or discharge the assignor from its obligations hereunder unless the assignee executes a written assumption agreement in accordance with Section 13.2(c) hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|14.  NOTICES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Any notice or communication given pursuant hereto shall be in writing and (1) delivered personally (personally delivered notices shall be deemed given upon written acknowledgment of receipt after delivery to the address specified or upon refusal of receipt); (2) mailed by registered or certified mail, postage prepaid (mailed notices shall be deemed given on the actual date of delivery, as set forth in the return receipt, or upon refusal of receipt); (3) e-mailed (e-mailed notices shall be deemed given upon actual receipt) or (4) delivered in full by telecopy (telecopied notices shall be deemed given upon actual receipt), in either case addressed or telecopied as follows or to such other addresses or telecopy numbers as may hereafter be designed by either Party to the other in writing:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|If a Supply Notice to JCP&L:
Jim Sensenig
PJM DataMart
FirstEnergy Service Company
2800 Pottsville Pike
Reading PA, 19640-0001
Phone: 610-921-6543
Facsimile: 610-929-8820
E-mail: jjsensenig@gpu.com                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|If to JCP&L other than a Supply Notice:
Kevin Siedt
FirstEnergy Service Company
2800 Pottsville Pike
Reading, PA 19640-0001
Phone: 610-921-6063
Facsimile: 610-921-6256
E-mail: ksiedt@gpu.com                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|COPY TO:Cortlandt C. Choate Jr. Esq.
FirstEnergy Service Company
2800 Pottsville Pike
Reading, PA 19640-0001
Phone: 610-921-6783
Facsimile: 610-939-8655
E-mail: cchoate@gpu.com                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|If to NJEA:
North Jersey Energy Associates, A Limited Partnership
c/o Northeast Energy, LP
c/o ESI Northeast Energy GP, Inc.
Its General Partner
700 Universe Blvd.
P.O. Box 14000
Juno Beach, FL 33408
Attention: Business Manager
Phone: 561-304-5107
Facsimile: 561-304-5161                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|15.  WAIVER AND MODIFICATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|15.1  Modification or Waiver.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|This Agreement may be amended and its provisions and the effects thereof waived only by a writing executed by the Parties, and no subsequent conduct of any Party or course of dealings between the Parties shall effect or be deemed to effect any such amendment or waiver. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided. The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver of or an acquiescence in or to such provision.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|15.2  PURPA Acknowledgements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(a)  The Parties acknowledge and agree that:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(i)  The rates paid by JCP&L to NJEA under the Existing PPA were based on JCP&L's "avoided cost" (as defined in 18 C.F.R. Part 292) at the time the Existing PPA was negotiated;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(ii)  Under the Existing PPA, NJEA was entitled to all rights afforded to a "qualifying facility" (as defined in 18 C.F.R. Part 292)("QF") under applicable law, including, but not limited to, PURPA, for as long as the Facility maintained its status as a QF; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(iii)  The consideration for NJEA's agreement to amend and restate the Existing PPA and to waive its rights under PURPA, as provided in Section 15.2(c) below, is the execution and delivery of this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(b)  It is the express intent of the Parties that this Agreement shall be deemed a successor to, replacement of and substitute for the Existing PPA, which is being amended and restated in its entirety as of the Effective Date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(c)  As of the Effective Date, NJEA forever relinquishes and waives any rights it may have or may have in the future under PURPA or any federal or state regulation, act or order implementing PURPA, to require JCP&L or any of its affiliates to purchase electricity and or capacity generated at the Facility. NJEA shall cause any third party successor to NJEA's rights and interest in the Facility to agree to be bound by the foregoing waiver. NJEA shall indemnify, defend and hold JCP&L and its partners, shareholders, members, directors, officers, employees and agents harmless from and against all liabilities, damages, losses, penalties, claims, demands, suits and proceedings of any nature whatsoever suffered or incurred by JCP&L arising out of any failure by NJEA to comply with the waiver of PURPA rights set forth in this Section 15.2(c).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(d)  This Agreement is being entered into by JCP&L pursuant to and under the authority of the New Jersey Competition Act. Notwithstanding the foregoing, as of the Effective Date and continuing throughout the Term, this Agreement shall be a valid and binding agreement of the Parties and shall not be amended, modified, supplemented or terminated as a result of any repeal, amendment or interpretation of the New Jersey Competition Act or for any other reason except as expressly provided for herein.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(e)  As of the Effective Date and continuing throughout the Term, each Party hereby irrevocably waives its right to seek or support, and agrees not to seek or support, in any way, including, but not limited to, seeking or supporting through application, complaint, petition, motion, filing before any governmental authority (including, without limitation, BPU and FERC), rule, regulation or statute: (i) reconsideration by the BPU of its approval of this Agreement; (ii) modification or invalidation of this Agreement or any term or condition contained herein(including, without limitation, any pricing provision herein); or (iii) disallowance or impairment, in whole or in part, of JCP&L's right to fully and timely recover from its customers its costs of purchasing electricity and capacity pursuant to this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(f)  Nothing contained herein shall be deemed or construed as (i) a waiver by either Party of any right to challenge any attempt by the BPU, FERC or any other governmental authorityto disallow rate recovery or modify, amend or supplement this Agreement or (ii) an acknowledgment by any such Party that the BPU, FERC or any other governmental authoritywould have such authority if it so attempted.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(g)  As of the Effective Date, NJEA's and JCP&L's obligations under this Agreement are expressly not conditioned on the maintenance of the QF status of the Facility under PURPA, and this Agreement shall remain binding upon the Parties without regard to whether the Facility or any other source of power delivered to JCP&L under this Agreement is or remains a QF. Each Party shall obtain and maintain all permits or licenses necessary for it to perform its obligations under this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(h)  The Parties acknowledge and agree that, to the extent this Agreement is or becomes subject to review pursuant to the Federal Power Act, the standard of review for any change or modification to the pricing provisions of this Agreement proposed by any Person who is not a party hereto or FERC acting sua sponte shall be the "public interest" standard of review set forth in United Gas Pipe Line Co. v. Mobile Gas Service Corp., 350 U.S. 332 (1956) and Federal Power Commission v. Sierra Pacific Power Co., 350 U.S. 348 (1956) (the "Mobile-Sierra" doctrine).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|16.  INTERPRETATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|16.1  Choice of Law.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Interpretation and performance of this Agreement shall be in accordance with, and shall be controlled by, the laws of the State of New Jersey (without regard to its principles of conflicts of law).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|16.2  Headings.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Article and Section headings are for convenience only and shall not affect the interpretation of this Agreement. References to articles, sections and appendices, and schedules are, unless the context otherwise requires, references to articles, sections, appendices, and schedules of this Agreement. The words "hereof" and "hereunder" shall refer to this Agreement as a whole and not to any particular provision of this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|17.  COUNTERPARTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|Any number of counterparts of this Agreement may be executed, and each shall have the same force and effect as an original.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|18.  NO DUTY TO THIRD PARTIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Except as provided in any consent to assignment as specified in the other provisions of this Agreement, nothing in this Agreement nor any action taken hereunder shall be construed to create any duty, liability or standard of care to any Person not a Party to this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|19.  SEVERABILITY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|If any term or provision of this Agreement or the interpretation or application of any term or provision to any prior circumstance is held to be unenforceable, illegal or invalid by a court or agency of competent jurisdiction, the remainder of this Agreement and the interpretation or application of all other terms or provisions to Persons or circumstances other than those which are unenforceable, illegal or invalid shall not be affected thereby, and each term and provision shall be valid and be enforced to the fullest extent permitted by law.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|20.  ENTIRE AGREEMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|Upon the Effective Date, this Agreement, together with the agreements executed or delivered on the Effective Date in connection herewith, shall constitute the entire agreement and understanding between the Parties hereto and shall supersede all prior agreements and understandings relating to the subject matter hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       





|IN WITNESS WHEREOF, each of JCP&L and NJEA has caused this Agreement to be duly executed on its behalf as of the date first above written.
|------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                          
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|                                                                                                                                          







|SCHEDULE A
to
AMENDED AND RESTATED
POWER PURCHASE AGREEMENT                                                                          
|-------------------------------------------------------------------------------------------------------------------------------------
|DELIVERY SCHEDULE & JCP&L DISCOUNT                                                                                                   
|PART 1: DELIVERY SCHEDULE FOR CONTRACT ENERGY                                                                                        
|                                                                                                                                     
|                                                                                                                                     
|Month                                                                                                                                
|                                                                                                                                     
|January                                                                                                                              
|February                                                                                                                             
|March                                                                                                                                
|April                                                                                                                                
|May                                                                                                                                  
|June                                                                                                                                 
|July                                                                                                                                 
|August                                                                                                                               
|September                                                                                                                            
|October                                                                                                                              
|November                                                                                                                             
|December                                                                                                                             
|                                                                                                                                     
|PART 2: JCP&L MINIMUM ENERGY PRICE DISCOUNT                                                                                          
|                                                                                                                                     
|                                                                                                                                     
|YEAR                                                                                                                                 
|                                                                                                                                     
|2003                                                                                                                                 
|2004                                                                                                                                 
|2005                                                                                                                                 
|2006                                                                                                                                 
|2007                                                                                                                                 
|2008                                                                                                                                 
|2009                                                                                                                                 
|2010                                                                                                                                 
|2011                                                                                                                                 
|                                                                                                                                     
|*pro-rated for the first partial calendar year of the Agreement to reflect the remaining deliveries as set forth in Schedule C hereof







|SCHEDULE B
to
AMENDED AND RESTATED
POWER PURCHASE AGREEMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|CONTRACT ADJUSTERS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|PART I - METHODOLOGY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|Pursuant to Section 4.1 hereof, the Contract Adjusters represent a component of the Energy Payment and are intended to adjust the contract price to account for the change from annual (under the Existing PPA) to monthly gas pricing. The Contract Adjusters are derived from a combination of (a) actual monthly Henry Hub gas prices through the Effective Date, (b) agreed upon monthly basis prices for the Term and (c) monthly Henry Hub futures gas prices. The Contract Adjusters shall be set on or about the Effective Date as follows:                                                                                                                                                                  
|1.  The monthly basis for the period from April 2003 through March 2004 shall be 0.712/MMBtu. The monthly basis for the period from April 2004 through March 2005 shall be $0.663/MMBtu and, thereafter, the monthly basis shall be increased once a year by 3% each April 1st commencing on April 1, 2005.                                                                                                                                                                                                                                                                                                                                                                                                          
|2.  The Contract Adjuster model developed by JCP&L and distributed by email to NJEA on April 15, 2003 (the "Model") will be used to set the Contract Adjusters as of the Effective Date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|3.  On the Effective Date, or as soon thereafter as possible, the Model will be updated with the Actual Monthly Henry Hub Price and the Monthly Henry Hub Futures (as those terms are defined below):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(a)  For each month from the Agreement Date through the Effective Date the "Actual Monthly Henry Hub Price" will equal the published price in The Gas Daily Price Guide "Monthly Contract Index" under "Market Centers", "South Louisiana", "Henry Hub" published by Platts on or about the fifth Business Day of such calendar month.                                                                                                                                                                                                                                                                                                                                                                               
|(b)  For each month after the Effective Date, the "Monthly Henry Hub Futures" shall be the monthly forward curve of the Business Day immediately preceding the Effective Date (as reflected on the www.nymex.com website under natural gas futures in the "Most Recent Settle" column). To the extent that such futures price does not exist for any month during the Term, a substitute futures price for such month shall be used and shall be the monthly futures price for the same month in the preceding year, increased by 3%. For example, if there is no reported futures price for June 2008, the substitute futures price for June 2008 shall be the monthly futures price for June 2007, increased by 3%.
|4.  An example of the Contract Adjusters to be set on the Effective Date is illustrated in Part IIof this Schedule B.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                







|SCHEDULE C
to
AMENDED AND RESTATED
POWER PURCHASE AGREEMENT
|-----------------------------------------------------------
|ADJUSTERS Based on 04/14/2003 Futures
($/MWh)              
|                                                           
|                                                           
|                                                           
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|On-Peak                                                    
|Off-Peak                                                   
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|On-Peak                                                    
|Off-Peak                                                   
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|On-Peak                                                    
|Off-Peak                                                   
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|                                                           
|On-Peak                                                    
|Off-Peak                                                   
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|                                                           
|                                                           
|On-Peak                                                    
|Off-Peak                                                   
|                                                           
|                                                           
|                                                           
|On-Peak                                                    
|Off-Peak                                                   
|                                                           
|                                                           
|                                                           
|On-Peak                                                    
|Off-Peak                                                   
|                                                           
|                                                           
|                                                           
|On-Peak                                                    
|Off-Peak                                                   
|                                                           
|                                                           
|                                                           
|On-Peak                                                    
|Off-Peak                                                   
|                                                           







|PART III - GAS PRICES FOR INPUT
|-------------------------------
|Settle Date:                   
|04/14/03                       



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







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







|SCHEDULE C
to
AMENDED AND RESTATED
POWER PURCHASE AGREEMENT
|-----------------------------------------------------------
|DELIVERY SCHEDULE OF MONTHLY MWhs                          
|                                                           
|                                                           
|                                                           
|                                                           
|                                                           
|                                                           
|January                                                    
|February                                                   
|March                                                      
|April                                                      
|May                                                        
|June                                                       
|July                                                       
|August                                                     
|September                                                  
|October                                                    
|November                                                   
|December                                                   
|                                                           
|Annual                                                     
|                                                           







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







|EXHIBIT A
TO SCHEDULE D OF THE
AMENDED AND RESTATED
POWER PURCHASE AGREEMENT
|----------------------------------------------------------------------------
|                                                                            
|No Prepayment:                                                              
|Monthly Discount:                                                           
|                                                                            
|Annual True-Up:                                                             
|                                                                            
|Prepayment Example:                                                         
|Prepayment Rate                                                             
|                                                                            
|Monthly Discount:                                                           
|                                                                            
|Annual True-Up:                                                             
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                            







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







|SCHEDULE E
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AMENDED AND RESTATED
POWER PURCHASE AGREEMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
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|EXAMPLES OF CALCULATION OF DELIVERY POINT ADJUSTMENT TO THE ENERGY PAYMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|EXAMPLE 1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|In the month of September, 2003, NJEA delivers 90,000 MWh of Contract Energy to a Delivery Point other than the Facility Bus. One quarter of the MWh were delivered during On-Peak Hours and three quarters of the MWh were delivered during Off-Peak Hours. The Delivery Point Adjustment (DPA) for the month of September, 2003 shall be calculated as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|DPA = (-.32 cents x 22,500 MWh) + (-.12 cents x 67,500 MWh) = - $15,300.00                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|which negative amount shall be added to the monthly Energy Payment for September, 2003 in accordance with Section 4.1hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|EXAMPLE 2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|For the 2003 calendar year, (i) NJEA delivered more than 5% of Contract Energy during On-Peak Hours to a Delivery Point other than the Facility Bus and delivered more than 5% of Contract Energy during Off-Peak Hours to a Delivery Point other than the Facility Bus and (ii) the Actual Delivery Point Differential equaled (a) -38 cents (-$0.38) per MWh delivered during On-Peak Hours and (b) -11 cents (-$0.11) per MWh delivered during Off-Peak Hours so that the difference between the Delivery Point Adjustment (-32 cents (- $0.32) per MWh delivered during On-Peak Hours and -12 cents (- $0.12) per MWh delivered during Off-Peak Hours) and the Actual Delivery Point Differential is greater than 5 cents ($0.05) for On-Peak Hours but not Off-Peak Hours. Therefore the Delivery Point Adjustment for On-Peak Hours for the 2004 calendar year shall be -38 cents (-$.038) and the Delivery Point Adjustment for Off-Peak Hours for the 2004 calendar year shall remain -12 cents (-$0.12).







|SCHEDULE F
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AMENDED AND RESTATED
POWER PURCHASE AGREEMENT      
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|VER METHODOLOGY AND CALCULATION FOR VER EFFECTIVE AUGUST 14, 2003



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







|SCHEDULE G
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AMENDED AND RESTATED
POWER PURCHASE AGREEMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
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|METERING                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|1.  Metering of electricity generated at the Facility and delivered to the Facility Bus under this Agreement shall be by meters and metering devices and equipment provided, owned and maintained by JCP&L and paid for by NJEA. NJEA shall provide at its expense such telemetering equipment for the Facility as JCP&L may request; such telemetering equipment shall be maintained by JCP&L at NJEA's expense. JCP&L shall provide representatives of NJEA with access to JCP&L's meters at reasonable times for the purpose of accessing real-time telemetering information; provided that such access shall be at NJEA's sole cost and shall not interfere with JCP&L's normal business operations. NJEA may, if it desires, install its own metering devices, but, subject to paragraph 6 of this Schedule G, the determination of electricity generated at the Facility and delivered to JCP&L under this Agreement shall be by JCP&L's metering devices. NJEA shall pay JCP&L a monthly service charge of $150.00 for operation and maintenance of such metering devices. The monthly service charge shall be paid by netting such amount against amounts otherwise payable by JCP&L to NJEA hereunder.
|2.  Electricity generated at the Facility and delivered to the Facility Bus under this Agreement shall be measured by monthly meter readings taken by JCP&L on the last day of each calendar month.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|3.  JCP&L's meters shall be sealed and the seals shall be broken only by JCP&L and only when the meters are to be inspected, replaced, tested or adjusted by JCP&L. JCP&L shall test its meters once annually at its own expense. JCP&L shall conduct such additional metering tests as NJEA may, from time to time, reasonably request, but such additional tests shall be performed at NJEA's sole cost and expense unless the metering equipment is found to be inaccurate by more than two percent (2%), in which event JCP&L shall bear the costs of such testing. NJEA shall be given reasonable advance notice of all metering activity and shall have the right to observe any such inspections, tests, replacements or adjustments.                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|4.  NJEA shall provide representatives of JCP&L with access to JCP&L's meters at reasonable times for the purposes of reading, inspecting, testing and adjusting the same, provided that such access does not interfere with NJEA's normal business operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|5.  If, upon testing, any electrical measuring equipment is found to be in error by not more than two percent (2%), previous recordings of such equipment shall be considered accurate in computing deliveries of electricity generated at the Facility and delivered to the Facility Bus under this Agreement, but such equipment shall be promptly adjusted to record correctly. If, upon testing, any electrical measuring equipment shall be found to be inaccurate by an amount exceeding two percent (2%), then such equipment shall be promptly adjusted to record properly and previous recordings by such equipment shall be corrected to zero (0) error. Unless the period of inaccuracy can be accurately determined as a basis for adjustments, retroactive billing adjustments for errors with respect to any electrical measuring equipment shall be made for a period equal to one-half (1/2) of the time elapsed since the previous test of such electrical measuring equipment, but in no event more than six (6) months.                                                                                                                                                                     
|6.  Should the primary metering equipment at any time fail to register, or should the registration thereof be so erratic so as to be meaningless, the electricity delivered shall be determined from the best information available, including, but not limited to, data from operator's logs and the results of telemetry equipment owned by NJEA under paragraph 1 of this Schedule G.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       







|SCHEDULE H
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AMENDED AND RESTATED
POWER PURCHASE AGREEMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
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|INTERCONNECTION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|PART I  INTERCONNECTION FACILITIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|A.  The following requirements are applicable to NJEA's drawings and specifications of the Interconnection Facilities, which requirements have been satisfied by NJEA on or before the Agreement Date: NJEA's drawings and specifications of the Interconnection Facilities shall include the following:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|1.  Accurate single line diagram of the Interconnection Facilities plus the substation and line construction for the interconnection facilities to be conveyed to JCP&L.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|2.  Detailed site plan for substation and line locations including twenty four (24) hour uninhibited access to same.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|3.  Plans and specifications for NJEA's facilities including major equipment and the respective manufacturers.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|4.  Details of protection and control of NJEA's facilities including that overlapping JCP&L's substation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|5.  Generator and transformer data necessary to analyze fault and load currents at JCP&L's substation and flows into JCP&L's transmission system.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|B.  The following requirements are applicable to NJEA's design of the interconnection substation and have been satisfied by NJEA and became the property of JCP&L on or before the Agreement Date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|1.  All JCP&L facility design standards including but not limited to:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|a.  foundations;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|b.  line structure;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|c.  switch and bus support structures, dead end structures;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|d.  grounding;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|e.  cables, conduits, and their installation;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|f.  security fence/gates;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|g.  protective relaying and control switchboards;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|h.  control building associated equipment; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|i.  interchange metering.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|2.  Specific substation equipment must be on JCP&L's approved suppliers list or must be approved by JCP&L prior to purchase for use in this substation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|3.  The design drawings must meet or exceed all JCP&L drafting design requirements including size, correctability, line/letter quality, and format. The drawings must be signed and sealed by a New Jersey State registered P.E.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|4.  The installation must be in compliance with all applicable local, state and federal codes and regulations. The provisions of the National Electrical Code, National Electrical Manufacturers Association, and American National Standards Institute shall be observed to the extent they are applicable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|C.  The costs of all changes or additions necessary at remote JCP&L substations due to NJEA's installation that NJEA is obligated to pay have been paid by NJEA.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|D.  Maintenance of the equipment and isolation and fault protection systems must be performed and documented by NJEA or to the satisfaction of JCP&L. JCP&L reserves the right to inspect and/or test the equipment and protection systems.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|E.  Any change or alterations to the Interconnection Facilities or Protective Apparatus must be reviewed and approved by JCP&L prior to implementing and inspected and/or tested to the satisfaction of JCP&L before energizing.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|F.  The following obligation was applicable to JCP&L in connection to the design and construction of the Interconnection Facilities and has been satisfied on or before the Agreement Date: JCP&L agrees to maintain close engineering liaison with NJEA to insure that the facilities are designed in an acceptable manner and constructed consistent with JCP&L's practice.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|G.  NJEA hereby grants to JCP&L for the Term all necessary right-of-ways and easements on property owned or controlled by NJEA reasonably required by JCP&L to install, operate, maintain, replace and remove JCP&L's metering equipment and the Interconnection Facilities. NJEA hereby agrees to execute such grants, deeds, instruments, and other documents as required by JCP&L to enable JCP&L to record such rights of way and easements and to reflect the grant to JCP&L of the rights described in this paragraph. "Special Facilities" shall mean those additions and reinforcements to JCP&L's transmission system which would not be required but for the delivery of Contract Energy to JCP&L under this Agreement from the Facility.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|H.  If a separate interconnection is required in connection with, or as a result of a termination of, this Agreement, the Parties shall use reasonable commercial efforts to negotiate, execute and file with FERC a separate interconnection agreement. The Parties agree that JCP&L shall comply with all applicable laws, including applicable rules and regulations of FERC in connection with any termination or suspension of the interconnection rights of NJEA and the Facility provided by JCP&L hereunder. In the event the Parties cannot agree regarding the terms of any separate interconnection agreement, the Parties agree that the unexecuted interconnection agreement to be filed with FERC (and pursuant to which JCP&L shall provide interconnection service during the FERC proceeding to resolve the Parties' dispute relating to the terms of the separate interconnection agreement) shall include the terms and conditions regarding interconnection of the Facility set forth in this Agreement, together with any terms and conditions agreed to by both Parties and, with respect to any terms of the separate interconnection agreement as to which the Parties have not reached agreement, the most recent proposal made by or accepted by JCP&L (as the case may be) with respect thereto.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|PART II  INTERCONNECTION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|A.  JCP&L shall provide interconnection service to the Facility in order to allow all electricity generated at the Facility to be delivered to the PJM transmission system at the Facility Bus via the Interconnection Facilities. JCP&L's cost to provide such interconnection service is included in the negotiated amount of the Energy Payment and the other amounts payable pursuant to the other provisions of this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|B.  Notwithstanding anything contained in this Agreement to the contrary, except as otherwise specifically provided in paragraph C of Part IIof this Schedule G, JCP&L shall have the right to require NJEA to disconnect the Facility from JCP&L's transmission system (or otherwise curtail, interrupt or reduce purchases of Contract Energy from the Facility) whenever JCP&L deems, consist with Prudent Utility Practices, that such a disconnection, curtailment, interruption or reduction is necessary to facilitate construction, installation, maintenance, repair, replacement or inspection of any of JCP&L's or NJEA's facilities or equipment or due to System Emergencies, forced outages, potential overloading of JCP&L's transmission and distribution circuits or Force Majeure. NJEA hereby grants JCP&L and its representatives full and complete access to NJEA's interconnection equipment and Protective Apparatus in order to disconnect the same when necessary for the foregoing purposes. Prudent Utility Practices shall mean any of the practices, methods and acts engaged in or approved by a significant portion of the electric industry during the relevant time period, or any of the practices, methods and acts which, in the exercise of reasonable judgment in light of the facts known at the time the decision was made, could have been expected to accomplish the desired result at a reasonable cost consistent with good business practices, reliability, safety and expedition. Prudent Utility Practices is not intended to be limited to the optimum practice, method, or act to the exclusion of all others, but rather to be acceptable practices, methods or acts generally accepted in the region. Prudent Utility Practices shall include, but not be limited to, compliance with applicable laws and regulations, applicable control area standards and PJM Practices, the National Electric Safety Code, and the National Electrical Code, as they may be amended from time to time, including the criteria, rules and standards of any successor organizations.
|C.  If at any time NJEA fails to operate and maintain the Facility as provided herein and operation of the Facility endangers the safety of JCP&L's transmission system, JCP&L may disconnect from the Facility or otherwise refuse to accept and purchase electricity and capacity therefrom until such condition has been corrected. Without limiting or modifying the provisions of Section 15.2hereof, nothing in this Schedule H limits the rights of the Parties under Section 205 and 206 of the Federal Power Act and FERC's rules and regulations thereunder.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|D.  Notwithstanding the foregoing, JCP&L shall have the right upon such notice as may be practicable under the circumstances to disconnect, interrupt, curtail or otherwise refuse to accept and purchase electricity generated by the Facility if conditions on the PJM transmission system are such that generators of all PJM member utilities are required to reduce generation to minimum levels during periods of low load in accordance with applicable PJM Practices; provided, however, that such right to refuse to purchase shall be limited, in the aggregate, to two hundred (200) hours annually during the ten (10) year period that commenced on the "Initial Delivery Date" under the Existing PPA and four hundred (400) hours annually thereafter, and, in any event, to no more than twenty (20) separate occurrences annually; and provided, further, that any interruption, curtailment or disconnection of electricity from the Facility pursuant to paragraph B of Part IIof this Schedule G shall not be included in calculating such amounts. JCP&L shall use its best efforts to (i) provide NJEA with prior notification of any such disconnection, interruption, curtailment or reduction to the extent practicable and (ii) resume acceptance of electricity from the Facility as promptly as practicable after the condition causing the disconnection, interruption, curtailment or reduction is eliminated. JCP&L shall notify NJEA of any modification or amendment to the PJM Agreement which would affect any material obligation of NJEA hereunder as promptly as practicable after the filing of such proposed modification or amendment with FERC. Any failure by NJEA to deliver Contract Energy due to the exercise by JCP&L of its rights pursuant to this paragraph D shall not constitute a Delivery Shortfall hereunder.                                                                                                                                                                                                                                                    
|E.  If JCP&L requires NJEA to disconnect the Facility from JCP&L's transmission system or reduce or curtail deliveries of electricity pursuant hereto, NJEA shall have the right, during such time period, to continue to serve its native load, if any.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|F.  JCP&L and NJEA shall use their best efforts promptly to correct any condition on their respective systems which necessitates the disconnection of the Facility from JCP&L's transmission system or the reduction, curtailment or interruption of electrical output of the Facility. JCP&L shall promptly reconnect the Facility to its system after any such condition has been corrected.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|G.  The Facility shall be operated with all of NJEA's Protective Apparatus in service whenever the Facility is connected to or operating in parallel with JCP&L's transmission system.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|H.  NJEA shall operate the Facility in parallel with JCP&L's transmission system and shall deliver electricity generated at the Facility at the Facility Bus in the form of 3 phase, 60 cycle alternating current. Unless otherwise requested by JCP&L, NJEA shall operate the Facility at a unity power factor or shall provide such reactive power as may be deemed necessary by JCP&L to maintain voltage levels and reactive area support to NJEA's system. At any time during which NJEA is using the Facility to generate electricity, JCP&L shall have the right on a short-term emergency basis to request that NJEA operate the Facility at any excitation level within the range of the Facility's capability as determined from the equipment manufacturer's recommendation and consistent with Prudent Utility Practices. NJEA shall, at net cost to NJEA, use its best efforts to comply with any such request.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|I.  At no time shall operation of the Facility, including the generator or any of its auxiliary devices, result in an electrical output in which individual harmonic distortion exceeds 5% of JCP&L's voltage waveform or the sum of all harmonics exceeds 5% of JCP&L's waveform, as measured at the Facility Bus.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      





|PART III - SCHEMATIC DIAGRAM OF FACILITY BUS
|--------------------------------------------







|SCHEDULE I
to
AMENDED AND RESTATED
POWER PURCHASE AGREEMENT                       
|----------------------------------------------------------------------------------
|JCP&L SYSTEM NUG OPERATING GUIDELINES
JCP&L SYSTEM NUG OPERATING GUIDELINES MANUAL
|                                                                                  







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







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





|IV.  INTERCONNECTION PRACTICES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|A.  Switching Safety and Reliability                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|1.  Switching Procedures                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|The NUG Operator's switching procedures shall (i) be reviewed by the Company and (ii) at all times comply with and conform to the Company's switching procedures. These switching procedures shall at all times be followed precisely by the NUG Operator and closely coordinated between the NUG Operator and the Dispatcher. The Company shall provide a copy of its written switching procedures to the NUG Operator up on request.                                                                                                                                                                                                                                                                                                                                                                                                                          
|2.  Responsibility for Switching Equipment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|The NUG Operator shall be responsible for switching all equipment it owns, operates or controls. A specified device to isolate the NUG facility from the Company's facilities shall be switched by the NUG Operator, whenever requested by the Company, and locked and tagged by Company personnel to provide safety clearance. All sources of potential shall be opened and tagged in accordance with Company's switching and tagging practices and safety rules. The Company may, at its option, isolate the NUG facility either remotely or locally, as circumstances warrant.                                                                                                                                                                                                                                                                               
|3.  Opening and Tagging of Specified Company Devices                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|If requested by the NUG Operator, specified Company devices shall be operated and tagged by the Company according to the Company's switching and tagging practices and safety rules. Company switching and tagging practices and safety rules shall apply to (i) all situations involving Company personnel or property and (ii) any NUG Operator personnel involved with Company switching and tagging.                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|B.  Relaying                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|1.  NUG Relaying System Practices                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|The NUG relaying systems shall be consistent with the Company's relaying practices for:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|- Determination, isolation, communication, and correction of problems                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|- Security                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|- Maintenance on a scheduled cycle to assure reliability                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|- The design and setting of the protective relay system (which shall be subject to the prior review and acceptance by the GPU T&D Engineering Department).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|2.  Relaying System for the NUG Facility                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|The relaying system for the NUG facility shall be sufficient to prevent or limit equipment damage for contingencies:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|- Within the facility                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|- External to the facility and on the System                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|3.  NUG Underfrequency Relays                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|If the NUG facility's relaying system includes underfrequency relays, these relays shall be set so that the NUG facility is not tripped above 57.5 Hz, unless otherwise approved by the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|C.  Communications/Telemetering                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|1.  Communication Channels                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|The NUG Operator shall provide adequate and reliable telephone communication channels, manned by responsible personnel, to integrate the NUG facility's operation with the System under both normal and emergency conditions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|2.  Telemetering/Data Requirements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|The following classification ratings are based on a NUG facility's typical net electric energy deliveries to the Company. Supervisory Control and Data Acquisition ("SCADA") system and metering shall be consistent with the Company's practices, and compatible with GPU's computer and communication systems. The purchasing electric system, if other than GPU, may require the NUG Operator to install a second set of telemetering equipment, in addition to that required by the Company. JCP&L agrees that the existing Telemetering System installed at NJEA's Sayreville facility meets the intent of this section and no modifications are necessary.                                                                                                                                                                                                
|a.  Equal to or greater than 10 MWh/hr.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|For NUG facilities capable of delivering 10 MWh/hr. or more to the Company, the NUG Operator shall provide telemetered data via a SCADA system and an associated, dedicated communications channel to the Company's dispatch computer. Telemetered data shall include, but is not limited to:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|- MW                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|- MVAR                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|- Mwh                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|- Voltage                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|- Equipment Status                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|- Control Signals                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|b.  Equal to or greater than 2 MWh/hr., but less than 10 MWh/hr.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|For NUG facilities delivering energy equal to or greater than 2 MWh/hr. but less than 10 MWh/hr. to the Company, the NUG Operator shall provide telemetered data for:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|- MW                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|- MWh                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|c.  Equal to our greater than 500 kWh/hr., but less than 2 MWh/hr.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|For NUG facilities delivering energy equal to or greater than 500 kWh/hr. but less than 2 MWh/hr. to the Company, the NUG Operator shall provide:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|- Hourly MWh to be forwarded automatically to the Company by 8:00 a.m. of the following day.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|d.  Less than 500 kWh/hr.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|For NUG facilities delivering energy less than 500 kWh/hr. to the Company, the NUG Operator shall provide:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|- Hourly kWh or MWh to be forwarded to the Company by the second working day of the month.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|In addition, the Company may require the ability to disconnect the NUG facility from the Company's system via Supervisory Control.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|3.  Failure of Telemetering                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|It is expected and intended that telemetered data shall be sent to the Company automatically. In the event that the telemetered data is not automatically received by the Company on a temporary basis, the NUG Operator shall call the Company with the operating data at intervals specified by the Company. The NUG Operator shall correct any problems associated with the failure of telemetering equipment within a reasonable time.                                                                                                                                                                                                                                                                                                                                                                                                                      
|V.  GENERAL NUG OPERATING GUIDELINES - NORMAL OPERATIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|A.  Generator Control                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|1.  Governor Control                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|For any NUG facility engaged in parallel operation with the Company, the NUG Operator shall:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|a.  Operate on automatic governor control, except for the periods immediately before generating equipment is being removed from service and immediately after it has been placed in service, and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|b.  Minimize governor outages during periods of operation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|2.  Automatic Regulation Control ("AR") (Automatic Generation Control - "AGC")                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|For any NUG facility with a capacity rating of 50 MW or greater, the NUG Operator shall adhere to the following operational requirements:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|a.  The NUG Operator shall install, operate and provide Automatic Regulation equipment capable of responding to the Company's automatic signal.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|b.  The NUG Operator shall install, operate and provide Automatic Regulation capability equal to a minimum of +-2 MW.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|c.  Each NUG Operator shall insure that its facility's AR equipment is capable of operating at all times, and in actual operation. NUG facilities may be taken off AR by the NUG operator during startup, shutdown and boiler outages and at such other times as the Company may reasonably allow.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|d.  If for any reason the NUG facility fails to provide AR (except when directed by GPU), the NUG Operator shall be solely responsible restoring the AR to operational status as soon as possible.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|e.  The NUG Operator shall notify the Company by telephone of any material change in the regulating capability of the NUG facility that materially affects (or is projected to affect) its operation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|f.  The NUG Operator shall activate or deactivate a NUG facility's Automatic Regulation capability at the direction of the Dispatcher.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|g.  The NUG Operator shall also comply in all respects with Appendix B - "Automatic Regulation Requirements".                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|B.  Scheduling and Dispatch of Generation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|1.  [Section Intentionally Left Blank]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|2.  Synchronization and Disconnection Procedures                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|NJEA shall synchronize the Facility to and disconnect the Facility from the Company's electrical system in accordance with PJM procedures.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|C.  Voltage and Reactive Control                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|1.  Voltage and Reactive Control Procedures                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|The NUG Operator shall operate the NUG facility with automatic voltage regulation equipment in service at all times, except for outages of the regulator for maintenance or equipment failure.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|a.  Removal of voltage regulators from service                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|The NUG Operator shall obtain Dispatcher approval for the scheduling of all voltage regulator maintenance. The NUG Operator shall request the Company's approval of an outage schedule with as much lead time as possible. The NUG Operator shall minimize the duration of regulator equipment outages.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|The NUG Operator shall obtain the Dispatcher's prior approval (i.e., at least 30 minutes) to remove the voltage regulator from service.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|b.  Notification of voltage regulators removal/return                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|The NUG Operator shall promptly notify the Dispatcher of regulator equipment removal from and return to service.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|c.  Manual voltage control                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|The NUG Operator shall provide manual voltage regulation to maintain the prescribed voltage schedule or reactive power schedule during voltage regulator equipment outages.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|d.  [Section Intentionally Left Blank]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|D.  Maintenance Scheduling and Approval                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|1.  NUG Facility Maintenance                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|a.  Planned maintenance period                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|No NUG facility maintenance shall be planned by the NUG Operator during the Summer peak period months (nominally June 15 to September 15) and Winter peak period months (nominally December 15 to February 28). The exact dates vary each year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|b.  Planned maintenance scheduling for NUGs providing net deliveries to the Company equal to or greater than 10 MWh/hr.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|1)  NJEA shall schedule all planned outages with PJM in accordance with PJM established procedures.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|c.  Planned maintenance scheduling for NUGs providing net deliveries to the Company equal to or greater than 2.5 MWh/hr., but less than 10 MWh/hr.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|1)  The NUG Operator shall submit the NUG facility's Planned Outage schedule requests in writing to the Company for its approval or rejection no less than 30 days in advance of the start of a Planned Outage.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|2)  Any changes to the NUG facility's Planned Outage schedule shall be communicated by the NUG Operator to the Company by telephone as soon as reasonably practical to do so and confirmed in writing.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|3)  The NUG Operator shall assume approval by the Company unless it receives written rejection of the Planned Outage request schedule within ten (10) working days of the Company's receipt of the outage request.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|4)  The NUG Operator shall notify the Dispatcher of its intent to remove equipment from service by 10:00 a.m. five (5) working days prior to, and again 30 minutes before the approved planned maintenance outage begins. The Dispatcher may request the NUG Operator to delay or reschedule the planned maintenance outage if system conditions warrant.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|d.  Planned maintenance scheduling for NUG facilities providing net deliveries to the Company of less than 2.5 MWh/hr.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|1)  Planned maintenance outages for NUG facilities of this size shall be reported by the NUG Operator as requested by the Company from time to time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|2.  Company Facility Maintenance                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|a.  To the extent practical, the Company shall provide to the NUG Operator not less than one week advance notice of its intention to perform planned maintenance on its facilities that may affect the NUG facility's operations. The Company shall submit to the NUG Operator any changes to the Company's facilities outage schedule(s) as soon as reasonably practical to do so.                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|b.  The Company shall notify the NUG Operator as soon as reasonably practicable of the expected time of the return to service of any Company facilities that affect the operations of the NUG facility.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|E.  NUG Unplanned Outages                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|NJEA shall notify PJM of all unplanned outages in accordance with PJM established procedures.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Notwithstanding the preceding sentence, the NUG Operator shall notify the Dispatcher as soon as reasonably possible of the following:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|- the name, type and other description of the equipment forced out                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|- the starting time of the Unplanned Outage                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|- the MW reduction resulting (or expected to result) from the Unplanned Outage                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|- the estimated time the equipment incurring the Unplanned Outage is expected to return to service                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|- the time the NUG equipment is actually returned to service.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|F.  NUG Facilities Not Directly Connected to the Company's or Purchaser(s) Electrical System                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|The location of a NUG facility and/or the ultimate destination(s) of energy produced thereby may cause the energy to be transferred outside of the service territory of the electric utility with whom the NUG facility is electrically connected or where the NUG facility is physically located. Under these circumstances, intervening utilities (i.e., Wheelers) may be involved in transporting energy from the NUG facility to the final purchaser(s). In these cases regular, timely and proper communications (and the dissemination of information) shall be maintained between and among all interested parties. Wheeling charges may be applied and losses may be taken as the energy is transferred through a Wheeler's service territory. Those charges are subject to any applicable contract provisions, filed tariffs, and operating conditions.
|These situations require the NUG Operator and affected parties to develop contracts and operating procedures to assure proper operations and accounting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|1.  NUG Facility, Host and Purchaser (s) All Within Same (PJM) Control Area                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|For a NUG facility connected to a Host that is in the same Control Area as the Purchaser(s), the following is required:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|a.  Operating Requirements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Any NUG facility providing energy to a Purchaser(s) shall adhere to and satisfy the operating requirements, contracts, filed tariffs, and any applicable guidelines of the Purchaser(s) and Host, and shall develop operating procedures in coordination with the affected Host and Purchaser(s).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|b.  Accounting Requirements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|Any NUG facility providing energy to a Purchaser(s) shall adhere to and satisfy the accounting requirements and any applicable guidelines of the Purchaser(s) and Host, and shall develop accounting procedures in coordination with the affected Host and Purchaser(s).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|2.  NUG Facility, Host and Purchaser(s) not Within Same (PJM) Control Area                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|When a NUG facility, Host and Purchaser(s) are in different Control Areas, in addition to the requirements in paragraph 1 above, the NUG Operator and Dispatchers must develop and coordinate generation schedules among all affected parties. These schedules may be prepared in advance or developed instantaneously. The two methods are described below:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|a.  Requirements for Generation Schedules Prepared in Advance                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|1.  Schedule must be fulfilled                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|The NUG Operator shall deliver to its Host all energy that was pre-scheduled. Any differences between the hourly generation schedule and the actual NUG generation shall be reconciled by the Host and the NUG Operator, in accordance with contracts and procedures established between them.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|2.  Requirements for Energy Sales                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(a)  the NUG Operator shall submit the generation schedule(s) to the Host and to the Dispatcher(s) who shall coordinate the schedules with their respective Control Areas;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(b)  the requirements of the schedules shall be in accordance with procedures established by each of the affected parties.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|3.  Timing of Generation Schedules                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|The timing of the generation schedules shall be in accordance with procedures established by the affected parties, and in any event, shall be submitted to the Company by 10:00 AM on the previous working day to which the schedules apply.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|A forecast of expected hourly NUG facility generation schedules for the next week shall be provided by the NUG Operator to the Company by 10:00 AM Thursday of each week or by Wednesday, if Thursday or Friday is a Company holiday. The NUG Operator shall also provide any forecasted generation schedules to any or all affected parties in accordance with their requirements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|4.  Changes to the Generation Schedule                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|No changes to the generation schedule(s), including changes resulting from emergency conditions, shall be permitted unless the NUG Operator provides all parties at least one (1) hour advance notice. Any such changes shall be effective at the start of an hour.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|b.  Requirements for Instantaneous Scheduling                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|1.  Automated Process                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|The NUG Operator and all affected parties shall develop an automated process to continually develop generation schedules for all affected parties.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|2.  Requirements for Automated Process                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|The automated processes will include instantaneous MW data for real time interchange scheduling among the affected parties and hourly MWh data for accounting and billing.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|3.  Forecast of Generation Schedules                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|A forecast of expected hourly NUG generation schedules for the next week shall be provided by the NUG Operator to the Company by 10:00 AM Thursday of each week, or by Wednesday, if Thursday or Friday is a Company holiday. The NUG Operator shall also provide any forecasted generation schedules to any or all affected parties in accordance with their requirements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|G.  NUG Equipment and Contract Data                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|1.  Company Information of NUG facilities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|In order to ensure that all Company personnel responsible for operating the System affected by the NUG facility are familiar with its equipment configurations, capabilities and operating parameters, the Company may from time to time request, and the NUG Operator shall provide in a timely manner to the Company, detailed information about the type, nature, and operating characteristics of the NUG facility and all related equipment.                                                                                                                                                                                                                                                                                                                                                                                                               
|2.  Company and NUG Operator Exchange of Information                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|The NUG Operator and Dispatcher shall promptly exchange all information relating to all conditions which affect (or could affect) the operations of the NUG facility and/or the Company's electric system and facilities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|H.  Verification Testing                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|NJEA shall coordinate with PJM to perform periodic verification tests of the NUG facility's capacity ratings. Such ratings shall be provided by the NUG Operator to PJM on the "PJM Net Capability Verification Report" forms (Appendix C).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|VI.  GENERAL NUG OPERATING GUIDELINES - EMERGENCY OPERATIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|The NUG Operator and Company shall maintain communication/contact during all GPU System emergency conditions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|A.  System Emergency Conditions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|1.  Company Direction of NUG Operation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|During an emergency, as determined/declared by PJM, the NUG Operator shall respond as promptly as possible to all directives from PJM with respect to all matters affecting the operation of the NUG facility including, without limitation, the following:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|a.  Thermal overload of electrical circuits (actual or contingency),                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|b.  High or low voltage conditions (actual or contingency)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|c.  Minimum generation emergency conditions occurring on the GPU and/or PJM System or the Interconnected System.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|d.  Maximum generation emergency - deactivate Automatic Regulation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|PJM may also direct the NUG Operator to (i) modify the NUG facility's energy and/or reactive output and/or (ii) disconnect the NUG facility from the Company's electrical system.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|If safety or system reliability conditions warrant, the Dispatcher or PJM may isolate the NUG facility from the Company's electrical system without notice to the NUG Operator or upon such notice as is possible under the circumstances. The Dispatcher and/or PJM shall advise the NUG Operator as soon as possible of any forced outages of the Company's facilitieswhich affect the operations of the NUG facility.                                                                                                                                                                                                                                                                                                                                                                                                                                        
|When the Dispatcher has determined that the emergency conditions have been alleviated, he/she shall inform the NUG Operator and allow the NUG Facility to return to normal operations consistent with prudent electrical practices.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|2.  System Restoration from Electric Transmission System Outage                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|In order to safely and rapidly restore the electric transmission system following a outage of any or all of that system, a NUG facility that has been isolated from the Company's electrical system shall be allowed to reconnect only under the direction of the Dispatcher.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|In all cases the NUG facility shall be ready to return to service and provide energy to the Company as soon as possible.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|3.  Automatic Voltage Regulation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|Unless the Company requests a manual adjustment, the NUG Operator shall maintain the NUG facility's automatic voltage regulator in service during an emergency declared/determined by the Company and/or PJM.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|4.  Voltage Reduction                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|The NUG Operator shall participate in any voltage reduction declared/determined by the Company and/or PJM at any time, and operate the NUG facility at the voltage level then-requested by PJM.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 







|APPENDIX A - DEFINITIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Control AreaAn electrical system interconnected with others that is capable of regulating its generation in order to maintain its interchange schedule with other systems.                                                                                                                                                                                                                                                                                               
|DispatcherThe Company person(s), available at all times, to coordinate the day to day operation of the NUG facility with the Power System.  Unless otherwise directed by the Company, the "Dispatcher" shall be the Energy Resource Dispatcher at the GPU Control Center in Reading, or be a GPU Transmission Dispatcher or Distribution Dispatcher at any of GPU Energy's Transmission and Distribution Control Centers.                                                
|GPUGPU, Inc., the parent corporation of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                     
|GPU SystemThe three operating electric utilities (and related service territories) owned by GPU, i.e. the Pennsylvania Electric Company, Metropolitan Edison Company and Jersey Central Power and Light Company, and their Affiliates.                                                                                                                                                                                                                                   
|HostThe utility in whose electric service territory a NUG facility is geographically located and electrically connected, and under circumstances where the energy produced by the NUG facility is contracted to a utility located outside of the Host's service territory. If a wheeling or transmission fee is charged by the Host as part of the total cost of delivering such energy outside of the Host's electric service territory, the Host is also a wheeler.    
|kWhkilowatt-hour.                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Maximum Emergency Generationa condition that exists on PJM and/or GPU electrical system when all available generating capacity has been placed in service and is generating the normal maximum net plant output and additional generation is required to meet peak load demands or to safeguard the operation of the Company's electrical system and/or PJM.                                                                                                             
|Minimum Generation Emergencya condition that exists on PJM and/or GPU electrical system when non-nuclear utility generating units and purchased power are reduced to their normal minimum capability and further reductions in generation output are required for proper control of the electrical system in meeting electrical system load.                                                                                                                             
|MWmegawatt                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|Mwhmegawatt-hour                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|NUG facilityA facility for generating electricity which is not exclusively owned by an electric utility and which operates connected to an electric utility system. NUG facilities include several classifications:                                                                                                                                                                                                                                                      
|Co-generatorA facility that generates electricity for sale to a utility and also produces at least one other form of useful thermal energy for industrial or commercial purposes.                                                                                                                                                                                                                                                                                        
|EWGExempt Wholesale Generator. This is not a PURPA Qualifying Facility.                                                                                                                                                                                                                                                                                                                                                                                                  
|IPPIndependent Power Producer. This is not a PURPA Qualifying Facility.                                                                                                                                                                                                                                                                                                                                                                                                  
|Non-QFPower source that does not meet the PURPA Qualifying Facility criteria. This is an Independent Power Producer (IPP).                                                                                                                                                                                                                                                                                                                                               
|QFQualifying Facility. Under PURPA regulations, this is a NUG facility that meets Qualifying Facility status.                                                                                                                                                                                                                                                                                                                                                            
|SPPSmall Power Producer. This can be either a PURPA Qualifying Facility (QF) or an Independent Power Producer (IPP).                                                                                                                                                                                                                                                                                                                                                     
|NUG Operator*The entity or person in actual charge of the day to day operations of a NUG facility.                                                                                                                                                                                                                                                                                                                                                                       
|NUG Owner*The owner or partial owner of a NUG facility.                                                                                                                                                                                                                                                                                                                                                                                                                  
|PJMPennsylvania New Jersey Maryland Interconnected Power Pool.                                                                                                                                                                                                                                                                                                                                                                                                           
|Planned OutageA complete or partial outage of the Facility that has been scheduled with the Company more than two (2) months in advance of the outage pursuant to the terms of a facilities' Power Purchase Agreement.                                                                                                                                                                                                                                                   
|PurchaserThe purchaser of NUG energy and/or capacity.                                                                                                                                                                                                                                                                                                                                                                                                                    
|PURPAPublic Utilities Regulatory Polices Act.                                                                                                                                                                                                                                                                                                                                                                                                                            
|Unplanned OutageAn outage which, due to equipment failure or inability of the NUG Operator to maintain net generation to the Company, requires that the NUG facility be removed from service or reduce output. Unplanned outages include "Maintenance Outages" which are scheduled less than two (2) months in advance, and can be postponed to the weekend past the immediately succeeding weekend, and "Forced Outages" which are unscheduled, and generally immediate.
|WheelerThe utility using its transmission system to transfer energy that is en route from a NUG source to a purchaser.                                                                                                                                                                                                                                                                                                                                                   
|*May be both or either                                                                                                                                                                                                                                                                                                                                                                                                                                                   







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







|APPENDIX C                                                                        
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|(EACH APPENDIX C FORM IS TITLED AT TOP OF PAGE)                                   
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|APPENDIX C - APPLICATION FOR PROTECTIVE TAGGING ON LINES OR EQUIPMENT             
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|APPENDIX C - GPU NUG GENERATING EQUIPMENT REDUCTION                               
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|APPENDIX C - GPU ENERGY SYSTEM OPERATIONS TELEPHONE LISTING                       
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|APPENDIX C - GPU ENERGY CONTROL CENTER CONTACTS                                   
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|APPENDIX C - Weekly Power Production Forecast of Anticipated Hourly MWH Deliveries
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|APPENDIX C - PJM NET CAPABILITY VERIFICATION REPORT                               
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|APPENDIX C - PJM NET CAPABILITY VERIFICATION REPORT                               
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|APPENDIX C - Generating Company - Generator Maintenance Schedule                  
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