Unassociated Document


Exhibit
10-17

First
Amendment to Restated Partial Requirements Agreement

Among

Metropolitan
Edison Company, Pennsylvania Electric Company, and

FirstEnergy
Solutions Corp.







This First
Amendment to the Restated Partial Requirements Agreement dated January 1, 2003
("Restated Agreement") is entered into by and among Metropolitan Edison Company,
a Pennsylvania corporation, Pennsylvania Electric Company, a Pennsylvania
corporation, on behalf of itself and The Waverly Electric Power and Light
Company, a New York corporation (collectively "Buyers"), and FirstEnergy
Solutions Corp. ("Seller"), an Ohio corporation, on this 29th day of August,
2003. Buyers and Seller are all wholly owned subsidiaries of FirstEnergy Corp.,
a registered public utility holding company. The Buyers and Sellers may be
individually referred to as a "Party" or collectively as "Parties;". Unless specifically modified herein, all terms
and conditions of the Restated Agreement remain in full force and effect. All
capitalized terms have the same meaning as in the Restated
Agreement.




WHEREAS the Parties
desire to amend their respective rights and obligations under the Restated
Agreement to permit Buyers to obtain all or a portion of their Provider of Last
Resort Obligation directly from third party suppliers where it is economic and
reasonable to do so;




NOW THEREFORE, in
consideration of the mutual agreements, covenants and conditions herein
contained, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and intending to be legally bound,
Buyers and Sellers agree as follows:

 





	 	
            1.
	
      Notwithstanding
      any provision of the Restated Agreement, the Parties agree that where
      economic and reasonable to do so, Buyers may purchase all or a portion of
      capacity, energy, ancillary services and other services necessary to
      satisfy their Provider of Last Resort Obligation for which Committed
      Resources have not been obtained from parties other than Seller. Seller
      may act as agent for Buyer in procuring the capacity, energy, ancillary
      services, and other services necessary to satisfy Buyers Provider of Last
      Resort Obligation. Buyers authorize Seller to act as agent for Buyers and
      to enter into any agreements as are reasonably necessary to obtain the
      capacity, energy, ancillary services, and other services necessary to
      satisfy this Provider of Last Resort Obligation on Buyers'
      behalf.

	 	 	 
	 	
           
      2.
	
      Buyers will
      be responsible for all costs of the capacity, energy, ancillary services,
      and other services acquired by Seller on their behalf. Seller will charge
      no fee or commission for providing this service to Buyers.
  









 

 























 


 

IN
WITNESS WHEREOF, this First Amendment has been executed and delivered by the
duly authorized officers of the Parties as of August 29, 2003.












	 FirstEnergy
      Solutions Corp. 	 	 	 
	
       

       

       

      By:/s/ Guy L.
      Pipitone
	 	 	
	
      

      Guy L. Pipitone, Senior Vice President	 	 	
	    	 	 	







 




Metropolitan
Edison Company

Pennsylvania
Electric Company

The Waverly
Electric Power and Light Company















	 	 	 	 
	By: /s/
      Richard H. Marsh	 	 	
	
      

      Richard
      H. Marsh, Senior Vice President	 	 	
		 	 	





 

 

 

 

 


56701









2









 

[Execution
Copy]







Restated
Partial Requirements Agreement




Among




Metropolitan
Edison Company, Pennsylvania Electric Company, and
FirstEnergy

Solutions
Corp.







This Restated
Partial Requirements Agreement ("Restated Agreement") dated as January 1,2003,
is entered into by and between Metropolitan Edison Company, a Pennsylvania
corporation, Pennsylvania Electric Company, a Pennsylvania corporation, on
behalf of itself and The Waverly Electric Power and Light Company, a New York
corporation (collectively "Buyers"), and FirstEnergy Solutions Corp. ("Seller"),
an Ohio corporation, all wholly owned subsidiaries of FirstEnergy Corp., a
registered utility holding company. The Buyers and Sellers may individually be
referred to as a "Party" or collectively as "Parties" in this Restated
Agreement.




WHEREAS, Buyers are
electric distribution companies with an obligation to serve retail customers
under New York and Pennsylvania law (hereinafter "Provider of Last Resort
Obligation"); and




WHEREAS, Seller is
authorized to sell wholesale capacity, energy, and ancillary services to Buyers
under First Revised Service Agreement Nos. 1 and 2 pursuant to Solutions FERC
Electric Tariff, Original Volume No.1; and




WHEREAS, Buyers
desire to obtain the wholesale capacity, energy and ancillary services necessary
to satisfy their retail Provider of Last Resort Obligation from
Seller




WHEREAS, the
Parties desire to restate their obligations under their Partial Requirements
Agreement dated September 1, 2002;

 

NOW THEREFORE, in
consideration of the mutual agreements, covenants and conditions herein
contained, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and intending to be legally bound,
Buyers and Seller hereby agree as follows:





	1.  	
      Purchase.
      Buyers agree to purchase from Seller the portion of their Provider of Last
      Resort Obligation for which committed capacity, energy and ancillary
      services resources ("Committed Resources") have not been obtained as of
      the date of this Restated Agreement. For purposes of this Restated
      Agreement, Committed Resources include, but are not limited to,
      non-utility generation under contract to Buyers, Buyer owned generating
      facilities, purchased power contracts, and distributed
      generation.




 


 







3










 

 

 

 

 



	2.  	
      Sale.
      Seller agrees to supply all capacity, energy and ancillary services
      required to meet the Buyers' Provider of Last Resort Obligation, less any
      Committed Resources, and will comply with all requirements of the Federal
      Energy Regulatory Commission, the New York Public Service Commission, the
      Pennsylvania Public Utility Commission, and the applicable requirements of
      PJM Interconnection, LLC.








	3.  	
      Forecast
      of Provider of Last Resort Obligation and Committed Resources. 
      No later than sixty days prior to the beginning of any calendar year,
      Buyers shall provide Seller a forecast ("Annual Forecast") of their
      Provider of Last Resort Obligation and Committed Resources for that
      calendar year. The capacity, energy, and ancillary services requirements
      associated with the Provider of Last Resort Obligation and Committed
      Resources for each month of that Annual Forecast will be provided in the
      format and detail agreed upon by the Parties. Buyers will update the
      Annual Forecast on a monthly basis for known changes. Buyers will change
      the amount of Provider of Last Resort Obligation or Committed Resources
      for any month of the Annual Forecast by written notice to Seller no later
      than five business days prior to the beginning of that month. Seller will
      be responsible for supplying all capacity, energy, and ancillary services
      required by Buyers' Provider of Last Resort customers regardless of the
      Annual Forecast supplied by Buyers.








	4.  	
      Transmission
      and Delivery Points. Seller will provide capacity, energy, and
      ancillary services, including losses, to Buyers at their respective zones
      within PJM. Title to capacity, energy, and ancillary services will pass to
      Buyers at the delivery points.








	 	
       5.
	
      Price for
      Provider of Last Resort Service. Metropolitan Edison Company and
      Pennsylvania Electric Company will pay Seller $41.65 and $41.41 per MWH,
      respectively for all capacity, energy, and ancillary services provided to
      Buyers under Section 1 of this Restated Agreement. The Parties will agree
      upon a transfer date for the funds remitted to Seller that will be no less
      frequently than monthly.








	
      
	
       6.
	
      Effective
      Date and Term. This Restated Agreement shall be effective January
      1,2003 and will remain in effect until December 31,2003. This initial term
      will be automatically extended for successive periods of one year unless
      either Party gives sixty days notice of termination to the other Party
      prior to the end of the calendar year. Unless otherwise agreed by the
      Parties, such termination shall not affect or excuse the performance of
      transactions entered into on behalf of either Party prior to notice of
      termination. This Restated Agreement shall remain in effect until both
      Parties have fully performed their obligations under said
      transactions.








	
      
	
       7.
	
      Regulatory
      Out Provision. In the event that a Party's obligations under this
      Restated Agreement are materially and adversely affected by a change in
      law, rule, regulation, or other action by a governmental authority or
      regulatory agency, the adversely affected Party may terminate this
      Restated Agreement upon sixty days written notice to the other
      Party.
















4








 




	
       
	
        
      8.
	
      Governing
      Law. This Restated Agreement shall be governed by and construed in
      accordance with the laws of the Commonwealth of Pennsylvania without
      regard to the choice of law rules thereof.




 



 





	9.  	
      Execution
      in Counterparts; Facsimile Signatures. This Restated Agreement may be
      executed in multiple counterparts, each of which shall be considered an
      original instrument, but all of which shall be considered one and the same
      agreement, and shall become binding when all counterparts have been signed
      by each of the Parties and delivered to each Party hereto. Deli very of an
      executed signature page counterpart by telecopies shall be as effective as
      delivery of a manually executed
counterpart.








	10.  	
      Representation
      and Warranties. Each Party represents and warrants that it has full
      authority and right to enter into this Restated
  Agreement.








	11.  	
      Effect of
      Restated Agreement. This Restated Agreement supercedes and replaces
      all prior agreements between the Parties with respect to the subject
      matter hereof, including the September 1, 2002 Partial Requirements
      Agreement.




 

 

IN
WITNESS WHEREOF, this Restated Agreement has been executed and delivered by the
duly authorized officers of the Parties as of the date first above
written.






	 FirstEnergy
      Solutions Corp.	 	 	 
		 	 	
	
       

      By:
      /s/
      Arthur R. Garfield
      

      
 Arthur R.
      Garfield, President	 	 	
		 	 	










Metropolitan
Edison Company 

Pennsylvania
Electric Company

The Waverly
Electric Power and Light Company

 


	 	 	 	 
	 	 	 	
	
      By: /s/ H
      Peter Burg
      

      

           H. Peter Burg, President
	 	 	
		 	 	



 




Date:   
March 28, 2003

 

 


cc:  L.
Vespoli, A. Garfield, H. Wagner, 

      
D. Blank, W. Byrd, R. D' Angelo. 

      
R. Fields, K. Kolich, E. Ogden




From:   M.
Beiting












5













Partial
Requirements Agreement 





Among




Metropolitan
Edison Company, Pennsylvania Electric Company, and
FirstEnergy

Solutions
Corp.







This Partial
Requirements Agreement ("Agreement") dated as of September 1, 2002, is entered
into by and between Metropolitan Edison Company, a Pennsylvania corporation,
Pennsylvania Electric Company, a Pennsylvania corporation, on behalf of itself
and The Waverly Power and Light Company, a New York corporation (collectively
"Buyers"), and FirstEnergy Solutions Corp. ("Seller"), an Ohio corporation, all
wholly owned subsidiaries of FirstEnergy Corp., a registered utility holding
company. The Buyers and Sellers may individually be referred to as a "Party" or
collectively as "Parties" in this Agreement.




WHEREAS, Buyers are
electric distribution companies with an obligation to serve retail customers
under New York and Pennsylvania law (hereinafter "Provider of Last Resort
Obligation"); and




WHEREAS, Seller is
authorized to sell wholesale capacity, energy, and ancillary services to Buyers
under First Revised Service Agreement Nos. 1 and 2 pursuant to Solutions FERC
Electric Tariff, Original Volume No.1; and 




WHEREAS, Buyers
desire to obtain the wholesale capacity, energy and ancillary services necessary
to satisfy their retail Provider of Last Resort Obligation from
Seller;




NOW THEREFORE, in
consideration of the mutual agreements, covenants and conditions herein
contained, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and intending to be legally bound,
Buyers and Seller hereby agree as follows:

 




	 	
         
      1.
	
      Purchase.
      Buyers agree to purchase from Seller the portion of their Provider of Last
      Resort Obligation for which committed capacity, energy and ancillary
      services resources ("Committed Resources") have not been obtained as of
      the date of this Agreement. For purposes of this Agreement, Committed
      Resources include, but are not limited to, non-utility generation under
      contract to Buyers, Buyer owned generating facilities, purchased power
      contracts, and distributed generation under contract to
      Buyers.







 







	 	
        
      2.
	
      Sale.
      Seller agrees to supply all capacity, energy and ancillary services
      required to meet the Buyers'. Provider of Last Resort Obligation, less any
      Committed Resources, and will comply with all requirements of the Federal
      Energy Regulatory Commission, the New York Public Service Commission, the
      Pennsylvania Public Utility Commission, and the applicable requirements of
      PJM Interconnection, LLC.




 







6













	 	
         
      3.
	
      Forecast
      of Provider of Last Resort Obligation and Committed Resources. No
      later than five business days after the effective date of this Agreement,
      and no later than sixty days prior to the beginning of any subsequent
      calendar year, Buyers shall provide Seller a forecast ("Annual Forecast")
      of their Provider of Last Resort Obligation and Committed Resources for
      that calendar year. The capacity, energy, and ancillary services
      requirements associated with the Provider of Last Resort Obligation and
      Committed Resources for each month of that Annual Forecast will be
      provided in the format and detail agreed upon by the Parties. Buyers will
      update the Annual Forecast on a monthly basis for known changes. Seller
      will be responsible for supplying all capacity, energy, and ancillary
      services required by Buyers' Provider of Last Resort customers regardless
      of the accuracy of the Annual Forecast supplied by
  Buyers.




 




	 	
         
      4.
	
      Transmission
      and Delivery Points. Seller will provide capacity, energy, and
      ancillary services, including losses, to Buyers at their respective
      Transmission Zones within PIM. Title to capacity, energy, and ancillary
      services will pass to Buyers at the delivery
points.




 







	 	
         
      5.
	
      Compensation
      for Provider of Last Resort Service. Seller will provide capacity,
      energy, and ancillary services to Buyers, and Buyers will remit to Seller
      all amounts collected from retail customers for Provider of Last Resort
      generation service under their respective retail tariffs, less: 1) any
      revenue based taxes paid by Buyers; 2) Buyers' cost of Committed
      Resources; 3) generation-related PJM costs incurred by Buyers as a direct
      result of their Provider of Last Resort Obligation; and 4) an amount to be
      calculated by multiplying the rate determined in Schedule A by the actual
      monthly sales supplied by Seller. The Parties will agree upon a transfer
      date for the funds remitted to Seller that will be no less frequently than
      monthly.

	 	 	 
	 	 	 
	 	
         
      6.
	
      Effect of
      Commonwealth Court decision. If the decision in ARRIPA v.
      Pennsylvania Public Utility Commission, et al., 792 A.2d 636 (2002)
      becomes final or is affirmed with respect to the lack of authority under
      Pennsylvania law for Metropolitan Edison Company and Pennsylvania Electric
      Company to record deferred Provider of Last Resort Obligations on their
      books, Buyer may not continue to reduce the shopping credit by application
      of item 4) in paragraph 5 of this Agreement, and any prior reductions to
      the shopping credit revenue from application of item 4) will be remitted
      to Seller.










	 	
         
      7.
	
      Effective
      Date and Term. This Agreement shall be effective September 1, 2002 and
      will remain in effect until December 31,2002. This initial term will be
      automatically extended for successive periods of one year unless either
      Party gives at least sixty days notice of termination to the other Party
      prior to the end of the calendar year. Unless otherwise agreed by the
      Parties, such termination shall not affect or excuse the performance of
      transactions entered into or incurred on behalf of either Party prior to
      notice of termination. This Agreement shall remain in effect until both
      Parties have fully performed said transactions and
      obligations.




 



 

 

 







7









 

 


	 	
        
       8.
	
      Regulatory
      Out Provision. In the event that a Party's obligations under this
      Agreement are materially and adversely affected by a change in law, rule,
      regulation; or other action by a governmental authority or regulatory
      agency, the adversely affected Party may terminate this Agreement upon
      sixty days written notice to the other
Party.




 

 



	 	
         
      9.
	
      Governing
      Law. This Agreement shall be governed by and construed in accordance
      with the laws of the Commonwealth of Pennsylvania without regard to the
      choice of law rules thereof.











	 	
         
      10.
	
      Execution
      in Counterparts; Facsimile Signatures. This Agreement may be executed
      in multiple counterparts, each of which shall be considered an original
      instrument, but all of which shall be considered one and the same
      agreement, and shall become binding when all counterparts have been signed
      by each of the Parties and delivered to each Party hereto. Delivery of an
      executed signature page counterpart by telecopies shall be as effective as
      delivery of a manually executed counterpart.

	 	 	 
	 	 	 
	 	
         
      11.
	
      Representation
      and Warranties. Each Party represents and warrants that it has full
      authority and right to enter into this
Agreement.










	 	
         
      12.
	
      General.
      This Agreement constitutes the entire agreement of the Parties relating to
      the subject matter and revokes and supercedes any previous agreement of
      the Parties related to the subject matter. No amendment or modification to
      this Agreement will be enforceable unless reduced to writing and executed
      by both Parties.




 



 

IN WITNESS WHEREOF,
this Agreement has been executed and delivered by the duly authorized officers
of the Parties as of August 30, 2002.

 

 


	 FirstEnergy
      Solutions Corp.	 	 	
      Metropolitan
      Edison Company

      Pennsylvania
      Electric Company

      The Waverly
      Power and Light Company

	
       

       

       

      By:/s/ Guy L.
      Pipitone
	 	
        

       

         

                      
      
	
       

       

       

      By: /s/ H.
      Peter Burg

	
      
      

             Guy L. Pipitone

           
      Senior Vice President
	 	 	
      
      

            H. Peter Burg,

            
      President

		 	 	



 

(53237)

 

 

 

 







8









 

 

 

Schedule
A

 

 

As a condition of
this Agreement, beginning in 2003 Buyers will reduce the shopping credit by the
following calculation.

 

     
rate = [BALBOP * (Mp / Mf)] / GWHf

     
Pay Down Amount = rate* sales supplied by Seller for the calendar
month.

 

where,

          
BALBOP = Provider of Last Resort Deferred Balance at beginning of period
excluding interest accrued subsequent to the effective date of this
Agreement

          
Mp = Number of months in the period

          
Mr = Number of months remaining in the total amortization
period

          
GWHf = Sales forecasted to be supplied by Seller for the
period

 

 

Rate shall be
calculated annually for application in the subsequent calendar
year.

 

 

 

 

 

 

 

 

 

 

 

(53237)

 

 

 







9