SAYREVILLE EXECUTION AGREEMENT

Exhibit 10.47

SAYREVILLE
EXECUTION
AGREEMENT





Dated May 16, 2003

between


JERSEY CENTRAL POWER & LIGHT COMPANY


and


North Jersey Energy Associates, A Limited Partnership

SAYREVILLE EXECUTION AGREEMENT

THIS AGREEMENT entered into this 1st day of February 2003, by and between TRANSCONTINENTAL GAS PIPE LINE CORPORATION, a Delaware corporation, hereinafter referred to as "Seller," first party, and NORTH JERSEY ENERGY ASSOCIATION, hereinafter referred to as "Buyer," second party,

RECITALS

A. JCP&L and NJEA are parties to a Power Purchase Agreement dated as of October 22, 1987, as amended to date as set forth in Schedule 1 hereof (the " Power Purchase Agreement ") pursuant to which JCP&L purchases from NJEA contract capacity of not less than 250 MW and associated electricity from the natural gas-fired electricity and steam generating plant owned by NJEA and located in the borough of Sayreville, New Jersey (the " Facility ").

B. In connection with a financing relating to the Facility and a nominal 300 MW natural gas-fired electrical and steam generating plant owned by Northeast Energy Associates, A Limited Partnership (" NEA ") 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 to the Power Purchase Agreement 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 Power Purchase Agreement 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.

C. 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, Northeast Energy, LP, a Delaware limited partnership (" NELP ") and Northeast Energy, LLC, a Delaware limited liability company (" NELLC "), directly and wholly owned by 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 subordinate to the Senior Secured Notes and are payable by NELP from distributions to it by NJEA and NEA.

D. Simultaneously with the execution of this Agreement, JCP&L and NJEA will execute and deliver an amended and restated power purchase agreement (as amended by the New PPA Amendments (as hereinafter defined), if any, the " Amended and Restated Power Purchase Agreement ") to provide, among other things, that NJEA will deliver electricity from the Facility and/or from sources other than the Facility and that JCP&L will be entitled to receive periodic payments from NJEA if certain conditions set forth therein are satisfied. The Amended and Restated Power Purchase Agreement, this Agreement, the agreements and documents described in Section 1.2 hereof to which JCP&L is a party and the other certificates, instruments and documents to be delivered by JCP&L to consummate the Transactions (as hereinafter defined) and perform its obligations as contemplated hereby and thereby are collectively referred to as the " JCP&L Documents ".

E. NJEA will collaterally assign all of its rights under the Amended and Restated Power Purchase Agreement to the Senior Trustee and the Issuers of the Senior Secured Notes as collateral security for the Senior Secured Notes pursuant to the " Assignment Agreement ".

F. On the Closing Date (as hereinafter defined): (1) the Amended and Restated Power Purchase Agreement will become effective in accordance with its terms, (2) the Power Purchase Agreement will terminate, (3) the collateral assignment contemplated by the Assignment Agreement will occur, (4) the Gas Purchase Agreements (as hereinafter defined) shall have been restructured or terminated, or NJEA shall have determined that such restructuring or termination is not required, as provided in Section 5.2(h) hereof and (5) the Steam Sales Agreement (as hereinafter defined) shall have been restructured or terminated, or NJEA shall have determined that such restructuring or termination is not required, as provided in Section 5.2(i) hereof. The foregoing (and any necessary transactions between NJEA and JCP&L incident to any of them) shall collectively be referred to herein as the " Transactions " .

G. The Closing Date will not occur until the New Jersey Board of Public Utilities (the " NJBPU ") has approved this Agreement, the Amended and Restated Power Purchase Agreement, and the Transactions, in each case, by a written decision that: (1) is reasonably acceptable in form and substance to JCP&L and allows for full and timely recovery from its ratepayers of all amounts paid by JCP&L to NJEA under the Amended and Restated Power Purchase Agreement and the other JCP&L Documents (the " NJBPU Order "); (2) is final and non-appealable (the " Final Decision "); and (3) includes the findings set forth in Schedule 2 hereof (the " Required Findings "). The date on which the NJBPU issues the NJBPU Order containing the Required Findings is referred to herein as the " Initial Order Date ". The date on which the NJBPU Order containing the Required Findings becomes a Final Decision is referred to herein as the " Final Order Date ." The date on which JCP&L shall cause the Petition (as defined in Section 4.2 hereof) to be filed with the NJBPU is referred to herein as the " Filing Date ".

H. After the execution hereof and prior to the Filing Date, NJEA shall take steps it deems necessary with respect to the Gas Purchase Agreements and the Steam Sales Agreement so as to enable JCP&L to file the Petition as contemplated under Section 4.2 hereof.

I. JCP&L and NJEA are parties to a Stipulation of Agreement of Non-Disclosure of Confidential or Protected Information dated as of August 27, 2001 (the " Stipulation of Agreement of Non-Disclosure of Confidential or Protected Information ").

J. JCP&L and NJEA (each a " Party " and collectively the " Parties " ) believe that the consummation of the Transactions on the terms set forth herein and in the Execution Documents (as hereinafter defined) is in their respective best interest.

NOW, THEREFORE, in consideration of the foregoing and of the agreements contained herein, the Parties agree as follows:

ARTICLE 1
TRANSACTION DELIVERABLES

1.1. Amended and Restated Power Purchase Agreement.

(a) On the Closing Date, each Party shall deliver a certificate stating that all of the applicable conditions precedent set forth herein and in the Amended and Restated Power Purchase Agreement have been satisfied or waived by the Party entitled to the benefit thereof and the "Effective Date" under the Amended and Restated Power Purchase Agreement has occurred, together with any amendments to the Amended and Restated Power Purchase Agreement which are entered into after the Contract Date and before the Closing Date which amendments shall not impair the validity or effectiveness of the Final Decision (collectively, the " New PPA Amendments "). The Amended and Restated Power Purchase Agreement shall, among other things, provide for: (1) the delivery of electricity and capacity to JCP&L by NJEA from the Facility and/or sources other than the Facility and (2) the purchase by JCP&L of electricity and capacity for an Energy Payment specified therein. The executed Amended and Restated Power Purchase Agreement is attached hereto as Exhibit 1 .

(b) Subject to the terms and conditions set forth herein (including, without limitation, the satisfaction or waiver of the applicable conditions precedent set forth in Article 5 hereof), on the Closing Date, JCP&L and NJEA agree to: (1) cause to be executed and delivered any New PPA Amendments, (2) commence performance under the Amended and Restated Power Purchase Agreement in accordance with its terms and (3) cause to be executed and delivered such other instruments and documents as are contemplated hereby and thereby.

1.2 Closing .

(a) Closing Date and Effective Time . Unless this Agreement is earlier terminated pursuant to the terms hereof, the Transactions shall be consummated at a closing to be held at approximately 10:00 a.m. Eastern time at a location to be agreed upon by the Parties, on the date (the " Closing Date ") that the conditions described in Article 5 hereof have been satisfied or waived by the Party entitled to the benefit thereof. As used herein the " Effective Time " shall mean 11:59 p.m. on the Closing Date.

(b) Deliverables by JCP&L . On the Closing Date and subject to the terms and conditions set forth herein, JCP&L shall deliver, or cause to be delivered, to NJEA or its designee:

(1) the closing certificate described in the first sentence of Section 1.1(a) hereof;

(2) any New PPA Amendments duly executed by JCP&L, together with the Amended and Restated Power Purchase Agreement attached hereto as Exhibit 1 , duly executed by JCP&L ;

(3) the Mutual Release between JCP&L and NJEA duly executed by JCP&L, substantially in the form attached hereto as Exhibit 2 , which provides for a mutual release between JCP&L and NJEA of all of their respective obligations and liabilities under the Power Purchase Agreement arising prior to the Effective Time (the " Mutual Release" );

(4) the Consent to Collateral Assignment between JCP&L and the Senior Trustee (on behalf of the holders of the Senior Secured Notes), in form and substance reasonably acceptable to JCP&L, NJEA and the Senior Trustee, duly executed by JCP&L, in which JCP&L consents to the collateral assignment by NJEA of the Amended and Restated Power Purchase Agreement to the Senior Trustee (on behalf of the holders of the Senior Secured Notes) and provides certain rights and benefits to the Senior Trustee on behalf of the holders of the Senior Secured Notes with respect to JCP&L's exercise of its rights under the Amended and Restated Power Purchase Agreement ( " Consent to Collateral Assignment " );

(5) a certificate of JCP&L authorizing the return to NJEA of the NJEA Deposit (as defined in, and held in escrow pursuant to, the Escrow Agreement between Thelen Reid & Priest LLP (the " Escrow Agent "), Hogan & Hartson LLP, JCP&L and NJEA (the " Escrow Agreement "));

(6) an opinion or opinions from legal counsel to JCP&L, addressed to NJEA, the Issuers, the Senior Trustee and the holders of the Senior Secured Notes, relating to matters between JCP&L, NJEA, the Issuers, the Senior Trustee and the holders of the Senior Secured Notes, in form and substance reasonably satisfactory to JCP&L, NJEA, the Issuers, the Senior Trustee and the holders of the Senior Secured Notes;

(7) a certificate of JCP&L stating that the representations and warranties of JCP&L set forth in this Agreement and the Amended and Restated Power Purchase Agreement are true and correct as of the Closing Date;

(8) a release by McManus & Miles of any claims it may have against NJEA or any of its affiliates for, or with respect to, amounts owed to McManus & Miles in consideration of its services provided to JCP&L in connection with the Transactions, in form and substance reasonably satisfactory to NJEA; and

(9) such other instruments and documents executed or provided by JCP&L as may reasonably be required by NJEA, the Senior Trustee or the holders of the Senior Secured Notes or their respective legal counsel to evidence the consummation of the Transactions, including, without limitation, those items to be delivered by JCP&L and its legal counsel pursuant to Article 5 hereof.

(c) Deliverables by NJEA. On the Closing Date and subject to the terms and conditions set forth herein, NJEA shall deliver, or cause to be delivered, to JCP&L or its designee:

(1) the closing certificate described in the first sentence of Section 1.1(a) hereof;

(2) any New PPA Amendments duly executed by NJEA, together with the Amended and Restated Power Purchase Agreement attached hereto as Exhibit 1 , duly executed by NJEA ;

(3) the Mutual Release duly executed by NJEA, substantially in the form attached hereto as Exhibit 2 ;

(4) a certificate of NJEA authorizing the return to JCP&L of the JCP&L Deposit (as defined in, and held in escrow pursuant to, the Escrow Agreement);

(5) an opinion or opinions from legal counsel to NJEA, addressed to JCP&L and the holders of the Senior Secured Notes, relating to matters between NJEA, the Issuers, JCP&L, the Senior Trustee and the holders of the Senior Secured Notes, in form and substance reasonably satisfactory to NJEA, the Issuers, JCP&L, the Senior Trustee and the holders of the Senior Secured Notes;

(6) a certificate of NJEA stating that the representations and warranties of NJEA set forth in this Agreement and the Amended and Restated Power Purchase Agreement are true and correct as of the Closing Date; and

(7) such other instruments and documents executed or provided by NJEA as may reasonably be required by JCP&L or its legal counsel to evidence the consummation of the Transactions, including, without limitation, those items to be delivered by NJEA and its legal counsel pursuant to Article 5 hereof.

ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF JCP&L

JCP&L represents and warrants to NJEA as of the Contract Date and as of the Closing Date (except in the event such representation or warranty by its terms is made only as of a certain date) as follows:

2.1. Authority .

JCP&L is a corporation duly organized, validly existing and in good standing under the laws of the State of New Jersey and has all requisite corporate power and authority to be bound by the terms of this Agreement and, subject to the satisfaction or waiver by JCP&L of the conditions set forth in Section 5.1 hereof, the other JCP&L Documents. The execution and delivery of, and the performance by JCP&L of its obligations under, this Agreement have been duly and validly authorized by all necessary corporate action of JCP&L. This Agreement has been duly and validly executed and delivered by JCP&L and constitutes a valid and binding obligation of JCP&L, enforceable against JCP&L in accordance with its terms, except as such enforceability may be limited by law or principles of equity. On the Closing Date and subject to the satisfaction or waiver by JCP&L of the conditions set forth in Section 5.1 hereof, the other JCP&L Documents, when executed and delivered by JCP&L in accordance with this Agreement, shall constitute the valid and binding obligations of JCP&L enforceable against it in accordance with their respective terms, except as such enforceability may be limited by law or principles of equity.

2.2 No Conflicts .

Subject to the satisfaction or waiver by JCP&L of the conditions set forth in Section 5.1 hereof, neither the execution and delivery of the JCP&L Documents by JCP&L, nor the consummation or performance of the Transactions by JCP&L, will (1) violate or conflict with any provisions of JCP&L's restated certificate of incorporation or bylaws, (2) violate, conflict with or result in the breach or termination of any material agreement or instrument to which JCP&L is a party or (3) violate or conflict with (or require any filing, consent, or similar action under) any law, rule, regulation, judgment, order, injunction, decree or award that applies to or binds JCP&L or its property.

2.3 Litigation .

There is no action, claim, demand, suit, proceeding, arbitration, grievance, citation, summons, subpoena, inquiry or investigation of any nature, civil, criminal, regulatory or otherwise, in law or in equity, pending or, to the knowledge of JCP&L, threatened against or relating to the Transactions or JCP&L's participation therein, which could reasonably be expected to (i) have a material adverse effect on the Transactions or (ii) prevent the performance by JCP&L of its obligations under the JCP&L Documents.

2.4 No Additional Conditions .

Except for the satisfaction of the conditions specifically identified in this Agreement (which may be waived by JCP&L), there are no other conditions precedent to (i) JCP&L's execution, delivery or performance of this Agreement and the JCP&L Documents or (ii) JCP&L's implementation of the Transactions.

2.5 No Brokers .

No finder, broker or agent has been employed, appointed or authorized to act on behalf of JCP&L in connection with the Transactions.

2.6 No Assignment; Amendment .

JCP&L is the sole owner of all right, title and interest of the power purchaser in, to and under the Power Purchase Agreement and has not assigned or otherwise transferred its rights or obligations under the Power Purchase Agreement to any third party. As of the Contract Date, no amendment or modification of the Power Purchase Agreement is effective except as identified in Recital A hereof. As of the Closing Date, no further amendment or modification of the Power Purchase Agreement will be effective or pending nor shall JCP&L have assigned or otherwise transferred its rights or obligations under the Power Purchase Agreement, except pursuant to the Amended and Restated Power Purchase Agreement.

ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF NJEA

NJEA represents and warrants to JCP&L as of the Contract Date and as of the Closing Date (except in the event such representation or warranty by its terms is made only as of a certain date) as follows:

3.1 Authority .

(a) NJEA is a limited partnership validly formed and validly existing under the laws of the State of New Jersey and has all requisite partnership power and authority to be bound by the terms of this Agreement and, subject to the satisfaction or waiver by NJEA of the conditions set forth in Section 5.2 hereof, the agreements and documents described in Section 1.2 hereof to which NJEA is a party (including, without limitation, the Amended and Restated Power Purchase Agreement), and the other certificates, instruments and documents to be delivered by NJEA to consummate the Transactions and perform its obligations as contemplated hereby and thereby (collectively, the " NJEA Documents "). The execution and delivery of, and the performance by NJEA of its obligations under, this Agreement have been duly and validly authorized by all necessary partnership action of NJEA. This Agreement has been duly and validly executed and delivered by NJEA and constitutes a valid and binding obligation of NJEA, enforceable against NJEA in accordance with its terms, except as such enforceability may be limited by law or principles of equity. On the Closing Date and subject to the satisfaction or waiver by NJEA of the conditions set forth in Section 5.2 hereof, the other NJEA Documents, when executed and delivered by NJEA in accordance with this Agreement, shall constitute the valid and binding obligations of NJEA enforceable against it in accordance with their respective terms, except as such enforceability may be limited by law or principles of equity.

3.2 No Conflicts .

Subject to the satisfaction or waiver by NJEA of the conditions set forth in Section 5.2 hereof, neither the execution and delivery of the NJEA Documents by NJEA, nor the consummation or performance of the Transactions by NJEA, will (1) violate or conflict with any provisions of NJEA's formation or governance documents, (2) violate, conflict with or result in the breach or termination of any material agreement or instrument to which NJEA is a party or (3) violate or conflict with (or require any filing, consent, or similar action under) any law, rule, regulation, judgment, order, injunction, decree or award that applies to or binds NJEA or its property.

3.3 Litigation .

There is no action, claim, demand, suit, proceeding, arbitration, grievance, citation, summons, subpoena, inquiry or investigation of any nature, civil, criminal, regulatory or otherwise, in law or in equity, pending or, to the knowledge of NJEA, threatened against or relating to NJEA or the Transactions which could reasonably be expected to (i) have a material adverse effect on the Transactions or (ii) prevent the performance by NJEA of its obligations under the NJEA Documents.

3.4 No Additional Conditions .

Except for the satisfaction of the conditions specifically identified in this Agreement (which may be waived by NJEA), there are no other conditions precedent to (i) NJEA's execution, delivery or performance of this Agreement and the NJEA Documents or (ii) NJEA's implementation of the Transactions.

3.5 No Brokers .

No finder, broker or agent has been employed, appointed or authorized to act on behalf of NJEA in connection with the Transactions.

ARTICLE 4
COVENANTS

4.1 Satisfaction of Conditions .

The Parties agree to cooperate in good faith and to take all practicable actions and devote resources reasonably necessary to obtain satisfaction of the conditions set forth in Article 5 hereof as soon as reasonably practicable, including using diligent efforts to secure the execution and delivery of the agreements and other instruments to be executed and delivered pursuant to Article 1 and Article 5 hereof. Each Party entitled to the benefit of conditions set forth in Article 5 hereof shall have the right to waive such conditions.

4.2 NJBPU Approval .

(a) For a period of thirty (30) days after the Contract Date, NJEA shall take steps it deems necessary with respect to the Gas Purchase Agreements and the Steam Sales Agreement as provided in Sections 5.2(h) and (i) hereof. During the thirty (30) day period commencing on the Contract Date, NJEA will notify JCP&L in writing that the Petition may be filed as contemplated under Section 4.2(b) hereof. If NJEA requires up to an additional thirty (30) day period, then the October 1, 2003 deadline provided in Sections 4.2(b), 4.2(d) and 6.1(d) hereof shall be extended by an equivalent period of time. If NJEA gives notice to JCP&L that it requires more than the thirty (30) day additional period provided above, then the Parties will meet to discuss the steps NJEA has taken to date to give notice that the filing of the Petition may occur and the Parties will negotiate in good faith to reach an agreement on a reasonable additional extension of time up to thirty (30) days; provided, however, that if the amount of such additional time cannot be agreed upon by the Parties, then upon receipt of written notice from either Party to the other Party, this Agreement shall terminate without liability of either Party to the other as a result of such termination. The filing of the Petition pursuant to Section 4.2(b) hereof shall not prejudice the exercise by either Party of its rights under Article 5 hereof.

(b) Within twenty (20) business days after receipt by JCP&L of notice from NJEA that the Petition may be filed (the date of such notice being the " Notice Date "), JCP&L shall file, or caused to be filed, an initial petition (a " Petition ") with the NJBPU for the Initial Order Date to occur as soon as reasonably practicable, but in no event later than October 1, 2003 (as such date may be extended by Section 4.2(a) hereof). As and to the extent permitted by applicable law, JCP&L and NJEA intend that this Agreement and related documents shall be "Confidential Information" under the Stipulation of Agreement and Non-Disclosure of Confidential or Protected Information and JCP&L and NJEA shall seek confidential treatment by the NJBPU of all confidential materials included in such Petition, or otherwise provided to the NJBPU in support of the Petition. Prior to the Filing Date, JCP&L and NJEA will reasonably cooperate with respect to identifying their respective confidential material in such agreements for which JCP&L shall seek confidential treatment and any other materials to be submitted to the NJBPU in support of the Petition. Upon filing of the Petition with the NJBPU, the Parties will support the Petition and the data contained therein and shall use reasonable commercial efforts to obtain the Final Decision; provided that if the Initial Order Date has not occurred by October 1, 2003 (as such date may be extended by Section 4.2(a) hereof), the Parties shall continue to use diligent efforts to secure the Final Decision, subject to their respective rights of termination under Section 6.1 hereof. If requested by JCP&L, NJEA shall also support the Petition by preparing written testimony and providing witnesses to support such testimony. Such testimony shall address all matters (other than matters that are confidential or proprietary to NJEA) in sufficient detail, as requested by JCP&L in its reasonable judgment, to facilitate the award of the Final Decision, and shall be subject to JCP&L's prior review and reasonable approval. The Parties acknowledge that JCP&L shall have sole control over the content and filing of the Petition consistent with this Agreement. JCP&L shall keep NJEA apprised of the status of the NJBPU's actions and position with respect to the Petition. JCP&L shall consult with NJEA about any actions that NJEA proposes to expedite the NJBPU's consideration of the Petition.

(c) JCP&L shall promptly provide to NJEA (whether in writing or orally) any information relating to any material event or development relating to the NJBPU review and approval process described in Section 4.2(a) above. In addition, JCP&L shall respond promptly and fully to any reasonable inquiries NJEA may make at any other time relating to such process.

(d) If at any time during the NJBPU's approval process a Party, in its reasonable judgment, determines that the Initial Order Date will not occur on or before October 1, 2003 (as such date may be extended by Section 4.2(a) hereof), then NJEA and JCP&L shall meet and confer to discuss the advisability of modifying the Transactions, providing additional information or taking other steps necessary to address the NJBPU's concerns or requirements in connection with the Transactions.

4.3 Status Pending Closing .

Notwithstanding the Parties' intention and agreement to restructure, amend, terminate or otherwise modify the Power Purchase Agreement and the other documents and agreements referenced herein to be terminated, amended, modified or supplemented upon the satisfaction or waiver of the conditions precedent set forth in Article 5 hereof, the Parties' obligations under such contracts and agreements shall not be effective unless or until the Closing Date occurs (unless otherwise agreed by the Parties in a separate agreement executed by both of the Parties), and the Parties agree to continue performance thereunder as if this Agreement had not been executed by them; provided, however, that nothing in this Section 4.3 shall abrogate or modify the Parties' obligations under Section 4.1 hereof to cooperate in good faith and to take all practicable actions and devote resources reasonably necessary to obtain satisfaction of the conditions set forth in Article 5 hereof .

4.4 Waiver of Rights .

As of the Effective Date under the Amended and Restated Power Purchase Agreement, NJEA forever relinquishes and waives any rights it may have or may have in the future under the Public Utility Regulatory Policies Act of 1978 (" PURPA "), 16 U.S.C. Section 824a.3 et seq ., 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 its rights and interest in the Facility to agree to be bound by the foregoing waiver of PURPA rights. 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 4.4 .

ARTICLE 5
CONDITIONS

5.1 Conditions to the Obligations of JCP&L .

JCP&L's obligation to effect the Transactions is subject to the satisfaction at or before the Closing Date of the following conditions (any of which JCP&L may waive):

(a) Representations and Warranties . All of the representations and warranties of NJEA herein shall be true and correct in all respects as though made on and as of the Closing Date (unless the incorrectness of such representations and warranties does not have a material adverse effect on JCP&L's rights herein), and NJEA shall have delivered a bringdown certificate, duly executed by an authorized officer, with respect to such representations and warranties and stating that, as of the Closing Date, the execution and delivery of, and the performance by NJEA of its obligations under the NJEA Documents will have been duly and validly authorized by all necessary partnership action of NJEA, and each of the NJEA Documents shall constitute a valid and binding obligation, enforceable against NJEA in accordance with its terms, except as such enforceability may be limited by law or principles of equity. NJEA shall have performed, or caused to be performed, all of the agreements and covenants to be performed by NJEA under this Agreement as of the Closing Date, unless the non-performance of such agreements and covenants does not have a material adverse effect on JCP&L's rights herein.

(b) No Legal Restraint . Neither JCP&L nor NJEA are currently subject to any order, decree, injunction, or other legal restraint or prohibition of a court or agency of competent jurisdiction which enjoins, prohibits or interferes with the consummation of the Transactions.

(c) Documents and Opinions . NJEA shall have executed and delivered the Mutual Release, any New PPA Amendments and the other NJEA Documents, and all other documents required to be executed and delivered by it pursuant to this Agreement and the Amended and Restated Power Purchase Agreement, shall have been executed, delivered and become effective by its terms.

(d) NJBPU Final Decision . The NJBPU Order containing the Required Findings shall have become a Final Decision.

(e) Litigation . There shall be no action, claim, demand, suit, proceeding, arbitration, grievance, citation, summons, subpoena, inquiry or investigation of any nature, civil, criminal or regulatory, in law or in equity, by or before any governmental autho