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Exhibit
10.52
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FIRST AMENDMENT TO
AMENDED AND RESTATED POWER PURCHASE AGREEMENT
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dated as of
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October 21, 2003
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By and Between
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NORTH JERSEY ENERGY ASSOCIATES, A LIMITED
PARTNERSHIP
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and
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JERSEY CENTRAL POWER & LIGHT COMPANY
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FIRST AMENDMENT TO
AMENDED AND RESTATED POWER PURCHASE AGREEMENT
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THIS FIRST AMENDMENT TO AMENDED AND RESTATED POWER PURCHASE
AGREEMENT (this "Amendment"
) is made as of the 21st day of October, 2003, Jersey Central Power
& Light Company, a New Jersey corporation and North Jersey
Energy Associates, A Limited Partnership, a New Jersey limited
partnership. JCP&L and NJEA are individually referred to herein
as a " Party " and are collectively referred to
herein as the " Parties " . Terms used and not
otherwise defined in this Amendment shall have the meanings set
forth in the Original Agreement (as defined in the first recital
below).
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W I T N E S S E T H :
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WHEREAS , JCP&L and NJEA entered into an Amended and
Restated Power Purchase Agreement dated as of May 16, 2003 (the
" Original Agreement " and as amended by this
Amendment, the " Agreement " ) pursuant to which the
NJEA is obligated to sell and JCP&L is obligated to purchase
the Contract Energy generated at the Facility or provided by NJEA
from other sources;
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WHEREAS , NJEA and Hercules Incorporated ( "Steam
Host" ) are parties to an Industrial Steam Sales Contract (the
"Steam Contract" ) dated June 5, 1989 pursuant to which NJEA
sells steam generated at the Facility to Steam Host for consumption
at Steam Host's chemical manufacturing facility located in Parlin,
New Jersey (the " Steam Host Facility " ) and Steam
Host resells a portion of the steam it purchases from NJEA to its
lessee, Green Tree Chemical Technologies Inc. which uses steam in
the operation of its adjacent facility (the " Nitrocellulose
Facility " );
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WHEREAS , in connection with the restructuring of certain
contractual arrangements relating to the operation of the Facility,
including the Existing PPA, the Steam Contract will be terminated
as provided in a Termination Agreement dated as of October 21, 2003
by and between Steam Host and NJEA (the " Termination
Agreement " ), pursuant to which NJEA will pay to Steam
Host, for the purposes of promoting the continuation of employment
at the Steam Host Facility and the Nitrocellulose Facility and to
mitigate the increased cost of steam due to the Restructuring (as
defined in the Termination Agreement), Monthly Employment Incentive
Payments (as defined in the Termination Agreement) of $440,249 per
month, which will be funded in part by NJEA and in part,
indirectly, by JCP&L through certain offsetting adjustments to
its payment obligations under the Agreement, as set forth herein;
and
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WHEREAS , in light of the foregoing, JCP&L and NJEA
desire to amend the Original Agreement to provide for such
offsetting adjustments as described herein.
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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:
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1. Definitions .
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The following new definitions shall be added, in alphabetical
order, to Section 1.1:
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" Steam Host " means Hercules Incorporated and its
successor and permitted assigns.
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" Steam Host Employment Incentive Component " shall
mean, in each month and for each MWh of Contract Energy delivered
hereunder during the Steam Host Employment Incentive Period, an
amount equal to $0.74 per MWh of Contract Energy delivered during
such period; provided, however, (a) with respect to any month
during which the Second Component (as defined in the Termination
Agreement) is reduced by either 20% or 50% due to a "Cessation of
Operations"
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