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Exhibit
10.55
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North Jersey Energy
Associates
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700 Universe
Blvd., P.O. Box 14000, Juno Beach, FL 33408
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December 18, 2003
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David
M. Blank
Director - Rates & Regulatory Affairs
FirstEnergy
76 South Main Street
Akron, Ohio 44308
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Re:
Interim Agreement by and between North Jersey Energy Associates, A
Limited Partnership ("NJEA") and Jersey Central Power & Light
Company ("JCP&L"), each a "Party" and collectively, the
"Parties".
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Dear Dave:
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Reference is made to the Power Purchase Agreement dated as of
October 22, 1987 (the "Existing PPA"), between NJEA and JCP&L,
as amended and restated pursuant to an Amended and Restated Power
Purchase Agreement dated as of May 16, 2003 between NJEA and
JCP&L (the "Amended PPA"). The "Effective Date" under the
Amended PPA is expected to occur on or about 11:59 p.m. (EST)
on December 23, 2003. Pending the Effective Date under the
Amended PPA, the Parties have agreed to modify their rights and
obligations under the Existing PPA. This letter will confirm our
understanding of the following arrangements relating to the
Existing PPA.
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Commencing at 11:59 p.m. (EST) on December 18, 2003, and
continuing until the earlier of (a) the date upon which NJEA
delivers to JCP&L written notice of termination of this letter
agreement, (b) the Effective Date 1 under the
Amended PPA or (c) 11:59 p.m. (EST) on December 31, 2003
(the "Interim Period"), NJEA shall be relieved of its obligation to
deliver electric energy from the Facility in accordance with
Article III of the Existing PPA and in lieu of such
deliveries, shall deliver to JCP&L, and JCP&L shall accept
and purchase, at the Facility Bus, for each hour during the Interim
Period, 250 MW of electric energy generated at the Facility or
from any other source.
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In consideration for the foregoing, JCP&L shall be obligated to
pay to NJEA the Interim Payment (as calculated and defined below).
The Parties hereby agree that neither Party shall be in default
under the Existing PPA as a consequence of NJEA's deliveries of
electric energy in accordance with this Interim Agreement or the
payment by JCP&L of the amounts set forth herein for such
electric energy. Unless otherwise specifically set forth in herein,
each Party hereby releases and forever discharges and covenants not
to sue the other Party and any and all of it respective present,
former and future directors, managers, officers, trustees,
representatives, employees, attorneys, advisors, agents, partners,
affiliates, legal representatives, successors and assigns from or
with respect to any and all claims, actions or causes of action
(whether at law or equity, known or unknown), losses,
damage
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