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Exhibit
10.54
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SECOND AMENDMENT TO
AMENDED AND RESTATED POWER PURCHASE AGREEMENT
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dated as of
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December 16, 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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SECOND AMENDMENT TO
AMENDED AND RESTATED POWER PURCHASE AGREEMENT
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THIS SECOND AMENDMENT TO AMENDED AND RESTATED POWER PURCHASE
AGREEMENT (this " Second
Amendment ") is made as of the 16th day of December,
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, as
amended by that First Amendment to Amended and Restated Power
Purchase Agreement dated as of October 21, 2003 (collectively, the
" Original Agreement " and as amended by this Second
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 are parties to a Termination
Agreement dated as of October 21, 2003, as amended by a First
Amendment to Termination Agreement of even date herewith
(collectively, the " Termination Agreement ") and an
Industrial Steam Sales Contract dated as of June 5, 1989, as
amended by the First Amendment to Industrial Steam Sales Contract
of even date herewith (collectively, the " Steam
Contract ");
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WHEREAS , in light of the above-referenced amendments, to
the extent JCP&L has agreed to pay a portion of the costs
associated with the termination of the Steam Contract through
certain offsetting adjustments to its payment obligations under the
Agreement, the Parties have agreed it is desirable to execute this
Second Amendment to make conforming changes to the
Agreement.
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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
acknowledge
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