0001059025-03-000012 Sample Contracts

BASE CONTRACT FOR SALE AND PURCHASE OF NATURAL GAS
Base Contract for Sale and Purchase • November 13th, 2003 • North Jersey Energy Associates • Electric services • New York

THIS Base Contract for Sale and Purchase of Natural Gas ("Base Contract"), made and entered into on this 1st day of August 2003 by and between Northeast Energy Associates, A Limited Partnership, a Massachusetts limited partnership ("Buyer") and FPL Energy Power Marketing, Inc. ("Seller").

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GUARANTEE
Guarantee • November 13th, 2003 • North Jersey Energy Associates • Electric services

THIS GUARANTEE (the "Guarantee") is made and entered into this 1st day of August 2003 by FPL GROUP CAPITAL INC, a Florida corporation (the "Guarantor"), in favor of Northeast Energy Associates, A Limited Partnership (hereinafter the "Guaranteed Party").

FIRST AMENDMENT TO GUARANTEE
North Jersey Energy Associates • November 13th, 2003 • Electric services

THIS FIRST AMENDMENT TO GUARANTEE (this "Amendment") is made and entered into this 2nd day of October, 2002 by FPL GROUP CAPITAL INC, a Florida corporation (the "Guarantor"), with the consent and acknowledgement of North Jersey Energy Associates, A Limited Partnership (the "Guaranteed Party") amends that Guarantee, dated as of October 2, 2002 (the "Guarantee"), by the Guarantor in favor of the Guaranteed Party.

FIRST AMENDMENT TO GUARANTEE
North Jersey Energy Associates • November 13th, 2003 • Electric services

THIS FIRST AMENDMENT TO GUARANTEE (this "Amendment") is made and entered into this 1st day of August, 2003 by FPL GROUP CAPITAL INC, a Florida corporation (the "Guarantor"), with the consent and acknowledgement of Northeast Energy Associates, A Limited Partnership (the "Guaranteed Party") and amends that Guarantee, dated as of August 1, 2003 (the "Guarantee"), by the Guarantor in favor of the Guaranteed Party.

GUARANTY
North Jersey Energy Associates • November 13th, 2003 • Electric services • New York

This is a guaranty (the "Guaranty"), dated this 1st day of August, 2003, given by Tractebel S.A., a corporation organized under the laws of Belgium (the "Guarantor"), in favor of Northeast Energy Associates, A Limited Partnership, a limited partnership organized under the laws of Massachusetts (the "Beneficiary").

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