SECOND AMENDMENT TO
POWER PURCHASE AND INTERCONNECTION AGREEMENT
BETWEEN
Public Service Electric & Gas Company
and
Camden Cogen, L.P.
This Second Amendment to the Power Purchase and Interconnection Agreement
by and between Public Service Electric & Gas Company ("PSE&G") and Camden
Cogen, L.P. ("SELLER") constitutes the Second Amendment ("Second Amendment") to
the Power Purchase and Interconnection Agreement ("Agreement") between the
Parties.
Recitals
---------
WHEREAS, the Parties executed a First Amendment to the Agreement on
June 12, 1990; and
WHEREAS, pursuant to Article II, Section F ("Conditions Precedent") of the
Agreement, as amended by the First Amendment, the Parties jointly petitioned the
New Jersey Board of Public Utilities ("NJBPU") for an Order approving the First
Amendment; and
WHEREAS, it was contemplated by the Parties that the NJBPU would consider,
and act upon the Joint Petition on or about July 1, 1990: and
WHEREAS, the Critical Path Items and Milestone Dates incorporated within
Schedule A of the First Amendment were agreed upon based on the Parties'
expectation that the NJBPU would act upon the Joint Petition on or about
July 1, 1990; and
WHEREAS, the NJBPU, at its meeting on July 18, 1990 postponed action on
the Joint Petition, such postponement making it unlikely for SELLER to
reasonably achieve certain of the said milestone dates: and
WHEREAS, the First Amendment contemplated the renegotiation of the
milestone dates in the event the NJBPU failed to approve same by July 1, 1990;
and
WHEREAS, the Parties desire to modify the Agreement further in light of the
said postponement.
NOW, THEREFORE, in consideration of the recitals and mutual covenants
contained, herein, the Parties hereto agree as follows:
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(1) Notwithstanding the milestone dates set forth in Schedule A (2) and (3)
of the First Amendment, the Parties agree that within 30 days of the Parties'
acceptance, in writing, of the final non-appealable Order of the NJBPU approving
the First Amendment and the Second Amendment to the Agreement, SELLER shall be
required to (i) Release Engineers for Preliminary Design, and (ii) Execute
Option for Project Site.
(2) Notwithstanding the milestone dates set forth in Schedule A (1) and (4)
through (13) of the First Amendment, the Parties agree to extend each of said
milestone dates for periods of time equivalent to the number of days between
July 1, 1990 and the date of the Parties' acceptance, in writing, of the final
non-appealable Order of the NJBPU approving the First Amendment and the Second
Amendment to the Agreement.
(3) In the event the Order of the NJBPU approving the First Amendment and
Second Amendment to the Agreement is stayed, pending any appeal which may be
filed by any person, including a Party to the Agreement, and the appeal is still
pending by December 1, 1990, the Parties may, upon mutual agreement, either (i)
agree to extend any one or more milestone dates, and/or (ii) amend such other
substantive terms of the Agreement affected by the delay or, (iii) agree to
terminate the Agreement, whereupon the Agreement will be deemed null and void
and neither Party shall have any further obligation to the other Party.
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(4) All items and conditions contained in the Agreement, as amended by the
First Amendment and not otherwise amended herein shall remain in full force and
effect.
IN WITNESS WHEREOF, this Second Amendment to the Agreement is executed and
delivered on the ______ day of ___________,1990.
CAMDEN COGEN, L.P.
By: /s/
--------------------------
Vice President
PUBLIC SERVICE ELECTRIC &
GAS COMPANY
By: /s/
--------------------------
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