Trutta Note)Note • October 15th, 2004 • El Paso Corp/De • Natural gas transmission • New York
THIS NOTE WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), AND THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM, AS DETERMINED IN THE REASONABLE DISCRETION OF EL PASO CORPORATION (“EL PASO”). ANY HOLDER HEREOF DESIRING TO TRANSFER THIS NOTE MUST FIRST FURNISH EL PASO, AT HOLDER’S SOLE EXPENSE, AN OPINION OF COUNSEL (IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO EL PASO) THAT NEITHER REGISTRATION NOR QUALIFICATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS IS REQUIRED IN CONNECTION WITH SUCH TRANSFER AND SUCH OTHER EVIDENCE AS EL PASO MAY REASONABLY REQUEST IN ORDER TO EVALUATE COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS, INCLUDING THE SECURITIES ACT. THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF EL PASO THAT THIS NOTE MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN WHOLE BUT NOT IN PART
SWAP SETTLEMENT AGREEMENTSwap Settlement Agreement • October 15th, 2004 • El Paso Corp/De • Natural gas transmission • New York
This Swap Settlement Agreement (the “Agreement”), dated effective as of August 16, 2004, is entered into by and among El Paso Corporation, a Delaware corporation (“El Paso”), El Paso Merchant Energy, L.P., a Delaware limited partnership (“EPME”), East Coast Power Holding Company L.L.C., a Delaware limited liability company (“ECPH”), and ECTMI Trutta Holdings LP, a Delaware limited partnership (“Trutta”). El Paso, EPME, ECPH and Trutta may be referred to herein individually as a “Party” and collectively as the “Parties.” El Paso and EPME may be referred to herein individually as an “El Paso Party” and collectively as the “El Paso Parties”. ECPH and Trutta may be referred to herein individually as an “Enron Party” and collectively as the “Enron Parties”.
ECPH Note)Ecph Note • October 15th, 2004 • El Paso Corp/De • Natural gas transmission • New York
THIS NOTE WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), AND THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS NOTE MAY BE OFFERED, RESOLD OR OTHERWISE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY (I) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A OR (II) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, AS DETERMINED IN THE REASONABLE DISCRETION OF THE COMPANY. ANY HOLDER HEREOF DESIRING TO TRANSFER THIS NOTE PURSUANT TO CLAUSE (II) ABOVE MUST FIRST FURNISH THE COMPANY, AT HOLDER’S SOLE EXPENSE, AN OPINION OF COUNSEL (IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO T
