EXHIBIT 10.2302
LEGEND: PORTIONS OF THIS DOCUMENT HAVE BEEN OMITTED
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
AND SUCH OMITTED MATERIAL HAS BEEN FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION.
ENERGY PURCHASE CONTRACT EXECUTED
BY
COMISION FEDERAL DE ELECTRICIDAD
AND
EL PASO ELECTRIC COMPANY
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CONTRACT FOR THE PURCHASE OF FIRM CAPACITY AND ASSOCIATED ENERGY EXECUTED ON THE
ONE PART BY COMISION FEDERAL DE ELECTRICIDAD, HEREINAFTER "CFE", REPRESENTED BY
LIC. ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ AND ING. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ MILAN AS PROGRAMMING SUB
DIRECTOR (SUBDIRECTOR DE PROGRAMACION) AND TRANSMISSION, TRANSFORMATION AND
CONTROL SUB DIRECTOR (SUBDIRECTOR DE TRANSMISION, TRANSFORMACION Y CONTROL)
RESPECTIVELY, AND ON THE OTHER PART BY EL PASO ELECTRIC COMPANY HEREINAFTER
"EPE", REPRESENTED BY ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ACTING AS CHIEF EXECUTIVE OFFICER AND
PRESIDENT, IN ACCORDANCE TO THE FOLLOWING DECLARATIONS AND CLAUSES:
DECLARATIONS
I. CFE declares that:
I.1. It is a decentralized entity of the Federal Government of the Mexican
United States and a corporate entity with assets of its own, that it
is governed by the Electric Energy Public Service Law, published in
the Federal Journal on December 22, 1975.
I.2. The importation of electric energy exclusively to provide a public
service is an activity within its corporate purposes.
I.3. Its corporate purpose includes the execution of agreements and
contracts with private entities in order to undertake action related
to providing a public service with regard to electric energy; as well
as undertaking any other action and executing contracts that are
necessary in order to fulfill its corporate purpose.
I.4. CFE has authorization from the Ministry of Energy to import electric
energy *SEE LEGEND ON FIRST PAGE OF EXHIBIT*
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from the United States of America to supply the northern border
regions; it also has the necessary permit to import electric energy
issued by the Department of the Treasury (Secretaria de Hacienda y
Credito Publico), as required by Article 31 of the Customs Law
Regulations; because CFE is the importator of the goods object of the
contract herein. Copies of both permits are attached as Attachment I.
I.5. The awarding of this contract was done through a bid contest called
by direct invitation, pursuant to Article 134 of the Constitution;
Article 9, Subsection 3 of the Electric Energy Public Service Law;
and Article 7, Subsection 1 of the Regulations implementing such law.
A copy of the award is attached as Attachment II.
I.6. This contract is not subject to the provisions of the North American
Free Trade Agreement, given that it concerns the provision of
electric energy public service as stipulated in attachment 101.1B-2,
Section B Mexico's list, Subsection 2 and under document number
209'94'90 dated June 29, 1994, issued by the Department of
International Organizations within the Ministry of Trade and
Industrial Development.
I.7. In order to pay for costs stemming from the execution of this
contract, the Ministry of the Treasury has authorized the
corresponding expense for the current fiscal year, by document number
340-A.-1825 dated December 20 1996; and such Ministry has the
corresponding budgetary ability and necessary funds to cover the
expenses under budget assignation number __________.
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I.8. CFE has the authorization from the Ministry of the Treasury to
contract payment obligations as derived from this contract which will
be covered by future budgets.
I.9. That Lic. ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ and Ing. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Milan have
the necessary authorization to represent CFE in the execution of this
contract, and this powers and authorization have not been revoked.
I.10. Its address is ▇▇▇ ▇▇▇▇▇▇▇▇▇ N0. 32 Col. ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ D.F. Mexico, which is to be used for all legal purposes
regarding this contract.
II. EPE declares that:
II.1. It is a duly incorporated company existing in accordance to the laws
of the State of Texas of the United State of America, as it is
established by the legal documents that are incorporated to this
contract as Attachment III.
II.2. Its corporate purpose consists of generating, purchasing, selling,
and transmitting electric energy in the United States of America, as
stipulated in the documents in Attachment III.
II.3. It received a direct invitation from CFE to participate in the bid
for the acquisition of firm capacity and associated energy, having
accepted to participate, and presenting its offer.
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II.4. Has the legal capacity to contract and fulfills the technical and
economic requirements necessary to become obligated in the terms
hereunder.
II.5. It is familiar with the contents of the Electric Energy Public
Service Law and its Regulations.
II.6. Its legal representative, ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇ proves its representative
capacity and ability to execute this contract with a certified copy
of the legal power duly attested by a notary, which is attached to
this contract as Attachment IV.
II.7. Its address is ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, which is to
be used for all legal purposes relating to this contract.
III. The PARTIES declare that:
III.1. Hereinafter, CFE and EPE shall also be referred to individually as
"PARTY" or collectively as "PARTIES".
Having declared the foregoing, the PARTIES grant the following:
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CLAUSES
FIRST.- PURPOSE OF THE CONTRACT
The purpose of this contract is to establish the terms and conditions
pursuant to which the EPE is obligated to sell and deliver to CFE, and CFE
obligates itself to purchase and receive FIRM CAPACITY and ASSOCIATED ENERGY,
as provided hereunder.
SECOND.- DEFINITIONS
For the purposes of this contract the PARTIES agree to accept the following
standard definitions, which will be used both, in the singular or plural
forms. Terms defined herein will be written in bold letters, capitalizing the
first letter:
2.1 CAPACITY
The amount in megawatts of the capacity of one or more generators, used
to support the load in a reliable fashion, which is determined in
accordance with the prevailing operating conditions at a given time.
2.2 CONTRACTED CAPACITY
Amount of MW's of FIRM CAPACITY made available to CFE by EPE.
2.3 TRANSMISSION CAPACITY
The capacity of an electric net to transport a given amount of capacity
and energy from one place to another.
2.4 FIRM CAPACITY
Amount of MW's of capacity that EPE is bound to make available to CFE
and can only be interrupted in case of all EMERGENCY, FORTUITOUS
CIRCUMSTANCES OR FORCE MAJEURE.
2.5 FIRM CAPACITY CHARGE
Monthly charge in dollars of the United States of America per kW of FIRM
CAPACITY supplied under this agreement and specified under Clause 5 of
this contract.
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2.6 TRANSMISSION CHARGE
Monthly charge in dollars of the United States of America for each kW of
FIRM CAPACITY supplied under this agreement, associated with the use of
EPE'S transmission system, specified in Clause 5 of this contract.
2.7 ASSOCIATED ENERGY CHARGE
Monthly charge in dollars of the United States of America per kWh of
ASSOCIATED ENERGY supplied under this agreement specified in Clause 5 of
this contract.
2.8 MONTHLY DEMAND
The highest amount of FIRM CAPACITY measured by hour during a month,
subject to a minimum charge as MINIMUM MONTHLY DEMAND as defined in
Clause 2.9.
2.9 MINIMUM MONTHLY DEMAND
For purposes of invoicing, a Minimum Monthly Demand is defined in
accordance with the following:
PERIOD MINIMUM MONTHLY DEMAND
01/01/97 - 04/30/97 *SEE
05/01/97 - 08/31/97 LEGEND
09/01/97 - 09/30/97 ON
10/01/97 - 10/31/97 FIRST
11/01/97 - 11/30/97 PAGE OF
12/01/97 - 12/31/97 EXHIBIT*
2.10 FORTUITOUS CIRCUMSTANCES OR FORCE MAJEURE
As defined in by Clause 12, Subsection 12.3 of the contract.
2.11 CFE - JUAREZ
Is the electric system owned by CFE, which supplies the northern State
of Chihuahua and borders with the United States of America,
interconnecting with the SINAL at ▇▇▇▇▇▇▇▇▇ Substation.
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2.12 EMERGENCY
The loss or interruption of generating capacity or TRANSMISSION CAPACITY
in the electric systems of any of the PARTIES, for any reason other
than:
(1) Scheduled maintenance; or
(2) an anticipated deficiency in the supply of fuel.
that degrades the security/reliability of a PARTY'S system to the extent
that it threatens the services to its domestic users and the integrity
of the system itself.
2.13 ASSOCIATED ENERGY
The energy expressed in MWh, associated with the CONTRACTED CAPACITY.
2.14 EL PASO
The electric system, owned by El Paso Electric Company which supplies
the southern part of the State of New Mexico (USA) and the western part
of the State of Texas (USA), which borders with Mexico and which
interconnects the rest of the WSCC system at the various points that are
identified in Appendix A of this contract.
2.15 INTERCONNECTION
Any arrangement of one or several transmission lines, circuit breakers,
meters, control mechanisms and other similar devices and infrastructures
that directly or indirectly connect to or allow the exchange of electric
energy between the electric systems of the CFE-▇▇▇▇▇▇ and EL PASO.
2.16 INTERCONNECTION POINT
Geographical place where the transmission line(s) that form part of an
INTERCONNECTION cross the international border.
2.17 SERVICE RESTRICTIONS
Partial or total interruption of the electric energy supply to CFE.
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2.18 NATIONAL INTERCONNECTED SYSTEM (SINAL)
CFE'S main electric system, of which the CFE-▇▇▇▇▇▇ electric system is a
part.
2.19 WESTERN SYSTEMS COORDINATING COUNCIL (WSCC)
An organization formed by various interconnected electric energy
companies located in the western United States of America and Canada of
which EPE is a member.
THIRD.- TERM
This contract will become effective on the date on which it is executed
by the PARTIES; the services to be provided under this contract shall
start to be provided on the first day of January, 1997 and terminate on
December 31, 1997.
FOURTH.- TECHNICAL ASPECTS
4.1 CFE'S ELECTRICAL SYSTEM IN CIUDAD ▇▇▇▇▇▇
CFE'S electrical system in Ciudad ▇▇▇▇▇▇, Chihuahua, which for purposes
of this contract will be referred as CFE-JUAREZ, is part of a larger
system, which is the SINAL.
4.2 EPE'S ELECTRIC SYSTEM
The electric system of EPE, which can also be specified as the main
System belonging to EL PASO, is interconnected to WSCC.
4.3 DELIVERY POINT
As shown on Appendix A of this contract, the INTERCONNECTION between the
two systems of CFE-▇▇▇▇▇▇ and EL PASO take place through two 115 KV
border ties which connect the Insurgentes and Riverena Substations,
belonging to CFE, with the ▇▇▇▇▇▇▇▇ and Diablo Substations, belonging to
EPE. CFE will receive the energy from EPE at the INTERCONNECTION POINT.
Energy transmission to the DELIVERY POINT shall be the sole
responsibility of EPE.
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4.4 INTERCONNECTION MODALITY
Both PARTIES acknowledge that currently it is not practical nor
convenient that the reception of energy take place when the CFE-JUAREZ
system is interconnected to CFE'S SINAL.
4.5 LOAD SEGREGATION
Based on the information provided in Clause 4.4, in order to achieve the
exchange of electric energy between the PARTIES, it is agreed to
segregate a part of CFE-JUAREZ, based on the procedures currently in
place for such purpose developed jointly with EPE.
FIVE.- PAYMENT SPECIFICATIONS
5.1 PRICES
EPE will supply FIRM CAPACITY and ASSOCIATED ENERGY to CFE and CFE will
pay to EPE in dollars of the United States of America during the term
this contract is in effect, *SEE LEGEND ON FIRST PAGE OF EXHIBIT* as
follows:
*SEE LEGEND ON FIRST PAGE OF EXHIBIT*
5.2 MONTHLY INVOICING:
The monthly invoicing for FIRM CAPACITY and ASSOCIATED ENERGY provided
by EPE to CFE hereunder shall be the sum of the invoicing for FIRM
CAPACITY, plus the Invoicing for Transmission, plus the Invoicing for
ASSOCIATED ENERGY, as indicated below:
*SEE LEGEND ON FIRST PAGE OF EXHIBIT*
5.3 PRICE CHARACTERISTICS
Prices established in subsection 5.1 of this clause shall be final
prices to be paid by CFE at the POINT OF DELIVERY, and shall include any
and all taxes, duties for permits and authorizations, and any other tax
or payment that is incurred in the United States of America. For this
reason, EPE is precluded from charging, for any reason whatsoever, any
amount in excess of what is agreed to and described in the preceding
subsection 5.1.
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CFE will be responsible for the payment of any taxes, import permits and
authorizations, and any other charge that is incurred in Mexico with
regard to the importation of electric energy.
SIXTH.- INVOICING AND PAYMENT
6.1 INVOICE
The invoice presented by EPE to CFE shall *SEE LEGEND ON FIRST PAGE OF
EXHIBIT*
6.2 INVOICING PERIODS
Purchases under this agreement shall be accounted for and invoiced on a
calendar month basis. EPE shall present to CFE on a monthly basis,
within the first 10 calendar days subsequent to the end of each month,
the invoices to be paid in dollars of the United States of America for
the sales carried out under this contract for the months in which said
sales take place. Monthly invoices presented to CFE will be paid to EPE
within 20 calendar days following the date on which said invoice was
received..
6.3 INVOICE DISCREPANCIES
In case of a discrepancy between the PARTIES concerning any invoice, the
invoice shall be paid in full within the established period of time, on
the understanding that the actual amount of the discrepancy will be
considered as paid under protest. If it is subsequently determined that
any portion of the protested payment was incorrectly assessed, EPE shall
reimburse CFE, the amount incorrectly charged plus a monthly interest
rate of 1% from the date in which the payment was made to the date in
which the actual sum and corresponding interest are reimbursed by EPE to
CFE.
6.4 PAYMENT ACCOUNTS
All payments made by CFE to EPE shall be made in dollars of the United
States of America in electronic form at a banking institution outside of
the Mexican United States, chosen by EPE.
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SEVENTH.- TAXES AND RIGHTS
All taxes and permits expenses to be paid as a consequence hereunder in
the United States of America and the Mexican United States will be paid
to their respective government by EPE and CFE according to the
provisions in the respective country tax laws.
EIGHTH.- REPRESENTATION
Within the thirty calendar days following the execution of this
contract, each PARTY shall designate a representative and a substitute
for him(her), and shall notify in writing the other PARTY within the
same period of time, the name and position of the designated
individuals.
The representatives of the PARTIES will basically function to ensure the
smooth operation of the services derived from this contract, as well as
the liaison between the PARTIES in order to ensure the adequate
implementation of this contract.
The PARTIES will be able to change at any time their respective
representatives, by notifying in advance the other PARTY of said
changes.
All the decisions made by the representatives of the PARTIES, shall be
recorded in minutes which will indispensably be signed by both
representatives; the representatives do not have the authority to modify
the terms of this contract.
The salaries and expenses of each PARTY representative will be the
responsibility of the represented PARTY.
NINTH.- BREACH
9.1 IN CASE OF BREACH
In case of breach or violation of the terms of the contract, the non-
breaching PARTY shall notify in writing the other PARTY who shall then
clarify, and if applicable, remedy the breach or demonstrate that no
breach has taken place.
Once it has been notified of a breach, the breaching PARTY shall remedy
the breach itself, at its earliest reasonable convenience without
exceeding three (3) calendar days, from the date in which the
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notification is received. If the nature of the problem, makes impossible
to solve it within three (3) calendar days, the breaching PARTY shall
present within this period of time a plan of activities aimed at
remedying the breach to the satisfaction of the non-breaching PARTY. If
no agreement is reached, the PARTIES will submit the point in
controversy to arbitration, in accordance to Clause 15 of this contract.
The PARTIES shall abide to the arbitration decision which shall be
final.
9.2 RESCISSION
The contract herein may be rescinded due to a material or continuous
breach on behalf of one of the PARTIES, i what concerns the substantive
obligations stipulated hereunder.
TENTH.- PENALTIES
In the event that EPE is not able to deliver partially or totally the
energy contracted, and this is not due to an EMERGENCY or FORTUITOUS
CIRCUMSTANCES OR FORCE MAJEURE or because of CFE, EPE becomes obligated
to pay the positive difference if such exists, duly documented, between
the cost CFE had to pay to cover the energy that was not supplied and
the contracted price. In addition, CFE will diminish the payment of the
capacity charge according to the duration and magnitude of the supply
failure.
ELEVENTH.- RESPONSIBILITIES
Each of the PARTIES shall indemnify and hold the other harmless and free
from any liability, loss, damages, or destruction of properties
attributable to negligence, fault or willingness of its advisers,
employees, workers and other personnel.
Notwithstanding the foregoing, all labor claims or settlement packages
of the employees or workers of one of the PARTIES due to work related
injuries will be the sole responsibility of the PARTY employing them.
Each PARTY shall assume sole responsibility before its corresponding
consumers for any claim due to service interruption or deficiency. Each
PARTY will hold harmless and safe the other PARTY, if the end user of
the electric system of a PARTY presents a law suit against that PARTY
servicing such user.
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TWELFTH.- GENERAL TERMS
12.1 NOTIFICATIONS
Any notification, request or application pertaining to this contract,
will be considered as duly delivered to CFE if it is sent via certified
mail with its corresponding acknowledgment of receipt, or by courier or
Fax, provided a confirmation sheet is secured, to Director of Control
(Jefe del Area de Control Norte) to Guanacevi ▇▇. ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇., C.P. 35078, Mexico; and to EPE if it is
sent to ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇, attention of the
Assistant Vice President of Resources and Planning Department. The
appointment of an individual to whom such correspondence shall be sent,
or the address where this person may be reached can be changed at any
time by giving prior written notice. Any notification or request related
to the delivery and receipt of energy or pertaining to the operation of
the infrastructure in place, will be considered valid if it is made by
phone and it is registered in the docket books of the operators of the
electric systems of both PARTIES.
EPE designates to receive any notification related to the Fifteenth and
Seventeenth Clauses, ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Chow, indicating as
domicile in Mexico for these ends, Bosque de Duraznos No. 75-303, Col.
Bosques de las ▇▇▇▇▇, ▇.▇. 11700, Mexico, D. F.
EPE will be able to change at any time the individual and address
furnished in the previous paragraph, by written notice to CFE. If such
notice is not timely delivered, it shall be assumed no change has
occurred regarding the individual and address previously appointed.
12.2 SUCCESSORS AND ASSIGNEES
This contract will be in force to the benefit of and will bind all
successors and assignees of both PARTIES, notwithstanding the foregoing,
this contract will not be transferable by either of the PARTIES without
the prior written consent of the other PARTY, however, such consent
shall not be unreasonably withheld.
12.3 FORCE MAJEURE OR FORTUITOUS CIRCUMSTANCES
Neither EPE nor CFE will be held liable for any breach of the terms of
this contract, when such breach is due to either FORCE MAJEURE or
FORTUITOUS CIRCUMSTANCES, provided that in case of FORCE MAJEURE or
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FORTUITOUS CIRCUMSTANCES, the PARTY that is in breach did not contribute
to said circumstances.
FORCE MAJEURE or FORTUITOUS CIRCUMSTANCES shall be understood to mean
any phenomenon of nature or man-made that is unpredictable or
inevitable, even when acting without negligence and which will impede
the fulfillment of any of the obligations deriving from this contract.
FORCE MAJEURE or FORTUITOUS CIRCUMSTANCES include but are not limited to
the following: flood, earthquake, storm, fires, lightening, epidemic,
war, revolt, strike not imputable to the affected PARTY, and Government
acts that are not inspired or supported by the affected PARTY.
Whenever a case of FORCE MAJEURE or FORTUITOUS CIRCUMSTANCES arises, the
PARTY disabled by it, shall notify the other PARTY at its earliest
convenience and furnish evidence of the occurrence.
The PARTY affected by the FORCE MAJEURE or FORTUITOUS CIRCUMSTANCES
shall in addition, indicate to the other, the time it estimates that the
problem may last, and the measures being undertaken to resolve it.
12.4 PARTIAL UNENFORCEABILITY
The unenforceability of any clauses of this contract, provided that such
circumstance does not affect the substantive clauses of the contract
herein and therefore the contract may remain in effect, will not affect
the enforcement of any other provisions hereunder.
12.5 CONTROVERSIES
Any dispute or controversy derived from this contract, will be discussed
and settled by the representatives of the PARTIES, whom will exercise
their best efforts to solve the dispute or controversy in an amicable
and expedient fashion. If the representatives are unable to solve such
controversies, these will be submitted for the acknowledgment and
solution by the supervising executives of each PARTY, without
prejudicing the remedy provided under Clause 15 of this contract.
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THIRTEENTH.- AUTHORIZATIONS
Any authorization required by each of the PARTIES in order to perform
this contract, both in the PARTY'S country of origin or in any other,
shall be processed and secured by said PARTY and shall be valid at the
time in which this contract is entered into.
FOURTEENTH.- LANGUAGE
The PARTIES enter into this contract by executing two (2) Spanish
original samples and two (2) English original samples. It is agreed by
the PARTIES that both the Spanish and English versions of this contract
are binding and valid. In case of a controversy between the PARTIES, the
Spanish version shall prevail.
FIFTEENTH.- ARBITRATION
In case of controversies pertaining to technical or economic issues
derived from this contract, which the PARTIES are unable to resolve
within thirty (30) calendar days, said controversy will be settled
through arbitration. Such arbitration procedure will submit to the
Arbitration and Mediation Regulations of the International Chamber of
Commerce of Paris. The arbitration panel shall be formed by three
arbitrators selected in accordance to said Regulations, unless, it is
agreed by the PARTIES that only one arbitrator shall preside said
proceedings. The arbitration proceedings will be conducted in Mexico
City, in the Spanish language. All costs and expenses incurred as a
result of the arbitration proceeding will be paid by the losing PARTY.
The arbitration decision will be final and non-appealable. If during the
arbitration proceedings it is determined that the controversy does not
relate to a technical or economic issue, such controversy will be
submitted to the jurisdiction of the Federal Courts.
SIXTEENTH.-GOVERNING LAW
This contract, the rights of the PARTIES and the obligations of the
PARTIES with regard to this contract, are governed by the Federal Laws
of the Mexican Unites States.
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SEVENTEENTH.-APPLICABLE LEGISLATION
The contract herein will be governed and interpreted according to the
federal laws of the Mexican United States, therefore, the PARTIES agree
that controversies that arise from this contract, other than those
referred to in Clause Fifteenth hereunder, will be subject to the
jurisdiction of the Federal Courts, and as such, the PARTIES agree to
submit themselves to the jurisdiction of said Courts in Mexico City,
hereby waiving any other jurisdiction which would be available to them
due to their present or future domicile or any other reason.
EIGHTEENTH.- OPERATIONAL PROCEDURES
The PARTIES agree that to have THE CONTRACT herein operating adequately,
it is required that specific operational procedures be established, *SEE
LEGEND ON FIRST PAGE OF EXHIBIT*. The procedures in the Interconnection
Agreement mentioned will be used provided, they do not contravene the
provisions in the United States of America, or the Mexican United States
legislations.
*SEE LEGEND ON FIRST PAGE OF EXHIBIT*
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This contract is executed in Mexico City, Federal District, in 2 originals in
Spanish and 2 originals in English the ____ day of _______ 1997.
FOR THE CFE FOR EPE
/s/ LIC. ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------ -------------------------------
Lic. ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇. ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇.
Subdirector de Programacion. Chief Executive Officer
and President.
/s/ ING. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ MILAN LEGAL ASPECTS
------------------------------ REVIEWED BY
Ing. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Milan
Subdirector de Transmision, /s/ LIC. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Transformacion y Control ---------------------------------
Lic. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Gerente de Asuntos Juridicos
The signatures and initializations in this page correspond to the Contract for
the Purchase of Firm Capacity and its Associated Energy entered into by
Comision Federal de Electricidad and El Paso Electric Company.
I, ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, expert translator appointed by the Superior Court of
Justice of the Federal District of Mexico, as proven by the Judiciary Gazette
of March 31, 1995, CERTIFY THAT: to the best of my knowledge and belief this
is a true, correct and complete translation of the original document that was
brought before me.
Mexico, Distrito Federal, February 5, 1997
/s/ ▇▇▇▇▇ MILAN ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
Ave. Copilco 76-A10-503
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Este contrato se firma en la Cd. De Mexico, Distrito Federal en 2 ejemplares en
ingles y 2 ejemplares in espanol a los 20 ▇▇▇▇ de Febrero de 1997.
POR CFE POR EPE
/s/ LIC. ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------ ----------------
Lic. ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇.
Subdirector de Programacion. Chief Executive Officer
and President.
/s/ ING. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ MILAN
------------------------------
Ing. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Milan
Subdirector de Transmision,
Transformacion y Control.
Revisado en sus aspectos legales por:
/s/ LIC. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Gerente de Asuntos Juridicos
Las presentes firmas y antefirmas corresponden al contrato de Compra de
Capacidad Firme y Energia Asociada, celebrado entre Comision Federal de
Electricidad y El Paso Electric Company.
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