0001193125-05-049660 Sample Contracts

DECOMMISSIONING TRUST AGREEMENT Dated as of December 18, 2003 between EL PASO ELECTRIC COMPANY and BANK OF AMERICA, N.A. As Decommissioning Trustee for Palo Verde Unit 1
Decommissioning Trust Agreement • March 14th, 2005 • El Paso Electric Co /Tx/ • Electric services • Texas

This Decommissioning Trust Agreement (the “Agreement”), to be effective as of December 24, 2003 (the “Effective Date”), between Bank of America, N.A., a national banking association (“Decommissioning Trustee”) and El Paso Electric Company, a Texas corporation (“El Paso”).

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FIFTH SUPPLEMENTAL INDENTURE
Indenture • March 14th, 2005 • El Paso Electric Co /Tx/ • Electric services • New York

THIS FIFTH SUPPLEMENTAL INDENTURE, dated as of December 17, 2004 (the “Supplemental Indenture”), between EL PASO ELECTRIC COMPANY, a Texas corporation (the “Company”), whose principal office is located at 100 North Stanton Street, El Paso, Texas, 79901, and U.S. BANK NATIONAL ASSOCIATION, a banking corporation organized under the laws of The Commonwealth of Massachusetts, as Trustee (the “Trustee”), whose principal corporate trust office is located at 225 Franklin Street, Boston, Massachusetts, 02110.

CREDIT AGREEMENT dated as of December 17, 2004 among EL PASO ELECTRIC COMPANY JPMORGAN CHASE BANK, N.A. not in its individual capacity, but solely in its capacity as trustee of the Rio Grande Resources Trust II THE LENDERS PARTY HERETO and JPMORGAN...
Credit Agreement • March 14th, 2005 • El Paso Electric Co /Tx/ • Electric services • New York

CREDIT AGREEMENT dated as of December 17, 2004, among EL PASO ELECTRIC COMPANY, a Texas corporation (“El Paso”), JPMORGAN CHASE BANK, N.A., not in its individual capacity, but solely in its capacity as trustee of the Rio Grande Resources Trust II (the “Trustee”; each of El Paso and the Trustee is referred to individually herein as a “Borrower” and collectively as the “Borrowers”), the Lenders (as defined in Article I), and JPMORGAN CHASE BANK, N.A., as issuing bank (in such capacity, the “Issuing Bank”), as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”) for the Lenders.

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