Letter Agreement for Termination of Bayonne Power Purchase/Sale Transaction Confirmation between Cogen Technologies NJ Venture and El Paso Merchant Energy, L.P.

Summary

Cogen Technologies NJ Venture and El Paso Merchant Energy, L.P. have agreed to terminate their Bayonne Power Purchase/Sale Transaction Confirmation, effective midnight December 31, 2003. In exchange for El Paso Merchant Energy's payment of $4,711,994.00 to Cogen Technologies, this letter serves as formal notice of termination as required by the original agreement. Both parties acknowledge and accept the terms of this termination.

EX-10.GG 13 h94727ex10-gg.txt LETTER AGREEMENT - COGEN TECHNOLOGIES NJ VENTURE EXHIBIT 10.GG COGEN TECHNOLOGIES NJ VENTURE 10 HOOK ROAD BAYONNE, NEW JERSEY 07002 December 17, 2001 El Paso Merchant Energy, L.P. 1001 Louisiana Street Houston, Texas 77002 Attention: Vice President By Facsimile: (713) 420-6365 Reference is made to the Bayonne Power Purchase/Sale Transaction Confirmation dated as of October 1, 2001 by and between El Paso Merchant Energy, L.P. (Buyer) and Cogen Technologies NJ Venture (Seller) (the "Bayonne Transaction Confirmation"). In consideration of Buyer's agreement to pay Seller $4,711,994.00, notice is hereby given pursuant to the Section entitled "Termination" in the Bayonne Transaction Confirmation of Seller's intent to terminate the Bayonne Transaction Confirmation effective midnight December 31, 2003. Please promptly confirm your receipt and acceptance of this notice Seller by executing your acknowledgement below and sending a copy of this notice to Seller at the address provided for in the Bayonne Transaction Confirmation. COGEN TECHNOLOGIES NJ VENTURE By: /s/ John L. Harrison -------------------------------------- Name: John L. Harrison Title: Senior Vice President and Chief Financial Officer ACKNOWLEDGED: EL PASO MERCHANT ENERGY, L.P. By: /s/ John L. Harrison -------------------------------------- Name: John L. Harrison Title: Senior Vice President and Chief Financial Officer