We have received an executed Termination Agreement, effective as of February 
1, 2001, among El Paso Merchant Energy, L.P. ("El Paso") (being successor in 
interest to Coastal Merchant Energy, L.P. ("Coastal") (f/n/a Engage Energy 
US, L.P.)) and Enron North America Corp. ("ENA").   This agreement provides 
for: (a) the termination of the February 12, 1998 ISDA Master Agreement 
between ENA and Coastal, (b) the acknowledgement of ENA and El Paso that all 
outstanding Coastal-ENA Transactions shall be governed by the December 1, 
1999 ISDA Master Agreement between ENA and El Paso, and (c) the 
acknowledgement of Enron Corp. (ENA,s parent), and El Paso Energy Corporation 
(El Paso,s parent) that their respective Guaranty documents shall cover ENA,s 
and El Paso,s obligations with respect to the Coastal-ENA Transactions.

Copies will be distributed.

 
Cordially,
Susan S. Bailey
Enron North America Corp.
1400 Smith Street, Suite 3806A
Houston, Texas 77002
Phone: (713) 853-4737
Fax: (713) 646-3490
E:mail:  Susan.Bailey@enron.com