We have received the executed Acknowledgement and Termination Agreement dated 
effective as of December 1, 1999 by and among El Paso Merchant Energy-Gas 
Company (formerly known as El Paso Marketing Company, also formerly known as 
Eastex Hydrocarbons, Inc.), El Paso Merchant Energy Gas, L.P., El Paso Energy 
Corporation,  and ENA (formerly known as ECT).  Such document referenced the 
merger of Sonat Marketing Company, L.P. with and into El Paso Merchant 
Energy-Gas L.P., and the subsequent assignment of El Paso Merchant Energy-Gas 
LP's rights, duties and obligations to El Paso  Merchant Energy-Gas Company.

Under such agreement, the parties agree that:

1.  ENA and El Paso Merchant Energy-Gas Company agree that (a) the Sonat 
Marketing Company and Sonat Marketing Company, L.P. financial Transactions 
shall be governed by the El Paso Merchant Energy-Gas Company financial Master 
Agreement dated as of April 20, 1995; and (b) the Sonat physical transactions 
shall be governed by the El Paso Enfolie Master Firm Purchase/Sale Agreement 
dated March 1, 1998;
2. El Paso Energy Corporation, as Guarantor, agrees that its guaranty shall 
remain in full force and effect with respect to the transactions evidenced in 
Item 1 above;
3.  Enron Corp., as Guarantor, agrees that its guaranty shall remain in full 
force and effect with respect to the transactions evidenced in Item 1 above;
4.  ENA and El Paso Merchant Energy-Gas Company agree that the Sonat 
financial Master Agreement dated as of September 1, 1994, and the Sonat 
Master Firm Purchase/Sale physical Master Agreement, will be terminated;
5.  Each of ENA, El Paso Merchant Energy-Gas, L.P. and El Paso Energy 
Corporation agree that the Sonat physical Guaranty dated August 28, 1995,  
the Sonat financial Guaranty guaranty dated August 28, 1995, the Enron Corp. 
financial Guaranty dated as of August 28, 1995 and the Enron Physical 
Guaranty dated May 1, 1994 are thereby terminated.

All of the above is rather complex, and I've tried to reduce 3 pages of 
"Whereas" clauses into 1 paragraph, but I will distribute the document to the 
usual suspects, so any confusion about parties should become clearer.