One other very important item of which you must be aware is that El Paso was very concerned about the confidentiality of this transaction and insisted that our agreement contain the following provision:

"No party shall make any announcement of the transactions contemplated hereby to any of its officers, employees, representatives, consultants or advisors other than those who have a specific and strategic need to be advised of such information, all of whom shall be advised of the strict confidential nature of such information."
Please limit your disclosure of this transaction accordingly

 -----Original Message-----
From: 	Hill, Garrick  
Sent:	Wednesday, September 12, 2001 10:28 AM
To:	Mazowita, Mike; Armstrong, James; 'rvicens@deltapower.com'; Marshall, David; Stevens, Don; Farmer, Daren J.
Cc:	Ward, Charles; Henry, Joseph; Zisman, Stuart
Subject:	Covenants - Project Miracle
Importance:	High

As individuals involved in the day-to-day oversight and management of PPEP's Cleburne facility, it's important that you are familiar with and follow the covenants set out under the purchase agreement signed with Mesquite Investors, LLC (an El Paso affiliate) on September 7.  Those covenants are contained in Section 5.4 of the purchase agreement, which is attached for your reference.

The covenants are fairly self-explanatory.  However, if you have any questions concerning their interpretation or implementation, please contact Joe Henry at (713) 345-1549 or me at (713) 853-6027.

Thanks,

RH

 << File: Miracle GP PSA (Section 5.4).DOC >>