John:
Our credit person has agreed to the 3% equity test for cross-default.  With 
respect to setoff, given our relationships with El Paso, this is an important 
credit point for us and one that I guess the credit people will need to 
discuss since it is important for us to have the Affiliate language.  Our 
credit person is Brant Reves (713-853-9897).
Carol St. Clair
EB 3892
713-853-3989 (Phone)
713-646-3393 (Fax)