Debra Perlingiere
Enron North America Corp.
Legal Department
1400 Smith Street, EB 3885
Houston, Texas 77002
dperlin@enron.com
Phone 713-853-7658
Fax  713-646-3490

----- Forwarded by Debra Perlingiere/HOU/ECT on 05/30/2001 03:36 PM -----

	Judy Thorne/ENRON@enronXgate
	05/30/2001 09:19 AM
		 
		 To: Debra Perlingiere/HOU/ECT@ECT
		 cc: 
		 Subject: FW: ADDENDUM TO GISB as of 10-20-00.doc

Debra,

Please review the following Addendum from El Paso and work with Harry Gregory 
to come to agreeable terms. His phone number is 713-420-3821.

Thanks,
Judy

 -----Original Message-----
From:  "Gregory, Harry" <Harry.Gregory@ElPaso.com>@ENRON 
[mailto:IMCEANOTES-+22Gregory+2C+20Harry+22+20+3CHarry+2EGregory+40ElPaso+2Eco
m+3E+40ENRON@ENRON.com] 
Sent: Wednesday, May 30, 2001 9:14 AM
To: 'judy_thorne@enron.com'
Subject: ADDENDUM TO GISB as of 10-20-00.doc


ADDENDUM
(Special Provisions ) Exhibit &B8)
For the Base Contract for Short-Term Sale and Purchase of Natural Gas
between
El Paso Merchant Energy, L.P.
and
___________________________________
Dated ______________
 
A.  In Section 1.2 insert &a recorded8 before the word telephone on the 
second line.  Insert the word &recorded8 before the word telephonic on the 
fifth line.  Add the following sections as 1.4 and 1.5:
            
1.4            Company shall at its expense, maintain equipment necessary to 
regularly record Transactions on Transaction Tapes and retain Transaction 
Tapes in such manner as to protect its business records from improper access; 
provided Company shall not be liable for any malfunction of equipment or the 
operation thereof in respect of any Transaction WITHOUT REGARD TO THE CAUSE 
OR CAUSES RELATED THERETO, INCLUDING, WITHOUT LIMITATION, THE NEGLIGENCE OF 
ANY PARTY, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT, OR CONCURRENT, OR ACTIVE 
OR PASSIVE.  No Transaction shall be invalidated should a malfunction occur 
in equipment regularly utilized for recording Transactions or retaining 
Transaction Tapes or the operation thereof, and in such event, the 
Transaction shall be evidenced by the written and computer records of the 
parties concerning the Transaction made contemporaneously with the telephone 
conversation.
 
1.5       The parties agree not to contest or assert a defense to the 
validity or enforceability of telephonic Transactions entered into in 
accordance with this Contract under laws relating to (a) whether certain 
agreements are to be in writing or signed by the party to be thereby bound or 
(b) the authority of any employee of the party if the employee name is stated 
in the Transaction Tape.
 
B.     Replace Section 2.25 as follows:
 
2.25            &Transaction Confirmation8 means a written verification of a 
Transaction which either Buyer or Seller shall, from time to time pursuant to 
the terms of this Contract, submit the Daily Contract Quantity, Delivery 
Point(s), Price, Contract Period, and Receipt/Delivery Obligation.  Company 
will only transmit Transaction Confirmations for Transactions that have a 
term exceeding one calendar Month.
 
      Add the following at the end of Section 2:
 
2.27     &Buyer8 shall mean the party that agrees to purchase Gas as 
evidenced by the Transaction Confirmation.
 
2.28            &Company8 shall mean El Paso Merchant Energy, L.P. 
(&Company8).
 
2.29            &Contract Period8 means the term of any particular 
Transaction agreed to by the parties as specified in the Transaction 
Confirmation.
 
2.30            &Counterparty8 shall mean _________________________________.
 
2.31     &Credit Support Document8 shall mean, as to a party (&the First 
Party8), a guaranty, hypothecation agreement, margin or security agreement or 
document, or any other document containing an obligation of a third party 
(&Credit Support Provider8) or of the First Party in favor of the other party 
supporting any obligations of the first party under this Contract.
 
2.32            &Eligible Collateral8 shall mean (i) cash or (ii) a Letter of 
Credit from a financial institution acceptable by the (&Beneficiary Party8).
 
2.33            &Futures Contract8 shall mean the standardized contract for 
the purchase or sale of Gas that is traded for future delivery under the 
applicable trading board,s regulations.
 
2.34            &Guarantor8 means, as to Company, El Paso Energy Corporation, 
and as to Counterparty, _____________________________ [if applicable].
 
2.35     &Letter of Credit8 means one or more irrevocable, transferable 
standby letters of credit from a major U.S. commercial bank or a foreign bank 
with a U.S. branch office, with such bank having a credit rating of at least 
&A-8 from S&P or &A38 from Moody,s.
 
2.26            &Material Adverse Change8 shall mean 
________________________________[if applicable].
 
2.37            &NYMEX8 shall mean the New York Mercantile Exchange.
 
2.38            &Termination Payment8 shall mean ________________________[if 
applicable].
 
2.39     &Price8 shall mean the amount or pricing mechanism agreed to by the 
parties as specified in the Transaction Confirmation.
 
2.40            &Primary in-path8 shall mean Firm Transportation service 
obtained directly from the respective Transporter.  This term specifically 
excludes&Secondary8 and/or &Released8 firm transportation as those terms are 
commonly used in the natural gas industry.
 
2.41            Receipt/Delivery Obligation8 shall mean one of EFP, Firm or 
Swing as set forth in the Transaction Confirmation for a particular 
Transaction.
 
2.42            &Rounding Amount8 shall be___________________ [if applicable].
 
2.43     &Seller8 shall mean the party that agrees to sell Gas as evidenced 
by the Transaction Confirmation.
 
2.44     &Tax8 shall mean any tax levied, assessed or claimed to be due by 
any Federal, State, County, Tribal, or Municipal Government or any other 
governmental agency having jurisdiction to do so.
 
2.45            &Termination Payment Threshold8 shall mean 
____________________________. [if applicable]
 
2.46            &Transaction8 means a particular, specifically agreed-to 
purchase or sale of Gas for delivery or receipt to be performed under this 
Contract, as evidenced by a Transaction Confirmation or by a recorded oral 
telephone conversation where an offer was made by a party and accepted by the 
other party.
 
2.47            &Transaction Tape8 shall be defined as a cassette tape(s) of 
telephone recordings maintained by Company and/or the Counterparty for 
verification and/or evidentiary purposes.
 
C.  The following paragraphs will be added to Section 5: 
 
5.2       All gas delivered by Seller shall meet the quality and heat 
specification of the  pipeline system and/or facilities which shall receive 
the Gas at the Delivery Point(s) set forth in the Transaction Confirmation.  
The unit of quantity measurements for purposes of this contract shall be one 
MMBtu Dry.
 
5.3       BTU and volume measurements shall be made at the pressure and 
temperature basis of the measuring pipeline in accordance with the provisions 
of such pipeline,s then effective FERC Gas Tariff, or in event such pipeline 
is not subject to FERC regulation, the applicable Gas transportation 
regulations or contract provisions of such pipeline.
 
D.  Add the following language after the first sentence of Section 6, 
designated as Buyer Pays At and After Delivery Point:
 
All such Taxes shall be paid by Seller directly to the taxing authority 
unless Buyer is required by law to collect and remit such Taxes, in which 
event Buyer shall withhold from payments to Seller an amount required to be 
collected and remitted by Buyer.
 
      Add the following language to the end of Section 6 as a new paragraph:  
 
In the event a national energy, BTU, consumption, or use tax shall be 
imposed, both Buyer and Seller shall work to reasonably apportion said Tax, 
taking into account the ability of either party to pass through all or a part 
of such tax provided, however, that no Tax whether existing or future shall 
render either party economically incapable of continuing its performance 
hereunder.
 
E.   Replace the first sentence of  Section 7.1 to read as follows:  
                On or before the 10th Day of the following Month,Seller shall 
invoice Buyer for Gas delivered and received in the preceding Month and for 
any other applicable charges, providing documentation acceptable in industry 
practice to support the amount charged.
Add as Section 7.5:
 
7.5       Either party may withhold payments due to its election to exercise 
its right to offset an equivalent amount due such party under any agreement 
between the parties negotiated and finalized for the sole purpose of the sale 
and/or purchase of natural gas so long as the payment withheld is due to a 
netting of current production Month payments which are due on the same 
calendar Day, in which case the party owing the greater aggregate amount 
shall pay to the other party the difference in the amounts owed.  Upon either 
party,s request, Buyer and/or Seller shall provide support documentation in 
order to determine the final settlement amount due for each production 
Month.  Each party shall exercise reasonable efforts to provide support 
documentation that is inclusive of volume and price [by location] data for 
the applicable production Month.
 
F.   Add to the end of Section 8.2: 
 
In the event of any claim or litigation, at any time, concerning Seller,s 
title to the leases, wells, Gas produced or liquid hydrocarbons recovered 
from the Gas sold here under or the proceed from the sale thereof, Buyer 
shall be entitled to suspend payments to Seller until such claims or 
litigation of title is resolved to Buyer,s satisfaction.
 
G.  Add the following language to the end of Section 9.1:  
 
Notices of interruption to Firm obligations may be provided verbally, 
effective immediately and, upon request, confirmed in writing.
 
H.  Delete Section 10 in its entirety and replace with the following:
 
10.1     Events of Default.  In the event (each a &Default8) either party 
(the &Defaulting Party8)
 
(i)enters into Bankruptcy; 
 
(ii)has a liquidator, administrator, receiver, trustee, conservator or 
similar official appointed with respect to it or any substantial portion of 
its property or assets;
 
(iii)fails to make, when due, any payment required pursuant to this Contract 
if such failure is not remedied within three (3) Business Days after written 
notice of such failure is given to the Defaulting Party by the other party 
(&Non-Defaulting Party8) and provided the payment is not the subject of a 
good faith dispute; 
 
(iv)fails to provide adequate assurance of its ability to perform all of its 
outstanding material obligations to the Non-Defaulting Party under the 
Contract or otherwise within a period not to exceed forty-eight (48) hours 
(but at least one (1) Business Day) of a demand therefor when the 
Non-Defaulting Party has reasonable grounds for insecurity; 
 
(v)        suffers the occurrence of a Material Adverse Change; provided, 
such Material Adverse Change shall not be considered an Event of Default if 
the Defaulting Party establishes and maintains for so long as the Material 
Adverse Change is continuing, Eligible Collateral to the Non-Defaulting Party 
in form and amount acceptable to the Non-Defaulting Party;    
 
(vi)       or the Guarantor of the Defaulting Party fails to perform any 
covenant set forth in the Guaranty Agreement it delivered in respect of this 
Contract; or if any representation or warranty made by such Guarantor in said 
Guaranty Agreement shall prove to have been false or misleading in any 
material respect when made or when deemed to be repeated; or if the Guaranty 
Agreement expires or is terminated or in any way ceases to guarantee the 
obligations of the Defaulting Party under this Contract; or if such Guarantor 
enters into Bankruptcy;
 
(vii)      fails to establish, maintain, extend or increase Eligible 
Collateral when required pursuant to this Contract; then the Non-Defaulting 
Party shall be entitled to exercise the remedies as set forth in this Section 
10. 
 
In no event shall amounts actually recovered by a Non-Defaulting Party under 
one subsection of this Section 10 be recovered under another subsection.
 
10.2            Liquidation.  Notwithstanding and in addition to any other 
provisions of the Contract, and except as provided below, in the Event of 
Default, the Non-Defaulting Party shall have the right, upon at least five 
(5) Business Days prior written notice, to liquidate and terminate any or all 
Transactions then outstanding between the parties (except to the extent that 
in the good faith opinion of the Non-Defaulting Party certain of such 
Transactions may not be closed out and liquidated under applicable law) at 
any time and from time to time, and shall calculate, in a commercially 
reasonable manner, a Settlement Amount for each Firm Transaction(s) as of the 
time of its termination or as soon thereafter as is reasonably practicable 
and shall net such Settlement Amount(s) in the manner provided for in Section 
10.2.2.  This remedy of liquidation and termination shall not be available 
when a party hereto fails to deliver or receive Gas due under a Firm 
Transaction, the exclusive remedy for which is set forth in Section 3.
 
10.2.1&Settlement Amount(s)8 shall mean, with respect to a Firm Transaction 
and the Non-Defaulting Party, the losses and costs (or gains), expressed in 
U.S. Dollars, which the Non-Defaulting Party incurs as a result of the 
liquidation, including, but not limited to, losses and costs (or gains) based 
upon the then current replacement value of such Firm Transaction together 
with, at the Non-Defaulting Party,s option, but without duplication, all 
losses and costs which the Non-Defaulting Party incurs as a result of 
maintaining, terminating, obtaining or re-establishing any hedge or related 
trading positions.  The Settlement Amount shall be due to or from the 
Non-Defaulting Party as appropriate.
 
10.2.2The Non-Defaulting Party shall set off (i) all such Settlement Amounts 
that are due to the Defaulting Party, plus (at the Non-Defaulting Party,s 
election) any or all other amounts due to the Defaulting Party under the 
Contract against (ii) all such Settlement Amounts that are due to the 
Non-Defaulting Party, plus (at the Non-Defaulting Party,s election) any or 
all other amounts due to the Non-Defaulting Party under the Contract, so that 
all such amounts shall be netted to a single liquidated amount payable by one 
party to the other.  A party with a payment obligation shall pay such amount 
to the other party within one (1) Business Day of such netting.
 
10.2.3 If an event of Default occurs, notwithstanding any contrary provision 
of this Section 10.2, where a Default specified in Section 10.1(i) or (ii) is 
governed by a system of laws which does not permit the liquidation of 
Transactions to take place on or after the occurrence of the relevant Default 
in accordance with the terms of this Section 10.2, the liquidation of all 
outstanding Transactions shall automatically and without any notification 
requirements take place at a time immediately preceding the occurrence of 
such Default.
 
10.3       Set Off of Accounts.  If a Default occurs, as an alternative to 
its rights under Section 10.2 and without prejudice to exercise of its rights 
under Section 10.2 at any time, the Non-Defaulting Party may from time to 
time set off any or all amounts which the Defaulting Party owes to the 
Non-Defaulting Party (whether under this Contract or otherwise and whether or 
not then due) against any or all amounts which it owes to the Defaulting 
Party (whether under this Contract or under any other agreements between the 
parties and whether or not then due). 
 
10.4            Collateral Requirement/Termination Payment Threshold.  If at 
any time and from time to time during the term of this Contract (and 
notwithstanding whether an Event of Default has occurred) the Settlement 
Amount that would be owed to a party in respect of all Transactions then 
outstanding should exceed the Posting Party's Termination Payment Threshold, 
such party (&Beneficiary Party8), on any Business Day, may request the other 
party (&Posting Party8) to deliver Eligible Collateral in an amount at least 
equal to the Settlement Amount in excess of the Termination Payment Threshold 
(rounding upwards for any fractional amount in increments equal to the 
Rounding Amount).  Eligible Collateral must be delivered within two (2) 
Business Days of the date of such notice provided that notice be given before 
12:00 Noon Central Time.  On any Business Day (but no more frequently than 
weekly with respect to Letters of Credit and daily with respect to cash), the 
Posting Party, at its sole cost, may request that such Eligible Collateral be 
reduced correspondingly to the amount of such excess Settlement Amount 
(rounding downward for any fractional amount in increments equal to the 
Rounding Amount).    
 
10.5            Security.  In order to secure all payment obligations of 
Counterparty to Company hereunder, Counterparty shall cause its Guarantor to 
execute and deliver to Company the Guaranty Agreement substantially in the 
form attached as EXHIBIT &C8.  In order to secure all payment obligations of 
Company to Counterparty hereunder, El Paso Energy Corporation shall execute 
and deliver to Counterparty the Guaranty Agreement substantially in the form 
attached as EXHIBIT &C8.
 
I.    Replace Section 11.3 with the following:
 
11.3     The term Force Majeure as used herein specifically excludes the 
following occurrences or events:  (i) the loss, interruption, or curtailment 
of interruptible transportation on any Transporter necessary to make or 
accept delivery of Gas hereunder, unless and to the extent the same event 
also curtails primary, in-path, firm transportation at the same point; (ii) 
loss of markets or either parties, inability to economically use or resell 
Gas purchased under this Contract; (iii) the depletion of Seller's reserves; 
(iv) loss of Seller,s supplies unless such loss is occasioned by or lack of 
pressure or failure of specific, individual wells or appurtenant facilities 
in the absence of a Force Majeure event broadly affecting other wells or 
facilities in the entire geographic area or; (v) economic hardship.  This 
Section 11.3 is only applicable to Firm and EFP Transactions.
 
        Add as Section 11.6:
 
11.6     This Section shall apply only to EFP Transactions.  Force Majeure 
shall also include the inability to transact futures trading for any reason 
beyond the reasonable control of Buyer, including without limitation closing 
of the NYMEX or applicable futures trading board, any refusal by the NYMEX or 
applicable futures trading board to allow trading during normal trading 
hours; failure of telecommunications lines or of computer or other equipment 
utilized in trading; and other such causes.
 
Add as Section 11.7:
 
11.7     This Article 11 shall not apply to any Swing Transaction except for 
penalties as described in 11.1.
 
J.   The following paragraph replaces Section 12: 
 
            The term of this Contract shall be month-to-month until 
terminated on thirty (30) days advance written notice by either party; 
provided, however, that the provisions hereof shall survive termination of 
this Contract and continue to apply to any Transactions entered into between 
Counterparty and Company prior to the date of termination of this Contract 
until such time as any and all such Transactions are completed or 
terminated.  Notwithstanding the foregoing, the representations, warranties, 
and indemnities set forth in this Contract will survive termination of this 
Contract.
 
K.  The following paragraphs will be added to Section 13:
 
13.9     Any controversy or claim arising out of or relating to this Contract 
or the breach thereof shall be settled by binding arbitration by three (3) 
arbitrators in Houston, Texas, in accordance with the American Arbitration 
Association Commercial Arbitration rules.  Judgment upon the award rendered 
by the arbitrators may be entered in any court having jurisdiction thereof.  
The prevailing party shall be entitled to its reasonable attorneys, fees.  
Any monetary award shall accrue interest from the date of the breach to the 
date of any judgment entered on the award at the prime commercial rate 
charged on the date of the breach by CitiBank, N.A. New York, New York, plus 
two (2) percent or at the maximum legal rate, whichever is less.  If a party 
files a complaint in any court with respect to any matter subject to 
arbitration hereunder, the defendant in such court action shall be entitled 
to recover its reasonable attorneys, fees in connection with the court 
action.  This arbitration provision shall survive termination of this 
Contract.
 
13.10            SELLER AND BUYER CERTIFY THAT THEY ARE NOT &CONSUMERS8 
WITHIN THE MEANING OF THE TEXAS DECEPTIVE TRADE PRACTICES-CONSUMER PROTECTION 
ACT, SUBCHAPTER E OF CHAPTER 17, SECTIONS 17.41 ET SEQ., AMENDED (THE 
&DTPA8).  THE PARTIES COVENANT, FOR THEMSELVES DTPA IS APPLICABLE, (A) THE 
PARTIES ARE &BUSINESS CONSUMERS8 THEREUNDER, (B) EACH PARTY HEREBY WAIVES AND 
RELEASES ALL OF ITS RIGHTS AND REMEDIES THEREUNDER (OTHER THAN SECTION 
17.5555, TEXAS BUSINESS AND COMMERCE CODE) AS APPLICABLE TO THE OTHER PARTY 
AND ITS SUCCESSORS AND ASSIGNS, AND (C) EACH PARTY SHALL DEFEND AND INDEMNIFY 
THE OTHER FROM AND AGAINST ANY AND ALL OF THEIR AFFILIATES BASED IN WHOLE OR 
IN PART ON THE DTPA, ARISING OUT OF OR IN CONNECTION WITH THE TRANSACTION 
CONFIRMATION(S) SET FORTH IN THIS CONTRACT.
 
13.11            DISCLAIMER OF WARRANTIES.  THERE ARE NO WARRANTIES WHICH 
EXTEND BEYOND EXPRESS WARRANTY OF TITLE SET FORTH HEREIN.  IN PARTICULAR, 
THERE ARE NO OTHER EXPRESS WARRANTIES AND NO IMPLIED WARRANTIES, INCLUDING 
ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
 
13.12      The terms of this Contract and any Transaction Confirmation(s) 
thereof shall not be disclosed to any person or party except when the 
disclosure is (i) required by law; (ii) requested by Buyer,s or Seller's 
independent public accountants; (iii) required pursuant to a loan Contract; 
(iv) required to be disclosed in connection with the prosecution or defense 
of any litigation; or (v) is otherwise agreed in writing to be disclosed.
 
13.13   UCC - Except as otherwise provided for herein, the provisions of the 
Uniform Commercial Code (&UCC8) of the state whose laws shall govern this 
Contract shall be deemed to apply to all Transactions.  EXCEPT AS EXPRESSLY 
SET FORTH HEREIN, SELLER EXPRESSLY NEGATES ANY OTHER REPRESENTATION OR 
WARRANTY REGARDING THE GAS IT SELLS TO BUYER HEREUNDER, WRITTEN OR ORAL, 
EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION OR 
WARRANTY WITH RESPECT TO CONFORMITY TO MODELS OR SAMPLES, MERCHANTABILITY, OR 
FITNESS FOR A PARTICULAR PURPOSE..
 
13.14            NOTWITHSTANDING ANY OTHER PROVISIONS HEREIN, THE PARTIES 
HERETO WAIVE ANY AND ALL RIGHTS, CLAIMS OR CAUSES OF ACTION ARISING UNDER 
THIS AGREEMENT FOR INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR FOR LOST 
PROFITS.  THIS PROVISION SHALL SURVIVE ANY TERMINATION OF THIS AGREEMENT.
 

EXHIBIT &B8
GUARANTY

 
This GUARANTY is made by El Paso Energy Corporation (hereinafter referred to 
as the "Guarantor") having principal offices at 1001 Louisiana, Houston, 
Texas 77002.  Guarantor enters into this Guaranty in consideration of its 
wholly owned subsidiary, El Paso Merchant Energy, L.P., (the "Buyer"), 
entering into one or more contracts for the purchase or sale of natural gas 
(the &Contracts8) from           (the "Seller").  Pursuant to the terms of 
the Contracts, the Guarantor hereby unconditionally guarantees prompt payment 
to the Seller of such sums up to an aggregate limit of $           U. S. 
Dollars that now are or may hereafter become due and payable to Seller, 
including interest and expenses of all collection and reasonable counsel's 
fees incurred by Seller by reason of the default of Buyer.
 
This Guaranty shall remain in full force and effect until the earlier of: 1) 
the termination of the Contracts, 2)                                  , or 3) 
thirty (30) days after Seller,s receipt of written notice of revocation of 
this Guaranty from Guarantor.  Termination of this guaranty shall not 
eliminate Guarantor's liability occurring under the Contracts entered into 
prior to such termination, including any subsequent interest or late charges; 
provided however, termination of this Guaranty shall relieve Guarantor of any 
liability for transactions occurring after such termination including any 
subsequent interest or late charges.
 
The Guarantor waives notice of acceptance of this Guaranty, notice of 
transactions with Buyer or the amounts and terms thereof, notice of all 
defaults or disputes with Buyer, and of the settlement or adjustment of such 
defaults or disputes.  The Guarantor, consents to and waives notice of all 
change of terms, the withdrawal or extension of credit or time to pay, the 
release of the whole or any part of the indebtedness, the settlement or 
compromise of differences, the acceptance or release of security, the 
acceptance of notes, or any other form of obligation for Buyer's 
indebtedness, and the demand, protest, and notice of protest of such 
instruments or their endorsements.
 
The obligation of the Guarantor is a primary and an unconditional obligation 
and covers all obligations of Buyer to Seller that arise under the 
Contracts.  This obligation shall be enforceable before or after proceeding 
against Buyer or against any security held by Seller and shall be effective 
regardless of the solvency or insolvency of Buyer at any time, the extension 
or modification of the indebtedness of Buyer by operation of law, or the 
subsequent incorporation, reorganization, merger, or consolidation of Buyer 
or any other change in the composition, nature, personnel, or location of 
Buyer.
 
The Guarantor in executing this Guaranty represents and warrants to Seller 
the following:  
 
            1)the Guarantor is a corporation duly organized and existing in 
good standing and has full power and authority to make and deliver this 
Guaranty; 
 
            2)the execution, delivery, and performance of the Guaranty by the 
Guarantor has been duly authorized by all necessary action of its principals 
and does not and will not violate the provision of, or constitute default 
under, any presently applicable law or its organizational instruments or any 
agreement presently binding on it; and 
 
            3)this Guaranty has been duly executed and delivered by the 
authorized officers of the Guarantor and constitutes its lawful, binding, and 
legally enforceable obligation.
 
This Guaranty supersedes and terminates all prior guaranties issued by 
Guarantor on behalf of Buyer.
 
IN WITNESS WHEREOF, this Guaranty has been duly executed by El Paso Energy 
Corporation this 1ST day of                  , 200    .
 
 
                                       "GUARANTOR"
 
 
                                       By:                        
                                       Name:  C. Dana Rice
                                       Title:    Vice President & Treasurer
 
 
 
 
 
 
 
 
 
 
 
 
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