Subject: Re: Merger - El Paso Merchant Energy, L.P.
From: [email-masked]
To: [email-masked]
Cc: [email-masked]
Date: Thu, 4 Jan 2001 10:50:00 -0800 (PST)

Sounds good to me.

	Tanya Rohauer
	01/04/2001 03:35 PM
		 
		 To: Mark Taylor/HOU/ECT@ECT
		 cc: Tana Jones/HOU/ECT@ECT
		 Subject: Merger - El Paso Merchant Energy, L.P.

I would think adding the name would be adequate; do you agree?
---------------------- Forwarded by Tanya Rohauer/HOU/ECT on 01/04/2001 03:21 
PM ---------------------------

From:  Veronica Espinoza @ ENRON                                              
               01/04/2001 03:26 PM	

	                           

To: Tanya Rohauer/HOU/ECT@ECT
cc:  
Subject: Merger - El Paso Merchant Energy, L.P.

Pertaining to the email below--I spoke to El Paso this morning about the 
gty's (there are a total of 3 in question covering financial and physical 
deals w/ENA, HPL, and EPMI).  They agreed to have those three amended to 
include the name El Paso Merchant Energy, LP (as they only include Gas, LP).  
This is what their Legal is recommending in order to have the gty amendments 
executed ASAP and to make it as clean as possible (since 2 of the 3 gty's are 
tied to contracts).  Also, the amendments will be made effective as of 
12/31/00.

Let me know if you think we should ask for completely new gty's.

Veronica
---------------------- Forwarded by Veronica Espinoza/Corp/Enron on 
01/04/2001 03:20 PM ---------------------------
From: Tana Jones@ECT on 01/04/2001 02:28 PM
To: Bob Bowen/HOU/ECT@ECT, Laurel Adams/HOU/ECT@ECT, Andrea R 
Guillen/HOU/ECT@ECT, Larry Joe Hunter/HOU/ECT@ECT, Gordon 
Heaney/Corp/Enron@ENRON, Janie Aguayo/HOU/ECT@ECT, Derek 
Bailey/Corp/Enron@ENRON, Diane Anderson/NA/Enron@Enron, Kevin 
Meredith/Corp/Enron@ENRON, Scott Tackett/Corp/Enron@Enron, Celeste 
Cisneros/NA/Enron@Enron, Tiffany Williams/NA/Enron@Enron, Kim S 
Theriot/HOU/ECT@ECT, Dianne Seib/CAL/ECT@ECT, Melissa Ann Murphy/HOU/ECT@ECT, 
William S Bradford/HOU/ECT@ECT, Debbie R Brackett/HOU/ECT@ECT, Tanya 
Rohauer/HOU/ECT@ECT, Brant Reves/HOU/ECT@ECT, Tracy Ngo/PDX/ECT@ECT, Lesli 
Campbell/HOU/ECT@ECT, Veronica Espinoza/Corp/Enron@ENRON, Paul 
Radous/Corp/Enron@ENRON, Wendi LeBrocq/Corp/Enron@Enron, Russell 
Diamond/HOU/ECT@ECT, Tom Moran/HOU/ECT@ECT, Edward Sacks/Corp/Enron@Enron, 
Nidia Mendoza/HOU/ECT@ECT, Bradley Diebner/HOU/ECT@ECT, Wendy 
Conwell/NA/Enron@ENRON, Brent Hendry/NA/Enron@Enron, Sara 
Shackleton/HOU/ECT@ECT, Mark Taylor/HOU/ECT@ECT, Carol St Clair/HOU/ECT@ECT, 
Susan Bailey/HOU/ECT@ECT, Mary Cook/HOU/ECT@ECT, Samantha 
Boyd/NA/Enron@Enron, Robert Bruce/NA/Enron@Enron, Stephanie 
Panus/NA/Enron@Enron, Marilyn Colbert/HOU/ECT@ECT, Diane 
Ellstrom/HOU/ECT@ECT, Lynn E Shivers/LON/ECT@ECT, Bill D Hare/HOU/ECT@ect, 
Leslie Reeves/HOU/ECT@ECT, Jason Moore/HOU/ECT@ECT, Dianne Seib/CAL/ECT@ECT, 
Samuel Schott/HOU/ECT@ECT, Anthony Campos/HOU/ECT@ECT, Bernice 
Rodriguez/HOU/ECT@ECT, Mary G Gosnell/HOU/ECT@ECT, Dale Neuner/HOU/ECT@ECT, 
Karen Lambert/HOU/ECT@ECT, Frank L Davis/HOU/ECT@ECT, Carrie 
Southard/LON/ECT@ECT, Amber Ebow/HOU/ECT@ECT, Adnan Patel/Corp/Enron@ENRON, 
Melissa Ann Murphy/HOU/ECT@ECT, Stacey Richardson/HOU/ECT@ECT, Lisa 
Lees/HOU/ECT@ECT, Georgi Landau/NA/Enron@ENRON
cc: Jeffrey T Hodge/HOU/ECT@ECT, Jennifer Bagwell/NA/Enron@ENRON, Taffy 
Milligan/HOU/ECT@ECT 

Subject: Merger - El Paso Merchant Energy, L.P.

We have received copies of a Certificate of Merger filed with the Delaware 
Secretary of State on 12/22/00, effective 12/31/00, wherein El Paso Merchant 
Energy-Gas, L.P. (Global Counterparty #72297), a Delaware limited 
partnership, merged with and into El Paso Merchant Energy, L.P. (Global 
Counterparty #53350), a Delaware limited partnership, with El Paso Merchant 
Energy, L.P. (Global Counterparty #53350) as the surviving corporation.

By virtue of this merger, the ISDA Master Agreement dated 12/01/99 should now 
reflect El Paso Merchant Energy, L.P. as the Counterparty.  In connection 
with this merger, Credit will be getting a new parent guaranty from the 
Counterparty.  Upon its receipt, copies will be distributed.

Copies of the Certificate of Merger will be distributed.