Enron Mail

From:tana.jones@enron.com
To:bob.bowen@enron.com, jefferson.sorenson@enron.com, laurel.adams@enron.com,andrea.guillen@enron.com, willie.harrell@enron.com, larry.hunter@enron.com, melba.lozano@enron.com, chris.walker@enron.com, david.dupre@enron.com, pamela.sonnier@enron.com, ja
Subject:El Paso/Sonat Acknowledgement and Termination Agreement
Cc:
Bcc:
Date:Mon, 24 Apr 2000 07:42:00 -0700 (PDT)

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.