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.