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UNITED STATES OF AMERICA FEDERAL TRADE COMMISSION WASHINGTON, D.C. 20580 Office of the Secretary April 27, 2001 Linda R. Blumkin, Esq. Fried, Frank, Harris, Shriver & Jacobson One New York Plaza New York, NY 10004 Re: El Paso Energy Corporation/The Coastal Corporation FTC File No. 001-0086, Docket No. C-3996. Dear Ms. Blumkin: This is in reference to the Request for Approval of Divestiture ("Request"), dated March 13, 2001, and filed by El Paso Energy Corporation ("El Paso"). Pursuant to the Decision and Order in File No. 001-0086, El Paso requests prior Commission approval of its proposal to divest certain assets to Northern Border Partners, LP. After consideration of El Paso's Request and other available information, the Commission has determined to approve the proposed divestiture as set forth in El Paso's Request. In according its approval, the Commission has relied upon the information submitted and the representations made in connection with El Paso's Request and has assumed them to be accurate and complete. By direction of the Commission. Donald S. Clark Donald S. Clark Secretary cc: Eva N. Neufeld, Senior Counsel Border Midwestern Company 1111 South 103rd Street Omaha, NE 68124-1000