(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Each Reporting Person ceased to be the beneficial owner of more
than five (5) percent of the Issuer common units on September 30, 2004.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
On September 30, 2004, the Issuer and Enterprise completed the merger
of the Issuer into a wholly-owned subsidiary of Enterprise (the "Merger"). In
connection with the Merger, Enterprise paid $500,000,000 to El Paso in exchange
for all of the outstanding Issuer Series C Units and 2,876,620 Issuer Common
Units. Immediately prior to the closing of the Merger, Sabine I transferred
2,876,620 Issuer Common Units to Enterprise for $104,118,829 and El Paso EPN
transferred 10,937,500 Issuer Series C Units for $395,881,171. Immediately
following these transactions, Sabine I and Sabine II owned 7,433,425 Issuer
common units, which were converted into 13,454,499 Enterprise common units at
the closing of the Merger. For a description of the Merger, please see the
Issuer's Current Reports on Form 8-K filed on December 15, 2003, April 19, 2004
and September 7, 2004 and Enterprise's Current Report on Form 8-K filed on
September 30, 2004.