Subject: Late Modification of Southwest Power LLC Divestiture DASH
From: [email-masked]
To: [email-masked], [email-masked], [email-masked], [email-masked], [email-masked], [email-masked], [email-masked], [email-masked], [email-masked], [email-masked]
Cc: [email-masked], [email-masked]
Date: Fri, 15 Jun 2001 03:16:00 -0700 (PDT)

Late last night, BKH requested ENA to guaranty the indemnification 
obligations of TLS Investors, a wholly-owned subsidiary of ECT and the Member 
Manager of Southwest Power LLC.  The guaranty will be capped at the adjusted 
purchase price, presently expected to be in the range of $205 million to $220 
million, and will remain in place for 18 months from the Closing Date.

RAC's view is that exposure under such a guaranty would not be materially 
different from exposure under a direct indemnity provided by ENA if ENA were 
the actual legal entity selling Southwest Power LLC.  RAC supports the 
issuance of such guaranty to facilitate completion of the divestiture.

Regards,

Chip Schneider
VP-Commercial Underwriting
713-853-1789
3AC 1418