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Enron North America Corp. P.O. Box 4428 Houston TX 77210-4428 (713) 853-3300 Fax (713) 646-4816 =20 =20 CONFIRMATION=20 (SWAP) =20 Date: October 18, 2001 To: Tri-State Generation and Tran= smission Association, Inc. ("Counterparty") Attention: Bill Haffner Fax No.: =20 From: Enron North America Corp. ("EN= A") Re: Commodity Swap YB5708.1 =20 The purpose of this letter agreement (together with the General= Terms and Conditions of Confirmation as set forth in Annex A and any other= attachments hereto, collectively the "Confirmation") is to confirm the ter= ms and conditions of the transaction entered into between us on the Trade D= ate specified below (the "Transaction") whereby we accepted your offer to e= nter into the Transaction. The terms of the particular Transaction to whic= h this Confirmation relates are as follows: =20 General Terms: =20 Notional Quantity per Determination Period: =20 2,500 MMBtu multiplied by the number of days in the relevant Determination = Period =20 =20 Commodity: =20 Natural Gas =20 =20 Commodity Unit: MMBtu (One Million British Thermal Units) =20 =20 Trade Date: October 18, 2001 =20 =20 Effective Date: =20 December 01, 2001 =20 =20 Termination Date: February 28, 2002 =20 =20 Determination Period(s): The Period beginning with and including December 01, 2001 through and inclu= ding February 28, 2002. =20 Payment Date(s): The fifth (5th) Business Day following the date on which the Floating Price= is determinable =20 =20 =20 =20 =20 =20 =20 =20 =20 Fixed Amount Details: =20 Fixed Price Payor: Counterparty =20 Fixed Price: The Colorado Interstate Gas Co. - Rocky Mountains Index price for delivery= during the applicable Determination Period in the "Prices of Spot Gas Deli= vered to Pipelines" section located in the first issue of Inside F.E.R.C.'s= Gas Market Report published during the applicable Determination Period plu= s US Dollars $0.02000 per MMBtu =20 Floating Amount Details: =20 Floating Price Payor: ENA =20 Floating Price: The arithmetic average of the daily prices for all calendar days during the= Determination Period, the price for each such calendar day being the "Flow= date: Midpoint: Rockies: CIG (N. syst)" as published under the heading "D= aily Price Survey" in Gas Daily =20 =20 Contractual Currency: US Dollars =20 Governing Law: Texas =20 General Terms and Conditions of Confirmations: =20 The general terms and conditions contained in Annex A attached hereto and m= ade a part hereof apply and are incorporated herein by reference = = =20 Credit or Other Special Provisions: Not Applicable =20 For the purposes of the calculations of the Floating Price(s), al= l numbers shall be rounded as follows: Floating Price(s) relating to commod= ities quoted in (i) gallons shall be rounded to five places, (ii) MMBtu's s= hall be rounded to four places, (iii) barrels shall be rounded to three pla= ces and (iv) gigajoules shall be rounded to four places. If the number afte= r the final number is five (5) or greater then the final number shall be in= creased by one (1), and if the number after the final number is less than f= ive (5) then the final number shall remain unchanged. =20 This Confirmation is a complete and binding agreement between y= ou and us as to the Transaction. Until a Master Agreement is executed by y= ou and us, all currently existing swap, option or other financially-settled= derivative transactions between the parties shall be governed by the terms= and conditions set forth in any Annex attached hereto. All such swap, opt= ion or other financially-settled derivative transactions, shall constitute = a single integrated agreement between you and us, it being acknowledged tha= t the parties are relying upon the fact that all such swap, option or other= financially-settled derivative transactions will form a single agreement a= nd that the parties would not otherwise enter into any transactions. The t= erms and conditions contained in any Annex attached hereto are incorporated= into this Confirmation, and in the event of any inconsistency between any = Annex and this letter agreement, this letter agreement shall govern. Upon = execution by you and us of a Master Agreement, this Confirmation will suppl= ement, form a part of, and be subject to the Master Agreement. In the even= t of any inconsistency between this Confirmation and the Master Agreement, = the Master Agreement shall govern except as expressly set forth therein. =20 =20 =20 If this Confirmation correctly sets forth the terms of the Transaction that= we have entered into, please promptly confirm in a reply to us by signing = below and sending this Confirmation (or a copy hereof) to us (or notifying = us of any bona fide error that would require revision in order to accuratel= y reflect our agreement on the Transaction) by facsimile transmission withi= n two Business Days after your receipt of this Confirmation. If you fail t= o so reply within such time period, the terms hereof will constitute bindin= g and conclusive evidence of the Transaction. We look forward to receiving= your prompt reply. =20 =20 =20 Sincerely, =20 Enron North America Corp. Tri-State Generation and Transmission Association, Inc. =20 =20 By: ?SignatureGoesHere? =20 By: ____________________________ Name: ?SignerName? Name: _________________________ Title: ?SignerTitle? Title: __________________________ Date: October 22, 2001 Date: __________________________ =20 COUNTERPARTY: AFTER YOU HAVE CONFIRMED TRANSACTION, PLEASE RETURN TO ENA, A= TTENTION: DIRECTOR OF DOCUMENTATION AT FAX NO (713) 646-4816 =20 Address for Notices to ENA: Payment Account Information for ENA: =20 =20 1400 Smith St See invoice for wire instructions Houston, TX 77002-7327 =20 Attention: Director, Documentation Dept =20 Fax: (713) 646-4816 =20 Phone: (713) 853-3300 =20 =20 =20 With a copy of any notice given pursuant to Section 3 or 4 of Annex A or An= nex B, if any, to: =20 1400 Smith Street Houston, Texas 77002 Attn.: Assistant General Counsel, Trading Group Fax: (713) 646-4818 =20 Address for Notices to Counterparty: Payment Account Information for Counterparty: =20 =20 Address: ____________________________ _________________________________________ ____________________________________ _________________________________________ ____________________________________ _________________________________________ Attention: ___________________________ _________________________________________ Fax: ________________________________ _________________________________________ Phone: ______________________________ _________________________________________ =20 =20 COUNTERPARTY: PLEASE PROVIDE ABOVE REQUESTED INFORMATION IF NOT PROVIDED PR= EVIOUSLY OR IF CHANGES HAVE OCCURRED
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