Stagecoach Update

Jodi,

Glad to hear that things are underway for the re-pricing of the Stagecoach
power swap. As I mentioned earlier, we have promised El Paso updated pricing
by this Friday, 5/11/01. We have had the gas swap re-priced several times
since the power was last updated in late February, I believe the last price
that we have is $4.82. Can you please confirm that the following are true
and in effect when we are ready to close this deal:

1. Have ENA Gas Commodity Structuring group (Charlie Weldon) update the gas
swap bid
? EES will match the ENA gas bid price
2. Have EES re-price the power swap offer
3. Both power and gas swaps have annualized swing bands of +/- 10%, meaning:
? ECS pays the power fixed (contract) price as long as the Facility does not
violate the +/- 10% band on an aggregate annual basis
? ECS receives the gas fixed (contract) price as long as the Facility does
not violate the +/- 10% band on an aggregate annual basis

The following is a list of legal documents between EES and ECS that need to
be in place and finalized in order to close this transaction. Our target
close date is 5/31/01:

Gerald Nemec (our attorney) said that the annualized power and gas
consumption bands, interest payments, and monthly power billing should be
outlined and explained in the Power and Gas Confirm Agreements. Can you
please contact EES legal to help get the documents finalized in preparation
for closing? Can you let me know what their timeframe is?

Thanks for all of your help,

John