Proposed Swap Agreement with SUIT

** Proprietary **

Sara,

I hope that you have now received the fax of my memo addressing the questions
whether the Southern Ute Indian Tribe qualifies as an "eligible swap
participant" and whether the swap agreement will have to be reviewed and
approved by the Secretary of the Interior. That memo was faxed to your
office last evening. Please feel free to call with any questions you may
have.

We will now work on proposed language for the ISDA Agreement to address the
Indian law issues and the enforceability of the agreement. As we discussed
earlier, we will get that language to you by no later than the end of next
week.

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