Pursuant to the various discussions over the past few days, attached please 
find the following documents which have been blacklined to show the 
revisions: 
1. EEI Cover Sheet: 

a. I have made most of the changes suggested in Gayle's fax of 11/29 except 
that the definition of Performance Assurance needs to stay as it is given 
that it does not only mean the Escrowed Funds (for instance, in the event of 
Downgrade Event with respect to Enron Corp., EPMI would have to post 
Performance Assurance). We have also not amended the last line of Section 5.5 
since, among other things, the two amendments taken together would mean that 
in the event of a dispute, the Non-Defaulting Party would be limited to 
receiving only what is in the Escrow Fund. First, that would not work if we 
were the Defaulting Party and secondly, we believe that the Non-Defaulting 
Party should receive an amount equal to the Termination Payment. 

Also, with respect to Section 5.5, Tracy Ngo was willing to extend the 
Defaulting Party's response time from two days to five days, but not all the 
way out to ten days.     

b. Pages 1-2 still need to have information filled in by Black Hills.

2. Confirmation: I have incorporated the modifications John suggested 
regarding Black Hills supplying Energy from an alternative source. I have 
also made a few minor typographical changes. In addition, the Confirmation 
contains revised Escrow language which reflects the recent discussions 
between Richard, Tracy and John. 

I will be happy to incorporate the Escrow language in the La Salle Bank 
Escrow Agreement once someone from Black Hills lets me know that the Escrow 
language is acceptable as written. 

Thank you, 

Shari Stack
Enron North America, Legal Department
Tel: (713) 853-9477