Enron North America Corp.
P.O. Box 4428
Houston TX 77210-4428
(713) 853-3300
Fax (713) 646-4816
 
 
 CONFIRMATION 
(SWAP)
 
Date:                                        October 18, 2001
To:                                           Tri-State Generation and Transmission Association, Inc. ("Counterparty")
Attention:                                  Bill Haffner
Fax No.:                                   
From:                                        Enron North America Corp. ("ENA")
Re:                                           Commodity Swap YB5833.1
 
            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 terms and conditions of the transaction entered into between us on the Trade Date specified below (the "Transaction") whereby we accepted your offer to enter into the Transaction.  The terms of the particular Transaction to which this Confirmation relates are as follows:
 
General Terms:
 
Notional Quantity per
Determination Period:
 
2,500 MMBtu multiplied by the number of days in the relevant Determination Period
 
 
Commodity:       
Natural Gas
 
 
Commodity Unit:
MMBtu (One Million British Thermal Units)
 
 
Trade Date:
October 18, 2001
 
 
Effective Date:  
December 01, 2001
 
 
Termination Date:
February 28, 2002
 
 
Determination Period(s):
Each calendar month beginning with December 01, 2001 and ending on February 28, 2002.
 
Payment Date(s):
The fifth (5th) Business Day following the date on which the Floating Price is determinable
 
Fixed Amount Details:
 
            Fixed Price Payor:                                 Counterparty
            
Fixed Price:
US Dollars $2.54340 per MMBtu
            
 
 
 
Floating Amount Details:
 
            Floating Price Payor:                             ENA
 
Floating Price:
The Colorado Interstate Gas Co. - Rocky Mountains  Index price for delivery during the applicable Determination Period in the "Prices of Spot Gas Delivered to Pipelines" section located in the first issue of Inside F.E.R.C.'s Gas Market Report published during the applicable Determination Period
            
 
Contractual Currency:
US Dollars
 
Governing Law:                                              Texas
            
General Terms and Conditions
of Confirmations:
 
The general terms and conditions contained in Annex A attached hereto and made a part hereof apply and are incorporated herein by reference
                                                                                                                                                            
Credit or Other Special Provisions:
Not Applicable
 
          For the purposes of the calculations of the Floating Price(s), all numbers shall be rounded as follows: Floating Price(s) relating to commodities quoted in (i) gallons shall be rounded to five places, (ii) MMBtu's shall be rounded to four places, (iii) barrels shall be rounded to three places and (iv) gigajoules shall be rounded to four places. If the number after the final number is five (5) or greater then the final number shall be increased by one (1), and if the number after the final number is less than five (5) then the final number shall remain unchanged.
 
            This Confirmation is a complete and binding agreement between you and us as to the Transaction.  Until a Master Agreement is executed by you 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, option or other financially-settled derivative transactions, shall constitute a single integrated agreement between you and us, it being acknowledged that the parties are relying upon the fact that all such swap, option or other financially-settled derivative transactions will form a single agreement and that the parties would not otherwise enter into any transactions.  The terms 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 supplement, form a part of, and be subject to the Master Agreement.  In the event of any inconsistency between this Confirmation and the Master Agreement, the Master Agreement shall govern except as expressly set forth therein.
 
            
 
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 accurately reflect our agreement on the Transaction) by facsimile transmission within two Business Days after your receipt of this Confirmation.  If you fail to so reply within such time period, the terms hereof will constitute binding and conclusive evidence of the Transaction.  We look forward to receiving your prompt reply.
 
 
 
Sincerely,
 
Enron North America Corp.
Tri-State Generation and Transmission Association, Inc.
 
 
By:       ?SignatureGoesHere?
 
By: ____________________________
Name:  ?SignerName?
Name:  _________________________
Title:    ?SignerTitle?
Title:  __________________________
Date:    October 22, 2001
Date:  __________________________
 
COUNTERPARTY: AFTER YOU HAVE CONFIRMED TRANSACTION, PLEASE RETURN TO ENA, ATTENTION:  DIRECTOR OF DOCUMENTATION AT FAX NO (713) 646-4816
 
Address for Notices to ENA:
Payment Account Information for ENA:
 
 
1400 Smith St
See invoice for wire instructions
Houston, TX 77002-7327
 
Attention: Director, Documentation Dept
 
Fax: (713) 646-4816
 
Phone: (713) 853-3300
 
 
 
With a copy of any notice given pursuant to Section 3 or 4 of Annex A or Annex B, if any, to:
 
1400 Smith Street
Houston, Texas  77002
Attn.: Assistant General Counsel, Trading Group
Fax:  (713) 646-4818
 
Address for Notices to Counterparty:
Payment Account Information for Counterparty:
 
 
Address: ____________________________
_________________________________________
____________________________________
_________________________________________
____________________________________
_________________________________________
Attention: ___________________________
_________________________________________
Fax: ________________________________
_________________________________________
Phone: ______________________________
_________________________________________
 
 
COUNTERPARTY: PLEASE PROVIDE ABOVE REQUESTED INFORMATION IF NOT PROVIDED PREVIOUSLY OR IF CHANGES HAVE OCCURRED