Late last night, BKH requested ENA to guaranty the indemnification
obligations of TLS Investors, a wholly-owned subsidiary of ECT and the Member
Manager of Southwest Power LLC. The guaranty will be capped at the adjusted
purchase price, presently expected to be in the range of $205 million to $220
million, and will remain in place for 18 months from the Closing Date.
RAC's view is that exposure under such a guaranty would not be materially
different from exposure under a direct indemnity provided by ENA if ENA were
the actual legal entity selling Southwest Power LLC. RAC supports the
issuance of such guaranty to facilitate completion of the divestiture.