Comments to Turbine Purchase Documents ,
 What is wrong with these people?  Who faxes?
---------------------- Forwarded by Kay Mann/Corp/Enron on 04/09/2001 07:52=
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PM ---------------------------


"DeBerry, Jeremiah A." <JeremiahDeberry@paulhastings.com> on 04/09/2001=20
07:42:46 PM
To: "'Kay.Mann@Enron.com'" <Kay.Mann@Enron.com>, "'JKeffer@KSlaw.com'"=20
<JKeffer@KSlaw.com>
cc: "'Michael.Young@NorthWestern.com'" <Michael.Young@NorthWestern.com>,=20
"Kahn, Marguerite R." <MargueriteKahn@paulhastings.com>=20

Subject: Comments to Turbine Purchase Documents

We have forwarded to you via facsimile our comments to the Letter Agreement=
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and the LLC Agreement. The majority of our comments, as you will note, are=
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intended to clarify the understanding of the parties with respect to the=20
various matters set forth in such documents and are not intended to "change=
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the deal". Except that, upon the advise of our tax counsel, we have adjuste=
d=20
the amounts of the promissory notes to be issued in connection with the=20
transaction in order to maximize the LLC=01,s basis in the Turbines. We bel=
ieve=20
this is consistent with your initial draft of the Letter Agreement.
Also, please note that we have included additional language in Section 6 of=
=20
the Letter Agreement which provides NorthWestern with the opportunity to=20
consult with GE on matters relating to the Turbines. This reflects our=20
understanding of an agreement that had been reached among the parties.
With respect to the LLC Agreement, we would like to discuss with you the=20
following: (i) the timing of the exercise of the Call Right and (ii) the=20
intent of your proposed language in Section 7 relating to the rights of eac=
h=20
Member to act in its own best interests with respect to the Call and Put=20
Rights.  To that end, we propose scheduling a conference call on Tuesday=20
afternoon, April 11, 2001.  Please contact me as soon as possible with a ti=
me=20
that is convenient for your team.
We look forward to hearing from you.
Note: We will forward to you shortly, revised drafts of the documents for=
=20
which we have drafting responsibility.=20
************************************************
Jeremiah A. DeBerry, Esq.
Paul Hastings Janofsky & Walker LLP
399 Park Avenue
New York, New York 10022
Phone: (212) 318-6458
Fax:     (212) 319-4090
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"paulhastings.com" made the following annotations on 04/09/01 20:42:52
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