Marguerite:

I have reviewed Citibank's mark-up and have only one comment.  Section 6(a)
changes the per annum escrow fee from $3,000 to $83,000, which is a
typographical error since the fee schedule sets the per annum fee at $8,000.
All other changes relate to form not substance.  Do you agree?  Please
confirm.  I will rely on you to address Citibank's question on page 11
regarding the organizational structure of NorthWestern Generation I, LLC.

As you know, NorthWestern will need to deliver a Form W-9 and a completed
incumbency certificate.  At your earliest convenience, please update me on
the status of these documents.  Pursuant to the terms of the Letter
Agreement, the escrow account needs to be set up before this weekend, so we
will need to coordinate efforts as quickly as possible.

Regards,

Marisa

-----Original Message-----
From: Booth, Chris [mailto:Chris.Booth@ENRON.com]
Sent: Wednesday, May 23, 2001 3:11 PM
To: Mann, Kay; Marisa Reuter (E-mail); John Keffer (E-mail); Michael
Young (E-mail); margueritekahn@paulhastings.com
Cc: Jacoby, Ben; Carnahan, Kathleen
Subject: FW: Enron escrow


Ladies and Gents,

Please see attached comments to the escrow agreement from Citibank.

Chris Booth
Enron North America
1400 Smith Street, EB3147c
Houston, Texas 77002
(713) 345-3364 - phone
(713) 646-3037 - fax
chris.booth@enron.com


>  -----Original Message-----
> From:  "Lawrence, Estelle A"
> <estelle.a.lawrence@citi.com>@ENRON
> [mailto:IMCEANOTES-+22Lawrence+2C+20Estelle+20A+22+20+3Cestelle+2Ea+2E
> lawrence+40citi+2Ecom+3E+40ENRON@ENRON.com]
> Sent: Wednesday, May 23, 2001 2:37 PM
> To: Booth, Chris
> Subject: Enron escrow
>
> Chris,
>
> I am the account manager for the Enron relationship.  I understand you
> would
> like to establish an escrow in pretty short order.
>
> Attached are Citibank's comments to the escrow agreement.  In order to
> complete this transaction, Escrow also needs to receive the following
> documents:
>
> 1) completed incumbency by all parties to the agmt;
> 2) Form W-9 for NorthWestern only; and
> 3) signed fee schedule.
>
> Once I receive an execution copy of the agreement, I will provide you
> with
> Citibank's wire instructions.  You have the option of including our
> fees
> with the initial deposit or wiring our fees directly to our billing
> department.  Please let me know which you prefer so that I may
> coordinate on
> our end.
>
> I look forward to working with you and trust that you will feel free
> to
> contact me should you have any questions or comments.
>
> Estelle Lawrence
> Citibank Agency & Trust
> 111 Wall Street, 14/3
> New York, NY 10005
> T: 212.657.2076
> F: 212.657.3862
>  <<citi comments.doc>>
>
>  - citi comments.doc <<citi comments.doc>>



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