---------------------- Forwarded by Kay Mann/Corp/Enron on 04/01/2001 09:25 
AM ---------------------------


"DeBerry, Jeremiah A." <JeremiahDeberry@paulhastings.com> on 03/31/2001 
07:45:24 PM
To: "'Kay.Mann@Enron.com'" <Kay.Mann@Enron.com>, "'JKeffer@KSlaw.com'" 
<JKeffer@KSlaw.com>
cc: "'Michael.Young@NorthWestern.com'" <Michael.Young@NorthWestern.com>, 
"Kahn, Marguerite R." <MargueriteKahn@paulhastings.com> 

Subject: Turbine Purchase - Transaction Documents



"paulhastings.com" made the following annotations on 03/31/01 20:45:40
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In connection with  the above referenced matter, attached for your review 
are?clean and  blacklined copies of the First Amended and Restated LLC 
Agreement.? The  blacklined copy has been marked to indicate changes made to 
the initial draft  provided by Enron.
?
Please note that the  attached drafts have not been reviewed by NorthWestern, 
and therefore remain  subject, in all respects, to NorthWestern's comments.
?
We will forward the  revised draft of the Letter Agreement on Monday, April 
2, 2001.?  
?
Please contact me  with any questions or comments.
************************************************
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
?
?
 - #328314 v6 - Northwestern LLC Agreement.doc
 - #328314 vRED - Northwestern LLC Agreement.rtf