"paulhastings.com" made the following annotations on 03/31/01 20:45:40
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NEW E-MAIL ADDRESSES AT PAUL, HASTINGS, JANOFSKY & WALKER LLP

We have changed our e-mail address.  Our new domain name is
paulhastings.com.  In most cases, our address is composed of
conventional first name and last name plus @paulhastings.com.  Here are
two examples: janesmith@paulhastings.com and danjones@paulhastings.com.
If you have any questions, please contact us at noc@paulhastings.com.

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"The information transmitted is intended only for the person or entity
to which it is addressed and may contain confidential and/or privileged
material. Any review, retransmission, dissemination or other use of, or
taking of any action in reliance upon, this information by persons or
entities other than the intended recipient is prohibited. If you
received this in error, please contact the sender and delete the
material from all computers."

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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