1. We are attaching revised drafts (in clean and marked forms) of the
following:
  Letter Agreement   NY/333343 (3v2 Firm Style)
  ENA Promissory Note NY/333403 (3v2 Firm Style)
  NorSub Promissory Note NY/333404 (3v2 Firm Style)

2.  We will circulate a revised draft of the LLC Agreement after discussion
with John Keffer of a matter raised with him earlier today.

3.  We believe the NorthWestern Guaranty and the Escrow Agreement are in
final form (in the forms last circulated).

4.  We await a revised draft of the Assignment and Assumption Agreement.


 <<blackline - Letter Agreement.DOC>>  <<Letter Agreement.DOC>>  <<blackline
- ENA Note.DOC>>  <<E-Note.DOC>>  <<blackline - NorSub Promissory Note.DOC>>
 <<Promissory Note.DOC>>

"paulhastings.com" made the following annotations on 04/18/01 21:17:00
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 - blackline - Letter Agreement.DOC
 - Letter Agreement.DOC
 - blackline - ENA Note.DOC
 - E-Note.DOC
 - blackline - NorSub Promissory Note.DOC
 - Promissory Note.DOC