Kay:

Attached is a revised draft of the LLC Agreement which has been marked to
indicate the changes from the draft distributed on Friday, April 13.  Since
the most substantive change made to the LLC Agreement reflects
NorthWestern's desire to have the LLC treated as a single member limited
liability company for tax purposes, it might be a good idea to get your tax
team to sign off on the revised draft.  Call me if you have any questions.

Regards,

Marisa


-----Original Message-----
From: Schreiber, Eileen [mailto:EileenSchreiber@paulhastings.com]
Sent: Thursday, April 19, 2001 10:34 PM
To: 'mreuter@kslaw.com'
Subject: FW: This E-mail is sent at the request of M. Kahn and J.
DeBerry



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 - ATT549306.txt
 - ATT549307.htm
 - LLC Agreement(v4).DOC
 - LLC Agreement(vRED).DOC