Tremaine:

Thanks for the update.  If you e-mail me the signature page (eliminating the
page number), I can work to obtain ENA's signatures while you finalize the
document.  In addition, do you want me to forward ENA's incumbency
certificate to your attention for delivery to Citibank?  It might be easier
if all documents associated with the escrow account (incumbency
certificates, fee letter and Form W-9) are delivered to Citibank by one
party.  Let me know.

Marisa

-----Original Message-----
From: Wright, Tremaine S. [mailto:TremaineWright@paulhastings.com]
Sent: Wednesday, May 30, 2001 2:59 PM
To: 'Reuter, Marisa'
Subject: RE: ENA/NorthWestern: Escrow Agreement


I heard from Citibank and in addition to making reference to the letter
agreement they would like for us to include the text from the note in the
text of the Escrow Property paragraph.  I will revise the draft to reflect
those comments and distribute a copy this evening.

As for the number of signature pages, three sounds good to me.

-----Original Message-----
From: Reuter, Marisa [mailto:MReuter@KSLAW.com]
Sent: Wednesday, May 30, 2001 2:58 PM
To: 'TremaineWright@paulhastings.com'
Cc: Keffer, John; 'kay.mann@enron.com'; 'chris.booth@enron.com'
Subject: ENA/NorthWestern: Escrow Agreement


Tremaine:

I thought I'd check in to see if you had heard back from Citibank on the
revised Escrow Agreement.  Also, how many originals does NorthWestern want
executed?  I suggest 3--one for Citibank, one for NorthWestern and one for
ENA?  Do you agree?  Let me know.

Regards,

Marisa




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