It wouldn't be the same without you!
---------------------- Forwarded by Kay Mann/Corp/Enron on 04/20/2001 01:04 
PM ---------------------------


"Reuter, Marisa" <MReuter@KSLAW.com> on 04/10/2001 08:42:03 PM
To: "'Chris.Booth@enron.com'" <Chris.Booth@enron.com>, 
"'Ben.Jacoby@enron.com'" <Ben.Jacoby@enron.com>, "'Kay.Mann@enron.com'" 
<Kay.Mann@enron.com>
cc: "Keffer, John" <JKeffer@KSLAW.com> 

Subject: ENA/Blue Dog: Conference call details

Chris, Ben and Kay:

Tomorrow's conference has been tentatively scheduled for 1430 hrs (CST),
but, subject to Ben's availability, Kay would like to have an internal call
at 1230 hrs (CST).  The dial in number and passcode are set forth below:  

877-232-0064
25581# 

Regards,

Marisa
-----Original Message-----
From: Reuter, Marisa 
Sent: Tuesday, April 10, 2001 3:49 PM
To: 'Chris.Booth@enron.com'; Ben.Jacoby@enron.com
Cc: Kay.Mann@enron.com; Keffer, John
Subject: RE: FW: Comments to Turbine Purchase Documents


Chris and Ben:

Since Kay is tied up on a 3:00 conference call, she asked me to summarize
the issues raised by Marguerite's latest mark-ups.  The issues are as
follows:

1. In Section 6(h) regarding the Change Order, Marguerite has added a rider
pursuant to which ENA would be required "to cause the Original Purchaser
and/or the Agent to use commercially reasonable efforts to afford NorSub (or
its agent or representative), upon request of NorSub, such opportunity or
opportunities to discuss with GE (or to consult with GE concerning) such
matters pertaining to the Turbines and/or the Original Turbine Contract as
NorSub desires to discuss with GE (or to consult with GE concerning) and
which GE is obligated under the Original Turbine Contract to discuss with
(or concerning which GE is obligated under the Original Turbine Contract to
consult with) the Purchaser and/or Agent thereunder; provided, however, that
each of ENA, the Original Purchaser and the Agent shall have the right to be
present at, and to participate in, each such discussion (or consultation."
According to Jerry DeBerry, Michael Young raised this concept with Ben, and
Ben accepted it in principle.  Please confirm if you are okay with this
rider going into the Letter Agreement.

2.  In Section 8(a), Marguerite has added a clause whereby ENA agrees to be
responsible for, and to pay GE when due, and to hold the LLC and NorSub
harmless from any damages or indemnification payments which become due and
payable to GE on and after the Closing Date as a result of any event
occurring, or any circumstance arising, prior to the Closing Date.  Since
this provision effectively shifts the Change Order risk onto ENA, Kay
suggests that we only accept the provision if a reciprocal provision is
included that allows ENA to terminate the agreement as a result of any event
or circumstance that increases the Purchase Amount.  Do you agree?

3.  Finally, with respect to the LLC Agreement, NorthWestern would like to
be able to exercise its call rights with relative freedom while forcing ENA
to wait until Takeover or 12/31/02 before being able to exercise its put
rights.  Neither Jerry nor Marguerite understands why ENA cares when
NorthWestern takes ENA out.

Jerry and Marguerite were working on scheduling a conference call for
sometime tomorrow, so I will send you an e-mail confirming the details as
soon as I hear back from them.

Best regards,

Marisa     

-----Original Message-----
From: Chris.Booth@enron.com [mailto:Chris.Booth@enron.com]
Sent: Tuesday, April 10, 2001 9:22 AM
To: Young, Michael
Cc: Kay.Mann@enron.com; jkeffer@kslaw.com; mreuter@kslaw.com;
Ben.Jacoby@enron.com
Subject: Re: FW: Comments to Turbine Purchase Documents



Michael,

We (Enron and outside counsel) have not received any documents either faxed
or via e-mail as of Tuesday morning.  Once we receive the documents, we
would like time to review the comments before we engage in a conference
call.  Please either resend the documents to Kay Mann, John Keffer and
myself.

Regards,

Chris




"Young, Michael" <Michael.Young@northwestern.com> on 04/10/2001 08:18:31 AM

To:   "'chris.booth@enron.com'" <chris.booth@enron.com>
cc:

Subject:  FW: Comments to Turbine Purchase Documents

Chris, in case Kay is not in today, I provide this to you.  Please forward
to Ben at your earliest convenience.  Thanks.
-----Original Message-----
From: DeBerry, Jeremiah A. [mailto:JeremiahDeberry@paulhastings.com]
Sent: Monday, April 09, 2001 5:43 PM
To: 'Kay.Mann@Enron.com'; 'JKeffer@KSlaw.com'
Cc: Young, Michael; Kahn, Marguerite R.
Subject: Comments to Turbine Purchase Documents



We have forwarded to you via facsimile our comments to the Letter Agreement
and the LLC Agreement. The majority of our comments, as you will note, are
intended to clarify the understanding of the parties with respect to the
various matters set forth in such documents and are not intended to "change
the deal". Except that, upon the advise of our tax counsel, we have
adjusted the amounts of the promissory notes to be issued in connection
with the transaction in order to maximize the LLC's basis in the Turbines.
We believe this is consistent with your initial draft of the Letter
Agreement.


Also, please note that we have included additional language in Section 6 of
the Letter Agreement which provides NorthWestern with the opportunity to
consult with GE on matters relating to the Turbines. This reflects our
understanding of an agreement that had been reached among the parties.


With respect to the LLC Agreement, we would like to discuss with you the
following: (i) the timing of the exercise of the Call Right and (ii) the
intent of your proposed language in Section 7 relating to the rights of
each Member to act in its own best interests with respect to the Call and
Put Rights.  To that end, we propose scheduling a conference call on
Tuesday afternoon, April 11, 2001.  Please contact me as soon as possible
with a time that is convenient for your team.


We look forward to hearing from you.


Note: We will forward to you shortly, revised drafts of the documents for
which we have drafting responsibility.


************************************************
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




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