No biggie, and understandable.  When we sell the equipment we structure it 
like we did on the CA deal - we sell the special purpose companies that will 
own the equipment at the time of sale.  


   
	
	
	From:  Kathleen Carnahan                           02/22/2001 04:37 PM
	

To: Kay Mann/Corp/Enron@Enron
cc:  

Subject: Re: Form of Letter Agreement for Purchase of Membership Interests & 
Draft CA for Northwestern Corp.  

I will be happy to conform the NW to this form if that is what you want.  In 
the form with the paragraph below, I thought "(i) the potential sale of one 
or more of the Protected Party's power plant development projects and/or one 
of more of the special purpose companies which own such projects in [states]" 
 was to be used for particular sites where we have existing land options we 
are trying to sell, and that when we were trying to sell equipment (i.e. 
7EA's) we would refer to these as "gas fired electric generation projects"

My mistake.

Kathleen



Kay Mann
02/22/2001 04:15 PM
To: Kathleen Carnahan/NA/Enron@Enron
cc:  

Subject: Re: Form of Letter Agreement for Purchase of Membership Interests & 
Draft CA for Northwestern Corp.  

The form we have has this as the first paragraph, which is different from the 
form attached.  Could you conform the NW one to the form?

Enron North America Corp. (&ENA8 or the "Protected Party") is prepared to 
furnish [__________________] (&*8 or the "Receiving Party") with certain 
information which is either confidential, proprietary or otherwise not 
generally available to the public in connection with: (i) the potential sale 
of one or more of the Protected Party's power plant development projects 
and/or one of more of the special purpose companies which own such projects 
in [states],  (collectively, the &Projects8) for purposes of evaluating one 
or more transactions between Protected Party and   * involving the Projects 
(collectively, the &Proposed Transaction8).