Regarding the Escrow Agreement, I reviewed the revised Agreement that was 
e-mailed to us on May 30 by Marisa and confirmed that she made the 
appropriate changes regarding Northwestern Generation I, LLC being the 
depositor of the escrowed funds and would pay the escrow fees, investment 
transaction fees and reimbursements for expenses made by Escrow Agent...

K-



 -----Original Message-----
From:  Mann, Kay  
Sent: Thursday, May 31, 2001 5:21 PM
To: Carnahan, Kathleen
Subject: FW: ESCROW AGREEMENT

Have I signed this yet?
---------------------- Forwarded by Kay Mann/Corp/Enron on 05/31/2001 05:18 
PM ---------------------------


"Reuter, Marisa" <MReuter@KSLAW.com> on 05/31/2001 04:12:56 PM
To: "'Kay.mann@enron.com'" <Kay.mann@enron.com>
cc: "Keffer, John" <JKeffer@KSLAW.com> 

Subject: FW: ESCROW AGREEMENT


Kay:

The Escrow Agreement that is attached appears to be in final form and
contains all of the changes that we requested.  As a result, will you
overnight the sig pages and the incumbency certificate to Tremaine Wright?
If you prefer, you can courier the documents to my attention, and I can
coordinate getting them to Paul Hastings.  Tremaine needs 3 sig pages and 1
incumbency certificate.  Thanks.

Regards,

Marisa

-----Original Message-----
From: Wright, Tremaine S. [mailto:TremaineWright@paulhastings.com]
Sent: Thursday, May 31, 2001 3:53 PM
To: 'mreuter@kslaw.com'; 'estelle.a.lawrence@citi.com'
Subject: ESCROW AGREEMENT



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