Marguerite:

In an effort to finalize the documents that will need to be executed at
closing, I have taken the liberty of drafting two written consents: one of
the Members of Montana Megawatts I, LLC electing NorthWestern Generation I,
LLC as the sole Manager, and the other of the sole Manager of the LLC
replacing the officers and approving the loans from ENA and NorthWestern
Generation I, LLC.  Let me know if you have any comments to the drafts.
Apart from these consents, we will need to coordinate to draft a joint
instruction letter to Citibank.

Regards,

Marisa

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