Attached is our mark-up of Northwestern's Guarantee.  Please note that our
client has not had an opportunity to review this draft and it remains
subject to its comments as well.

Regards

John L. Keffer
King & Spalding
713 751 3255
713 751 3280 (fax)
jkeffer@kslaw.com
 <<Red Northwestern Corporation Guarantee.DOC>>




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 - Red Northwestern Corporation Guarantee.DOC