"paulhastings.com" made the following annotations on 04/19/01 22:34:01
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NEW E-MAIL ADDRESSES AT PAUL, HASTINGS, JANOFSKY & WALKER LLP

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Attached is a  revised draft of the LLC Agreement which has been marked to 
indicate the changes  from the draft distributed on Friday, April 13.? As we 
discussed, the most  substantive change made to the LLC Agreement reflects 
NorthWestern's desire to  have the LLC treated as a single member limited 
liability company for tax  purposes.? While Enron's tax persons have not yet 
agreed to this concept,  we have forwarded the attached draft in order to 
clarify our request and to  provide Enron's tax persons with the language we 
believe is necessary to meet  NorthWestern's objectives with respect to this 
matter.???  
?
You will note that a  significant number of provisions regarding tax matters 
have been deleted.?  Such provisions have been deleted because, to the extent 
the LLC is treated as a  single member limited liability company, such 
provisions would no longer be  relevant.
?
A revised draft of  the Letter Agreement will be circulated  shortly.
 - LLC Agreement(v4).DOC
 - LLC Agreement(vRED).DOC
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