Message-ID: <33307415.1075845745627.JavaMail.evans@thyme> Date: Mon, 2 Apr 2001 08:41:00 -0700 (PDT) From: mreuter@kslaw.com To: kay.mann@enron.com Subject: ENA/Blue Dog: Comments to PHJW's 03/31/01 Mark-Up of Limited Liab ility Company Agreement Cc: jkeffer@kslaw.com Mime-Version: 1.0 Content-Type: text/plain; charset=us-ascii Content-Transfer-Encoding: 7bit Bcc: jkeffer@kslaw.com X-From: "Reuter, Marisa" X-To: "'kay.mann@enron.com'" X-cc: "Keffer, John" X-bcc: X-Folder: \Kay_Mann_June2001_1\Notes Folders\Blue dog X-Origin: MANN-K X-FileName: kmann.nsf Kay: John and I have the following comments regarding Paul Hasting's mark-up: 1. Pursuant to the new language in Section 3.1.5 (Right to Purchase Turbine), please confirm that, upon execution of the LLC Agreement, the LLC shall have acquired "all of ENA's rights and interest in, to and under the Turbine Contract." 2. We recommend that your tax specialists sign off on the new language in Sections 4.7 and 8.3(b) and in Article 6. 3. The revised put and call provisions (Sections 7.2(a) and (c)) allow Northwestern to exercise its call rights with relative freedom but force ENA to wait until Takeover or 12/31/02 before exercising the put. This, of course, changes the deal. 4. Paul Hasting's additions to Section 11.14 (a) limits the pool of arbitrators to those arbitrators on file with the AAA in Montana and (b) selects the State of Montana as the place of arbitration. We recommend that ENA reject these two changes and leave in the original provisions. Call us at your convenience to discuss. Regards, Marisa <> Confidentiality Notice This message is being sent by or on behalf of a lawyer. It is intended exclusively for the individual or entity to which it is addressed. This communication may contain information that is proprietary, privileged or confidential or otherwise legally exempt from disclosure. If you are not the named addressee, you are not authorized to read, print, retain, copy or disseminate this message or any part of it. If you have received this message in error, please notify the sender immediately by e-mail and delete all copies of the message. - Reuter, Maria I. (Business E-Mail Address).vcf