Message-ID: <14040702.1075845745818.JavaMail.evans@thyme> Date: Mon, 9 Apr 2001 13:42:00 -0700 (PDT) From: jeremiahdeberry@paulhastings.com To: kay.mann@enron.com, jkeffer@kslaw.com Subject: Comments to Turbine Purchase Documents Cc: michael.young@northwestern.com, margueritekahn@paulhastings.com Mime-Version: 1.0 Content-Type: text/plain; charset=ANSI_X3.4-1968 Content-Transfer-Encoding: quoted-printable Bcc: michael.young@northwestern.com, margueritekahn@paulhastings.com X-From: "DeBerry, Jeremiah A." X-To: "'Kay.Mann@Enron.com'" , "'JKeffer@KSlaw.com'" X-cc: "'Michael.Young@NorthWestern.com'" , "Kahn, Marguerite R." X-bcc: X-Folder: \Kay_Mann_June2001_1\Notes Folders\Blue dog X-Origin: MANN-K X-FileName: kmann.nsf We have forwarded to you via facsimile our comments to the Letter Agreement= =20 and the LLC Agreement. The majority of our comments, as you will note, are = =20 intended to clarify the understanding of the parties with respect to the=20 various matters set forth in such documents and are not intended to "chang= e=20 the deal". Except that, upon the advise of our tax counsel, we have adjust= ed=20 the amounts of the promissory notes to be issued in connection with the=20 transaction in order to maximize the LLC=01,s basis in the Turbines. We be= lieve=20 this is consistent with your initial draft of the Letter Agreement. Also, please note that we have included additional language in Section 6 of= =20 the Letter Agreement which provides NorthWestern with the opportunity to=20 consult with GE on matters relating to the Turbines. This reflects our=20 understanding of an agreement that had been reached among the parties. With respect to the LLC Agreement, we would like to discuss with you the = =20 following: (i) the timing of the exercise of the Call Right and (ii) the=20 intent of your proposed language in Section 7 relating to the rights of ea= ch=20 Member to act in its own best interests with respect to the Call and Put = =20 Rights.?To that end, we propose scheduling a conference call on Tuesday=20 afternoon, April 11, 2001.?Please contact me as soon as possible with a ti= me=20 that is convenient?for?your team. We look forward to hearing from you. Note: We will forward to you shortly,?revised drafts of the documents for= =20 which we?have drafting responsibility.=20 ************************************************ Jeremiah A. DeBerry, Esq. Paul Hastings Janofsky & Walker LLP 399 Park Avenue New York, New York 10022 Phone: (212) 318-6458 Fax:???? (212) 319-4090 ? ?