Message-ID: <4549724.1075845746331.JavaMail.evans@thyme> Date: Thu, 19 Apr 2001 15:33:00 -0700 (PDT) From: eileenschreiber@paulhastings.com Subject: This E-mail is sent at the request of M. Kahn and J. DeBerry Mime-Version: 1.0 Content-Type: text/plain; charset=ANSI_X3.4-1968 Content-Transfer-Encoding: 7bit X-From: "Schreiber, Eileen" X-To: undisclosed-recipients:, X-cc: X-bcc: X-Folder: \Kay_Mann_June2001_1\Notes Folders\Blue dog X-Origin: MANN-K X-FileName: kmann.nsf "paulhastings.com" made the following annotations on 04/19/01 22:34:01 ------------------------------------------------------------------------------ NEW E-MAIL ADDRESSES AT PAUL, HASTINGS, JANOFSKY & WALKER LLP We have changed our e-mail address. Our new domain name is paulhastings.com. In most cases, our address is composed of conventional first name and last name plus @paulhastings.com. Here are two examples: janesmith@paulhastings.com and danjones@paulhastings.com. If you have any questions, please contact us at noc@paulhastings.com. ============================================================================== "The information transmitted is intended only for the person or entity to which it is addressed and may contain confidential and/or privileged material. Any review, retransmission, dissemination or other use of, or taking of any action in reliance upon, this information by persons or entities other than the intended recipient is prohibited. If you received this in error, please contact the sender and delete the material from all computers." ============================================================================== 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