Subject: ENA/Blue Dog: Comments to PHJW's 03/31/01 Mark-Up of Limited Liab ility Company Agreement
From: [email-masked]
To: [email-masked]
Cc: [email-masked]
Date: Mon, 2 Apr 2001 08:41:00 -0700 (PDT)

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

 <<Reuter, Maria I. (Business E-Mail Address).vcf>>

                    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