Subject: Comments to Turbine Purchase Documents
From: [email-masked]
To: [email-masked], [email-masked]
Cc: [email-masked], [email-masked]
Date: Mon, 9 Apr 2001 13:42:00 -0700 (PDT)

We have forwarded to you via facsimile our comments to the Letter Agreement  
and the LLC Agreement. The majority of our comments, as you will note, are  
intended to clarify the understanding of the parties with respect to the 
various  matters set forth in such documents and are not intended to "change 
the deal".  Except that, upon the advise of our tax counsel, we have adjusted 
the amounts of  the promissory notes to be issued in connection with the 
transaction in order to  maximize the LLC,s basis in the Turbines. We believe 
this is consistent with  your initial draft of the Letter Agreement.

Also, please note that we have included additional language in Section 6 of  
the Letter Agreement which provides NorthWestern with the opportunity to 
consult  with GE on matters relating to the Turbines. This reflects our 
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  
following: (i) the timing of the exercise of the Call Right and (ii) the 
intent  of your proposed language in Section 7 relating to the rights of each 
Member to  act in its own best interests with respect to the Call and Put  
Rights.?To that end, we propose  scheduling a conference call on Tuesday 
afternoon, April 11, 2001.?Please contact me as soon as possible with a  time 
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 
which we?have drafting  responsibility. 
************************************************
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
?
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