Subject: FW: Enron escrow
From: [email-masked]
To: [email-masked]
Cc: [email-masked]
Date: Tue, 29 May 2001 10:23:00 -0700 (PDT)

Kay:

Further to our call, attached please find a mark-up of the Escrow Agreement.
As I mentioned, Marguerite believes that the parties should sign the Escrow
Agreement without filling in the amount left blank in Section 1.  Let me
know what you think.

Regards,

Marisa

-----Original Message-----
From: Reuter, Marisa
Sent: Tuesday, May 29, 2001 3:11 PM
To: Keffer, John
Subject: FW: Enron escrow

Given the fact that Section 4(a) of the Letter Agreement requires NorSub to
pay all fees associated with the Escrow Account and Section 4(b) requires
NorSub to fund the Escrow Account, Kathleen Carnahan of ENA suggested
revising Sections 1 and 6 of the Escrow Agreement, which make ENA and NorSub
jointly responsible for the payment of these monies.  Accordingly, I have
marked up the Escrow Agreement, but Chris Booth wanted me to confirm with
you whether you thought the changes were worth making.  If so, I will
forward the revised document to Chris so that he can get Citibank to signoff
on the new draft.

Also, do you have a moment to discuss the dollar amount that needs to be
included in Section 1?  Let me know, and I'll come up.

MIR

-----Original Message-----
From: Booth, Chris [mailto:[email-masked]]
Sent: Wednesday, May 23, 2001 3:11 PM
To: Mann, Kay; Marisa Reuter (E-mail); John Keffer (E-mail); Michael
Young (E-mail); [email-masked]
Cc: Jacoby, Ben; Carnahan, Kathleen
Subject: FW: Enron escrow

Ladies and Gents,

Please see attached comments to the escrow agreement from Citibank.

Chris Booth
Enron North America
1400 Smith Street, EB3147c
Houston, Texas 77002
(713) 345-3364 - phone
(713) 646-3037 - fax
[email-masked]

>  -----Original Message-----
> From:  "Lawrence, Estelle A"
> <[email-masked]>@ENRON
> [mailto:IMCEANOTES-+22Lawrence+2C+20Estelle+20A+22+20+3Cestelle+2Ea+2E
> [email-masked]]
> Sent: Wednesday, May 23, 2001 2:37 PM
> To: Booth, Chris
> Subject: Enron escrow
>
> Chris,
>
> I am the account manager for the Enron relationship.  I understand you
> would
> like to establish an escrow in pretty short order.
>
> Attached are Citibank's comments to the escrow agreement.  In order to
> complete this transaction, Escrow also needs to receive the following
> documents:
>
> 1) completed incumbency by all parties to the agmt;
> 2) Form W-9 for NorthWestern only; and
> 3) signed fee schedule.
>
> Once I receive an execution copy of the agreement, I will provide you
> with
> Citibank's wire instructions.  You have the option of including our
> fees
> with the initial deposit or wiring our fees directly to our billing
> department.  Please let me know which you prefer so that I may
> coordinate on
> our end.
>
> I look forward to working with you and trust that you will feel free
> to
> contact me should you have any questions or comments.
>
> Estelle Lawrence
> Citibank Agency & Trust
> 111 Wall Street, 14/3
> New York, NY 10005
> T: 212.657.2076
> F: 212.657.3862
>  <<citi comments.doc>>
>
>  - citi comments.doc <<citi comments.doc>>

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 - citi comments.doc