Message-ID: <16324904.1075846005683.JavaMail.evans@thyme> Date: Thu, 12 Apr 2001 01:55:00 -0700 (PDT) From: kay.mann@enron.com To: legal.4@enron.com Subject: ENA/NorthWestern: Revised Letter Agreement and Exhibits Mime-Version: 1.0 Content-Type: text/plain; charset=us-ascii Content-Transfer-Encoding: 7bit X-From: Kay Mann X-To: Legal Temp 4 X-cc: X-bcc: X-Folder: \Kay_Mann_June2001_3\Notes Folders\Sent X-Origin: MANN-K X-FileName: kmann.nsf Hi Warrren, Could you please print all of these attachments for me? Thanks, Kay ---------------------- Forwarded by Kay Mann/Corp/Enron on 04/12/2001 08:54 AM --------------------------- "Reuter, Marisa" on 04/11/2001 08:27:55 PM To: "'JeremiahDeberry@paulhastings.com'" , "'Michael.Young@northwestern.com'" , "'MargueriteKahn@paulhastings.com'" cc: "'Chris.Booth@enron.com'" , "'Ben.Jacoby@enron.com'" , "'Kay.Mann@enron.com'" , "Keffer, John" Subject: ENA/NorthWestern: Revised Letter Agreement and Exhibits I am attaching for your review marked and clean copies of the following documents: 1. Letter Agreement between Enron North America Corp. and NorthWestern Generation I, LLC; 2. ENA Promissory Note (Exhibit A); 3. First Amended and Restated LLC Agreement (Exhibit C); 4. Escrow Agreement (Exhibit F); and 5. ENA Guaranty (Exhibit G). In addition, I am attaching a preliminary draft of Enron's form of Assignment and Assumption Agreement (Exhibit B) with the caveat that the document remains subject to changes pending further review by Enron. Please note that I am not attaching (1) a copy of the GE Guaranty (Exhibit E) because we are satisfied with Paul Hasting's draft of this document and (2) the LLC Promissory Note (Exhibit D) because Marguerite will circulate this document as soon as she is done preparing it. Don't hesitate to contact me if you have any questions. Best regards, Marisa Reuter King & Spalding 1100 Louisiana, Suite 3300 713-751-3244 (tel) 713-276-7440 (fax) <> <> <> <> <> <> <> <> <> <> <> 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. - LetterAgreement.DOC - MarkedLetterAgreement.DOC - ENANote.DOC - MarkedENANote.DOC - LLCAgmt.DOC - MarkedLLCAgmt.DOC - EscrowAgmt.DOC - MarkedEscrowAgmt.DOC - ENAGuaranty.DOC - MarkedENAGuaranty.DOC - Assignment&AssumptionAgmt.DOC