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Enron Mail |
We have forwarded to you via facsimile our comments to the Letter Agreement=
=20 and the LLC Agreement. The majority of our comments, as you will note, are = =20 intended to clarify the understanding of the parties with respect to the=20 various matters set forth in such documents and are not intended to "chang= e=20 the deal". Except that, upon the advise of our tax counsel, we have adjust= ed=20 the amounts of the promissory notes to be issued in connection with the=20 transaction in order to maximize the LLC=01,s basis in the Turbines. We be= lieve=20 this is consistent with your initial draft of the Letter Agreement. Also, please note that we have included additional language in Section 6 of= =20 the Letter Agreement which provides NorthWestern with the opportunity to=20 consult with GE on matters relating to the Turbines. This reflects our=20 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 = =20 following: (i) the timing of the exercise of the Call Right and (ii) the=20 intent of your proposed language in Section 7 relating to the rights of ea= ch=20 Member to act in its own best interests with respect to the Call and Put = =20 Rights.?To that end, we propose scheduling a conference call on Tuesday=20 afternoon, April 11, 2001.?Please contact me as soon as possible with a ti= me=20 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= =20 which we?have drafting responsibility.=20 ************************************************ 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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