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Enron Mail |
PROMISSORY NOTE
$___________________________ ___, 2001 For value received, [TURBINE LLC], a Delaware limited liability company (A Borrower@), hereby unconditionally promises to pay, or cause to be paid, to the order of NORTHWESTERN GENERATION I, LLC (ALender@), a wholly-owned and indirect subsidiary of NorthWestern Corporation, the principal amount of ______________DOLLARS ($____________) (the APrincipal Amount@), in lawful money of the United States of America and in immediately available funds. Capitalized terms used but not defined herein shall have the meaning given to such term in the Letter Agreement, dated April [_], 2001, between Enron North America Corp. and Lender (the ALetter Agreement@). This promissory note (this ANote@) evidences the NorSub Purchase Price Loan made by Lender to Borrower on the date hereof pursuant to Section 2(d) of the Letter Agreement; and the proceeds of such Loan shall be applied by Borrower on the date hereof as required by Section 2(e) of the Letter Agreement. The Principal Amount shall be due and payable, in full, on written demand of Lender. No interest shall accrue on the Principal Amount. Borrower waives presentment, demand, protest, notice of protest, notice of nonpayment or dishonor and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Note. This Note may not be changed or terminated orally, but only by an agreement in writing signed by the party against whom enforcement or any waiver, change, modification or discharge is sought. This Note shall bind Borrower and its successors and assigns, and the benefits hereof shall inure to the benefit of Lender and its successors and assigns. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAW OF THE STATE OF NEW YORK (DETERMINED WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW). [The balance of this page is intentionally left blank.] IN WITNESS WHEREOF, Borrower has caused this Note to be duly executed and delivered by its officer thereunto duly authorized as of the date hereof. -- NY/333181.1 [TURBINE LLC] By: NorthWestern Generation I, LLC, its Manager By: NorthWestern Growth Corporation, its Manager By: _______________________________ Name: Title:
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