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PROPOSAL FUR THE MONTANA POWER COAL BU51 NE55 j <br />Company that it wishes to proceed with WCC. We have attached a letter from PNC <br />(Attachment 3) evidencing their confidence in support of oar Prnpncal_ Please feel free <br />to contact the. parties listed below to further discuss the status of our financing. - . <br />Rothschild, Inc. is serving as financial advisor to WC-C- The final financial structure will <br />be a function of which of the above referenced options is selected by the Company:-` <br />PNC Cagital Markets <br />CbristophesN. Moravec -- <br />Managing Director and Senior Vice President <br />One PNC Plaza <br />249 Fifth Avenue ~ <br />Pittsburp~, PA 15222-2707 <br />Tel: 412-762-2540 <br />N.M. Rothschild & Sons Inc. <br />William H. 1-ieiacenhuttel <br />Senior Vlce President <br />2 t SO Republic Plaza, 370 Seventeenth Street <br />Denver, CO 80202 <br />Tel: 303-607-9890 <br />RothschilcL Inc. <br />Kurt Oehlberg or Jim Griffin <br />1251 Avenue of the Americas ' <br />New York, NY 10020 ~ <br />Tel: 212-403-5483 <br />D. Due'Dili sacs Contin eg ncies. <br />WCC has conducted its due diligence within the scheduling and parameters established - <br />by Goldman, Sachs and Co. on behalf of the Company, and we are relying on the ' <br />information provided to us by the Company. We do not require any due diligence <br />contingencies, except as may arise as the result of information received at a later date in <br />response to requests that we have made prior to the submission of this Proposal or in the <br />course of negotiation of a definitive Stock Purchase Agreement. A list of those requests <br />for information is included with the Proposal as Attachment 4. <br /> <br />Q/1252 <br />WEST MORELANp CQAL CO. AND THE NORTH AMERICAN COAL CORY ORATION <br />8@ 39Cd Wf11Cl WIP 65I09b86LL 55~bS L00Z/9t/E@ <br />