EXHIBIT 4(b)(16)
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FIRST AMENDMENT TO THE DECLARATION OF TRUST
OF
NWPS CAPITAL FINANCING III
THIS FIRST AMENDMENT TO THE DECLARATION OF TRUST OF NWPS CAPITAL
FINANCING III, dated as of June 30, 1998 (this "Amendment"), by and
among Northwestern Corporation, a Delaware corporation (formerly known
as Northwestern Public Service Company), as sponsor (the "Sponsor"),
and Xxxxx X. Xxxxx, Xxxxxxx X. Xxxxxxx and Wilmington Trust Company, a
Delaware banking corporation, as trustees (collectively, the
"Trustees").
WHEREAS, NWPS Capital Financing III (the "Trust") has heretofore
been formed as a business trust under the Delaware Business Trust Act
(12 DEL. C. Section 3801, ET SEQ.) pursuant to a Declaration of Trust
of the Trust, dated as of June 19, 1995 (the "Original Declaration"),
and a Certificate of Trust of the Trust, dated as of June 19, 1995, as
filed in the office of the Secretary of State of the State of Delaware
(the "Secretary of State");
WHEREAS, the Sponsor and the Trustees wish to change the name of
the Trust as set forth below;
WHEREAS, the Sponsor and the Trustees hereby consent to the
adoption of this Amendment; and
WHEREAS, the parties hereto desire to amend the Original
Declaration as set forth herein.
NOW, THEREFORE, the parties hereto hereby agree as follows:
AMENDMENTS
1. The name of the Trust is hereby changed from "NWPS Capital
Financing III" to "Northwestern Capital Financing III", such that all
references in the Original Declaration to "NWPS Capital Financing III"
shall be deemed to refer to "Northwestern Capital Financing III" and
all future business of the Trust shall be conducted in such name. The
Trustees are hereby authorized to execute and file a restated
certificate of trust with the Secretary of State to reflect the change
of the name of the Trust.
2. All references to "Northwestern Public Service Company" in
the Original Declaration shall be deemed to refer to "Northwestern
Corporation".
MISCELLANEOUS
1. SUCCESSORS AND ASSIGNS. This Amendment shall be binding
upon, and shall enure to the benefit of, the parties hereto and their
respective successors and assigns.
2. FULL FORCE AND EFFECT. Except to the extent modified
hereby, the Original Declaration shall remain in full force and
effect.
3. COUNTERPARTS. This Amendment may be executed in
counterparts, all of which together shall constitute one agreement
binding on all parties hereto, notwithstanding that all such parties
are not signatories to the original or same counterpart.
4. GOVERNING LAW. This Amendment shall be governed by, and
construed under, the laws of the State of Delaware, all rights and
remedies being governed by said laws.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed as of the day and year first above written.
NORTHWESTERN CORPORATION,
as Sponsor
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: President and Chief
Operating Officer
WILMINGTON TRUST COMPANY, not in its
individual capacity but solely as
Trustee
By: /s/ Xxxx X. Xxxxxxxx
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Name: Xxxx X. Xxxxxxxx
Title: Administrative Account Manager
/s/ Xxxxx X. Xxxxx
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XXXXX X. XXXXX, not in his individual
capacity but solely as Trustee
/s/ Xxxxxxx X. Xxxxxxx
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XXXXXXX X. XXXXXXX, not in his individual
capacity but solely as Trustee
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