NORTHWESTERN CORPORATION $250,000,000 7 7/8% Notes due March 15, 2007 $470,000,000 8 3/4% Notes due March 15, 2012 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 1st, 2002 • Northwestern Corp • Electric & other services combined • New York
NorthWestern Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several initial purchasers named in schedule A to the Purchase Agreement (as defined below) (the “Initial Purchasers”), upon the terms set forth in a purchase agreement dated March 8, 2002 (the “Purchase Agreement”), $250,000,000 aggregate principal amount of its 7 7/8% Notes due March 15, 2007 and $470,000,000 aggregate principal amount of its 8 3/4% Notes due March 15, 2012 (the “Initial Securities”). The Initial Securities will be issued pursuant to an Indenture, dated as of November 1, 1998, as amended and supplemented and as to be amended and supplemented by a supplemental indenture, dated as of March 13, 2002 (together, the “Indenture”), between the Company and JPMorgan Chase Bank (as successor to The Chase Manhattan Bank), as trustee (the “Trustee”). As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Company agrees with the Initial Purchasers, for
SECOND AMENDMENT TO CREDIT AND SECURITY AGREEMENT; AMENDMENT TO COLLATERAL AGREEMENTSCredit and Security Agreement • April 1st, 2002 • Northwestern Corp • Electric & other services combined • New York
SECOND AMENDMENT TO CREDIT AND SECURITY AGREEMENT (this “Second Amendment”), dated as of March 5, 2002 (the “Effective Date”), between EXPANETS, INC., EXPANETS OF ARIZONA, INC., EXPANETS OF ATLANTA, INC., EXPANETS OF CALIFORNIA, INC., EXPANETS OF DENVER, INC., EXPANETS OF INDIANA, INC., EXPANETS OF LANCASTER, INC., EXPANETS OF MISSISSIPPI, INC., EXPANETS OF NEBRASKA, INC., EXPANETS OF NEW YORK, INC., EXPANETS OF NORTH AMERICA, LLC, EXPANETS OF OKLAHOMA, INC., EXPANETS OF PACIFIC NORTHWEST, INC., EXPANETS OF SAN ANTONIO, INC., EXPANETS OF TENNESSEE, INC., HAWAIIAN COMMUNICATIONS, INC., TEL-A-COM HAWAII, INC., DIGITEL, DBA EXPANETS OF HAWAII and EAGLE AN EXPANETS COMPANY INC. (individually and collectively, “Debtor”) and AVAYA INC. (“Creditor”). All capitalized terms not defined herein shall have the meanings ascribed to them in the Credit Agreement referred to below.
CREDIT AND SECURITY AGREEMENT Dated as of March 31, 2001 Between EXPANETS, INC. as Debtor and AVAYA INC., as CreditorCredit and Security Agreement • April 1st, 2002 • Northwestern Corp • Electric & other services combined • New York
WHEREAS, pursuant to the terms of a certain Agreement for the Purchase and Sale of Assets dated as of March 31, 2000 (the “Asset Purchase Agreement”) by and among Debtor, Lucent Technologies Inc. (“Lucent”) and Atlantic of Tampa Inc. (“Atlantic”, and together with Lucent, the “Sellers”), Debtor purchased certain assets and assumed certain liabilities which were part of the Sellers;
NorthWestern Corporation $250,000,000 7 7/8% Notes due March 15, 2007 $470,000,000 8 3/4% Notes due March 15, 2012 PURCHASE AGREEMENTPurchase Agreement • April 1st, 2002 • Northwestern Corp • Electric & other services combined • New York
FIRST AMENDMENT TO CREDIT AND SECUIRTY AGREEMENTCredit and Secuirty Agreement • April 1st, 2002 • Northwestern Corp • Electric & other services combined • New York
FIRST AMENDMENT TO CREDIT AND SECURITY AGREEMENT (this “Amendment”), dates as of August 1, 2001, between Expanets, Inc. (“Debtor”) and Avaya Inc. (“Creditor”). All capitalized terms not defined herein shall have the meaning ascribed to them in the Credit Agreement referred to below.
GUARANTYNorthwestern Corp • April 1st, 2002 • Electric & other services combined • New York
FOR VALUE RECEIVED, and in consideration of any loan or other financial accommodation made to MONTANA MEGAWATTS I, LLC (the “Company”) by the Banks (as defined below) under the Committed Facility Letter dated as of September 28, 2001 (as amended or otherwise modified from time to time, the “Facility Letter”; capitalized terms used but not otherwise defined herein have the respective meanings given to them in the Facility Letter) among the Company, various financial institutions (the “Banks”) and ABN AMRO Bank N.V., as agent (in such capacity, the “Agent”), NorthWestern Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Guarantor”), hereby furnishes its guaranty (the “Guaranty”) of the Obligations (as defined below) as follows:
SECOND SUPPLEMENTAL INDENTURESupplemental Indenture • April 1st, 2002 • Northwestern Corp • Electric & other services combined • New York
This SECOND SUPPLEMENTAL INDENTURE, dated as of March 13, 2002 (this “Supplemental Indenture”), between NorthWestern Corporation, a Delaware corporation (the “Company”), and JPMorgan Chase Bank, as successor to The Chase Manhattan Bank, as trustee (the “Trustee”), under the Indenture, dated as of November 1, 1998, between the Company and the Trustee, as previously supplemented by a first supplemental indenture, dated as of November 1, 1998, between the Company and the Trustee (collectively, the “Indenture”).
CREDIT AGREEMENT among NORTHWESTERN CORPORATION, as Borrower, The Several Lenders from Time to Time Parties Hereto, CREDIT SUISSE FIRST BOSTON, CIBC INC., ABN AMRO BANK N.V. and BARCLAYS CAPITAL, as Co-Arrangers and CREDIT SUISSE FIRST BOSTON, as...Credit Agreement • April 1st, 2002 • Northwestern Corp • Electric & other services combined • New York
CREDIT AGREEMENT, dated as of January 14, 2002, between NORTHWESTERN CORPORATION, a Delaware corporation (the “Borrower”), the several banks and other financial institutions from time to time party hereto (the “Lenders”), CREDIT SUISSE FIRST BOSTON, ABN AMRO BANK N.V., CIBC INC. and BARCLAYS CAPITAL, as Co-Arrangers (each a “Co-Arranger” and, collectively, the “Co-Arrangers”), and CREDIT SUISSE FIRST BOSTON, acting through its New York Branch, as Administrative Agent (in such capacity the “Administrative Agent ”), Lead Arranger and Sole Book Runner.
