ASSET PURCHASE AND SALE AGREEMENT dated as of October 29, 2003, among EXPANETS, INC., NORTHWESTERN CORPORATION, NORTHWESTERN GROWTH CORPORATION, NORTHWESTERN CAPITAL CORPORATION, and AVAYA, INC.Asset Purchase and Sale Agreement • March 15th, 2004 • Northwestern Corp • Electric & other services combined • New York
ASSET PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of October 29, 2003 among (a) EXPANETS, INC., a Delaware corporation (the “Company”), (b) NORTHWESTERN CORPORATION (the “Parent”), (c) NORTHWESTERN GROWTH CORPORATION (“NGC”), (d) NORTHWESTERN CAPITAL CORPORATION (“NCC”, and collectively with the Parent and NGC, each a “Shareholder”, and collectively, the “Shareholders”), and (e) AVAYA INC., a Delaware corporation (the “Purchaser”).
ContractAsset Purchase and Sale Agreement • March 15th, 2004 • Northwestern Corp • Electric & other services combined • New York
AMENDMENT NO. 1 TO ASSET PURCHASE AND SALE AGREEMENT, dated as of October 29, 2003 (this “Amendment No. 1”), among Expanets, Inc. (the “Company”), NorthWestern Corporation (the “Parent”), NorthWestern Growth Corporation (“NGC”), NorthWestern Capital Corporation (“NCC,” and collectively with the Parent and NGC, each a “Shareholder,” and collectively, the “Shareholders”) and Avaya Inc. (the “Purchaser”).
SECURED SUPERPRIORITY DEBTOR IN POSSESSION CREDIT AND GUARANTY AGREEMENT DATED AS OF SEPTEMBER 19, 2003 AMONG NORTHWESTERN CORPORATION A DEBTOR AND DEBTOR IN POSSESSION, AS BORROWER, THE OTHER LOAN PARTIES PARTY HERETO AS GUARANTORS, THE LENDERS PARTY...Assignment and Assumption • March 15th, 2004 • Northwestern Corp • Electric & other services combined • New York
AMENDED AND RESTATED CREDIT AGREEMENT among NORTHWESTERN CORPORATION, as Borrower, The Several Lenders from Time to Time Parties Hereto, and CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, as Administrative Agent, Lead Arranger...Credit Agreement • March 15th, 2004 • Northwestern Corp • Electric & other services combined • New York
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of November 10, 2003, among NORTHWESTERN CORPORATION, a Delaware corporation, as debtor and debtor in possession under Chapter 11 of the Bankruptcy Code (together with its successors and assigns, the “Borrower”), the several banks and other financial institutions from time to time party hereto (the “Lenders”), and CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, as Administrative Agent (in such capacity the “Administrative Agent”), Lead Arranger and Sole Book Runner.
EMPLOYMENT AGREEMENT Brian B. Bird NorthWestern CorporationEmployment Agreement • March 15th, 2004 • Northwestern Corp • Electric & other services combined • Delaware
This agreement (the “Employment Agreement”) outlines the general terms and conditions of NorthWestern Corporation’s (“NorthWestern” or the “Company”) employment of Brian B. Bird (“Bird”) in the capacity of Chief Financial Officer (“CFO”) of NorthWestern as follows:
