ARTICLE I DEFINITIONSFirst Supplemental Indenture • July 12th, 1999 • Northwestern Corp • Electric & other services combined • New York
AMENDMENT NO. 2 TO CREDIT AGREEMENT AMENDMENT NO. 2 TO CREDIT AGREEMENT, dated as of February 6, 2003 (this "Amendment"), among NORTHWESTERN CORPORATION, a Delaware corporation (the "Borrower"), the several banks and other financial institutions from...Credit Agreement • February 10th, 2003 • Northwestern Corp • Electric & other services combined • New York
EXHIBIT 4.6 PREFERRED SECURITIES GUARANTEE AGREEMENT NORTHWESTERN CAPITAL FINANCING III CROSS-REFERENCE TABLE FOR THE GUARANTEE AGREEMENTGuarantee Agreement • February 1st, 2002 • Northwestern Corp • Electric & other services combined • New York
EXECUTION VERSION CREDIT AGREEMENTCredit Agreement • February 10th, 2003 • Northwestern Corp • Electric & other services combined • New York
COMMON STOCKUnderwriting Agreement • November 9th, 1998 • Northwestern Corp • Electric & other services combined • New York
AMENDMENT NO. 1 TO CREDIT AGREEMENT AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of January 8, 2003 (this "Amendment"), among NORTHWESTERN CORPORATION, a Delaware corporation (the "Borrower"), the several banks and other financial institutions from...Credit Agreement • February 10th, 2003 • Northwestern Corp • Electric & other services combined • New York
CREDIT AGREEMENTCredit Agreement • March 30th, 2000 • Northwestern Corp • Electric & other services combined • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 13th, 2006 • Northwestern Corp • Electric & other services combined • Delaware
This Indemnification Agreement (“Agreement”) is made as of April 11, 2006 by and between NorthWestern Corporation, a Delaware corporation (the “Company”), and [Director] [and/or Officer] (“Indemnitee”).
TOSupplemental Indenture • February 10th, 2003 • Northwestern Corp • Electric & other services combined
Exhibit 4.7 PREFERRED SECURITIES GUARANTEE AGREEMENT NORTHWESTERN CAPITAL FINANCING II CROSS-REFERENCE TABLE FOR THE GUARANTEE AGREEMENTPreferred Securities Guarantee Agreement • December 21st, 2001 • Northwestern Corp • Electric & other services combined • New York
DECLARATION OF TRUST OF NORTHWESTERN CAPITAL FINANCING IVDeclaration of Trust • July 12th, 1999 • Northwestern Corp • Electric & other services combined
Exhibit 10(ii) EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") is entered into by and between ________________________, an individual ("Executive"), and Northwestern Public Service Company (Northwestern). AGREEMENT: 1. Employment by...Employment Agreement • May 15th, 1997 • Northwestern Public Service Co • Electric & other services combined • Delaware
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 26th, 2009 • 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 hereto (collectively, the "Initial Purchasers"), upon the terms set forth in a purchase agreement, dated March 23, 2009 (the "Purchase Agreement"), among the Company and the Initial Purchasers, $250,000,000 aggregate principal amount of its 6.34% First Mortgage Bonds due 2019 (the "Initial Securities") The Initial Securities will be issued pursuant to the Mortgage and Deed of Trust, dated as of October 1, 1945, of the Company (as successor to NorthWestern Energy, L.L.C., in turn successor to The Montana Power Company) to The Bank of New York Mellon (formerly The Bank of New York) (as successor to Guaranty Trust Company of New York), as corporate trustee (the "Trustee"), and Ming Ryan (as indirect successor to Arthur E. Burke), as individual trustee, as amended and supplemented by various instruments including the supplemental indenture, to b
JOINT FILING AGREEMENTJoint Filing Agreement • November 30th, 2004 • Northwestern Corp • Electric & other services combined
Avenue Partners, LLC, a New York limited liability company; Avenue Capital Partners II, LLC, GL Partners II, LLC, Avenue Capital Partners III, LLC, GL Partners III, LLC and Avenue Capital Management II, LLC, each a Delaware limited liability company; Avenue Investments, LP, Avenue Special Situations Fund II, LP, and Avenue Special Situations Fund III, LP, each a Delaware limited partnership; Avenue International, Ltd., a Cayman Islands exempted company; and Marc Lasry, an individual, hereby agree to file jointly the statement on Schedule 13D to which this Agreement is attached and any amendments thereto which may be deemed necessary, pursuant to Regulation 13D-G under the Securities Exchange Act of 1934.
TOSupplemental Indenture • February 10th, 2003 • Northwestern Corp • Electric & other services combined
AMENDMENT NO. 1 EXHIBIT (10)(a)(2) TO UNIT PURCHASE AGREEMENTUnit Purchase Agreement • August 14th, 2001 • Northwestern Corp • Electric & other services combined • New York
TRUST PREFERRED CAPITAL SECURITIES UNDERWRITING AGREEMENT NORTHWESTERN CAPITAL FINANCING I c/o Northwestern Corporation 125 S. Dakota Avenue, Suite 1100 Sioux Falls, South Dakota 57104 NORTHWESTERN CORPORATION 125 S. Dakota Avenue, Suite 1100 Sioux...Underwriting Agreement • November 17th, 1998 • Northwestern Corp • Electric & other services combined • New York
AGREEMENT ---------Warrant Amendment • September 23rd, 1998 • Northwestern Corp • Electric & other services combined
COMMERCIAL PAPER DEALER AGREEMENT between NORTHWESTERN CORPORATION D/B/A NORTHWESTERN ENERGY, as Issuer and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as DealerCommercial Paper Dealer Agreement • February 14th, 2011 • Northwestern Corp • Electric & other services combined • New York
This agreement (the “Agreement”) sets forth the understandings between the Issuer and the Dealer, each named on the cover page hereof, in connection with the issuance and sale by the Issuer of its short-term promissory notes (the “Notes”) through the Dealer.
NORTHWESTERN CORPORATION and LaSalle Bank National Association, as Rights Agent RIGHTS AGREEMENT Dated as of December 5, 2005Rights Agreement • December 7th, 2005 • Northwestern Corp • Electric & other services combined • Delaware
This Agreement supersedes any prior contract, agreement or understanding, whether oral or written, relating to the subject matter of this Agreement.
100,000,000 CREDIT AGREEMENT among NORTHWESTERN CORPORATION, as Borrower, The Several Lenders from Time to Time Parties Hereto, MIZUHO BANK, LTD., BMO CAPITAL MARKETS CORP. and KEYBANK NATIONAL ASSOCIATION as Joint Lead Arrangers, BMO CAPITAL MARKETS...Credit Agreement • November 3rd, 2022 • Northwestern Corp • Electric & other services combined • New York
THIS CREDIT AGREEMENT, dated as of October 28, 2022, among NORTHWESTERN CORPORATION d/b/a NORTHWESTERN ENERGY, a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), and MIZUHO BANK, LTD., as administrative agent.
FORM OFPreferred Securities Guarantee Agreement • July 12th, 1999 • Northwestern Corp • Electric & other services combined • New York
NORTHWESTERN CORPORATION Shares of Common Stock (par value $0.01 per share) EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • April 25th, 2012 • Northwestern Corp • Electric & other services combined • New York
250,000,000 AMENDED AND RESTATED CREDIT AGREEMENT among NORTHWESTERN CORPORATION, as Borrower,Credit Agreement • July 7th, 2009 • Northwestern Corp • Electric & other services combined • New York
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June [ ], 2009, among NORTHWESTERN CORPORATION, a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”),BANC OF AMERICA SECURITIES LLC as Lead Arranger (the “Arranger”), JPMORGAN CHASE BANK, N.A., as syndication agent (the “Syndication Agent”), UNION BANK, N.A. and U.S. BANK, N.A., as Co-Documentation Agents, and BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”).
EXHIBIT 1.1 ----------- NORTHWESTERN CORPORATION (a Delaware corporation) 3,200,000 Shares of Common Stock PURCHASE AGREEMENT Dated: October 10, 2001 Table of Contents PURCHASE AGREEMENT SECTION 1. Representations and Warranties . . . . . . . . . . ....Purchase Agreement • October 12th, 2001 • Northwestern Corp • Electric & other services combined • New York
NorthWestern Corporation Executive Retirement/Retention Program Restricted Share Unit Award Agreement (Granted Under the Amended and Restated Equity Compensation Plan)Restricted Share Unit Award Agreement • December 20th, 2021 • Northwestern Corp • Electric & other services combined • Delaware
The Executive Retirement/Retention Program is designed to provide the executives of NorthWestern Corporation (together with its subsidiaries, the “Company”) with a reward for their years of service with the Company when they retire. This program is in lieu of a comprehensive supplemental retirement/pension plan for executives as provided by other companies, as well as a retention incentive to continue their employment with, and to advance the interests of, the Company. This award to Grantee will be governed by this Agreement and the Company's Amended and Restated Equity Compensation Plan (the “Plan”).
300,000,000 AMENDED AND RESTATED CREDIT AGREEMENT among NORTHWESTERN CORPORATION, as Borrower, The Several Lenders from Time to Time Parties Hereto,Credit Agreement • July 27th, 2011 • Northwestern Corp • Electric & other services combined • New York
THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS AND PROVISIONS OF THE CREDIT AGREEMENT REFERRED TO BELOW. TRANSFERS OF THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF SUCH CREDIT AGREEMENT.
FORM T-1Trust Indenture • July 12th, 1999 • Northwestern Corp • Electric & other services combined
Dear Sirs, The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the transaction entered into between us on the Trade Date specified below (the “Transaction”). This Confirmation constitutes a...Confirmation • November 19th, 2021 • Northwestern Corp • Electric & other services combined • New York
(ii)If Counterparty delivers any Restricted Shares in respect of the Transaction, Counterparty agrees that (i) such Shares may be transferred by and among Dealer and its affiliates and (ii) after the minimum “holding period” within the meaning of Rule 144(d) under the Securities Act has elapsed after the applicable Settlement Date, Counterparty shall (so long as Dealer or any such affiliate is not an “affiliate” of Counterparty within the meaning of Rule 144 under the Securities Act) promptly remove, or cause the transfer agent for the Shares to remove, any legends referring to any transfer restrictions from such Shares upon delivery by Dealer (or such affiliate of Dealer) to Counterparty or such transfer agent of any seller’s and broker’s representation letters customarily delivered by Dealer or its affiliates in connection with resales of restricted securities pursuant to Rule 144 under the Securities Act, each without any further requirement for the delivery of any certificate, cons
COMPREHENSIVE EMPLOYMENT AGREEMENT AND EQUITY PARTICIPATION PROGRAM FOR KIPP D. ORME MARCH 1, 2001 ============================================================ ==================== AGREEMENTComprehensive Employment Agreement • December 14th, 2001 • Northwestern Corp • Electric & other services combined • Delaware
400,000,000 THIRD AMENDED AND RESTATED CREDIT AGREEMENT among NORTHWESTERN CORPORATION, as Borrower, The Several Lenders from Time to Time Parties Hereto,Credit Agreement • December 16th, 2016 • Northwestern Corp • Electric & other services combined
NORTHWESTERN CORPORATION TO THE BANK OF NEW YORK MELLON (formerly The Bank of New York) AND BEATA HARVIN As Trustees under Mortgage and Deed of Trust, dated as of October 1, 1945, with NorthWestern Corporation THIRTY-NINTH SUPPLEMENTAL INDENTURE...Supplemental Indenture • September 20th, 2019 • Northwestern Corp • Electric & other services combined
THIS THIRTY-NINTH SUPPLEMENTAL INDENTURE, dated as of September 1, 2019, between NORTHWESTERN CORPORATION, a corporation duly incorporated and existing under the laws of the State of Delaware (hereinafter called the “Company”), having its principal office at 3010 West 69th Street, Sioux Falls, South Dakota, 57108, and THE BANK OF NEW YORK MELLON (formerly The Bank of New York) (hereinafter called the “Corporate Trustee”), a corporation of the State of New York, whose principal corporate trust office is located at 240 Greenwich Street, 7E, New York, New York, 10286 (successor to MORGAN GUARANTY TRUST COMPANY OF NEW YORK (formerly Guaranty Trust Company of New York)), and BEATA HARVIN, whose post office address is c/o The Bank of New York Mellon, 240 Greenwich Street, 7E, New York, New York, 10286 (successor to Arthur E. Burke, Karl R. Henrich, H.H. Gould, R. Amundsen, P.J. Crowley, W.T. Cunningham, Douglas J. MacInnes, MaryBeth Lewicki, Ming Ryan and Philip L. Watson) (said Beata Harvin
TOSupplemental Indenture • February 10th, 2003 • Northwestern Corp • Electric & other services combined
SECOND AMENDED AND RESTATED CREDIT AGREEMENT among NORTHWESTERN CORPORATION, as Borrower, The Several Lenders from Time to Time as Parties Hereto, BOFA SECURITIES, INC., MIZUHO BANK, LTD. and U.S. BANK NATIONAL ASSOCIATION as Joint Lead Arrangers,...Credit Agreement • December 5th, 2023 • Northwestern Corp • Electric & other services combined • New York
Granted Under the Amended and Restated Equity Compensation Plan)Performance Unit Award Agreement • February 15th, 2019 • Northwestern Corp • Electric & other services combined • Delaware
The long-term incentive program is designed to provide eligible employees of NorthWestern Corporation (together with its subsidiaries, the “Company”) with a reward for their service with the Company for the Performance Period January 1, 2019, through December 31, 2021, and to award Grantee a certain number of Performance Units (“Performance Units”). This program provides eligible employees an incentive to continue their employment with, and to advance the interests of, the Company during and following the Performance Period. This award to Grantee will be governed by this Agreement and the Company's Amended and Restated Equity Compensation Plan (the “Plan”).
