0000912057-02-002180 Sample Contracts

WAIVER AND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • January 22nd, 2002 • Cornerstone Propane Partners Lp • Retail-retail stores, nec • New York

WAIVER AND AMENDMENT TO CREDIT AGREEMENT, dated as of January 18, 2002 (this "Waiver and Amendment"), among CORNERSTONE PROPANE, L.P., a Delaware limited partnership (the "Borrower"), NORTHWESTERN CORPORATION, a Delaware corporation (the "Guarantor"), the several banks and other financial institutions from time to time party hereto (each, a "Lender" and, collectively, the "Lenders"), CREDIT SUISSE FIRST BOSTON, as Administrative Agent (in such capacity the "Administrative Agent"), and CREDIT SUISSE FIRST BOSTON, CIBC INC. and BARCLAYS CAPITAL, as Co-Arrangers (each a "Co-Arranger" and, collectively, the "Co-Arrangers").

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