FIRST SUPPLEMENTAL LOAN AGREEMENT BETWEEN CITY OF FORSYTH, ROSEBUD COUNTY, MONTANA AND THE MONTANA POWER COMPANYFirst Supplemental Loan Agreement • April 16th, 2003 • Northwestern Corp • Electric & other services combined • Montana
This FIRST SUPPLEMENTAL LOAN AGREEMENT, dated as of September 21, 2001, between the City of Forsyth, Rosebud County, Montana, a municipal corporation and political subdivision organized and existing under the Constitution and laws of the State of Montana (the "Issuer") and The Montana Power Company, a Montana corporation (the "Company"), amends the Loan Agreement, dated as of December 1, 1993, between the Issuer and the Company (the "Loan Agreement").
ASSUMPTION AGREEMENT (QUIPs GUARANTEE)Assumption Agreement • April 16th, 2003 • Northwestern Corp • Electric & other services combined • New York
This Assumption Agreement (QUIPs Guarantee) (this "Assumption Agreement") is made and entered into as of November 15, 2002 between Northwestern Energy, L.L.C., a Montana limited liability company ("Assignor", formerly known as The Montana Power, L.L.C., successor by merger to The Montana Power Company ("MPC")), and NorthWestern Corporation, a Delaware corporation ("Assignee").
RETIREMENT AGREEMENTRetirement Agreement • April 16th, 2003 • Northwestern Corp • Electric & other services combined • Delaware
This RETIREMENT AGREEMENT (this "Agreement") is effective as of the 31st day of December, 2002 (the "Effective Date"), between NorthWestern Corporation, a Delaware corporation (the "Company"), and Merle D. Lewis ("Executive").
MPC NATURAL GAS FUNDING TRUST TRUST AGREEMENT dated as of December 11, 1998 AMONG PATRICK CORCORAN and ELLEN SENECHAL, as BENEFICIARY TRUSTEES, WILMINGTON TRUST COMPANY, as ISSUER TRUSTEE, DELAWARE TRUSTEE and INDEPENDENT TRUSTEE and THE MONTANA POWER...Trust Agreement • April 16th, 2003 • Northwestern Corp • Electric & other services combined
TRUST AGREEMENT dated as of December 11, 1998 among The Montana Power Company, a Montana corporation, as Grantor and Owner, Wilmington Trust Company, a Delaware banking corporation, as Issuer Trustee, Delaware Trustee and Independent Trustee, and Patrick Corcoran, an individual, and Ellen Senechal, an individual, as Beneficiary Trustees.
LOAN AGREEMENT between CITY OF FORSYTH, ROSEBUD COUNTY, MONTANA and THE MONTANA POWER COMPANYNorthwestern Corp • April 16th, 2003 • Electric & other services combined • Montana
ASSIGNMENT AND ASSUMPTION AGREEMENT (NATURAL GAS TRANSITION DOCUMENTS)Assignment and Assumption Agreement • April 16th, 2003 • Northwestern Corp • Electric & other services combined • New York
This Assignment and Assumption Agreement (Natural Gas Transition Documents) (this "Assignment and Assumption Agreement") is made and entered into as of November 15, 2002 between NorthWestern Energy, L.L.C. ("Assignor", formerly known as The Montana Power, L.L.C. ("MPLLC"), successor by merger to the remaining utility business of The Montana Power Company ("MPC")), and NorthWestern Corporation ("Assignee").
ASSUMPTION AGREEMENT February 13, 2002Northwestern Corp • April 16th, 2003 • Electric & other services combined
As required by Section 6.01 of the Loan Agreement, such Loan Agreement between the City of Forsyth, Rosebud County, Montana and the Company dated as of December 1, 1993 (as amended and supplemented by the First Supplemental Loan Agreement dated September 21 2001, the "Loan Agreement"), MPC LLC hereby assumes and agrees to fully perform and satisfy, as successor to the Company, all obligations, liabilities and covenants of the Company under the following agreements and instruments:
ASSIGNMENT AND ASSUMPTION AGREEMENT (QUIPs AGREEMENTS)Assignment and Assumption Agreement • April 16th, 2003 • Northwestern Corp • Electric & other services combined • New York
This Assignment and Assumption Agreement (QUIPs Agreements) (this "Assignment and Assumption Agreement") is made and entered into as of November 15, 2002 between Northwestern Energy, L.L.C., a Montana limited liability company ("Assignor", formerly known as The Montana Power, L.L.C., successor by merger to The Montana Power Company ("MPC")), and NorthWestern Corporation, a Delaware corporation ("Assignee").
TRANSITION PROPERTY SERVICING AGREEMENT between MPC NATURAL GAS FUNDING TRUST, as Issuer and THE MONTANA POWER COMPANY, as Servicer Dated as of December 22, 1998Northwestern Corp • April 16th, 2003 • Electric & other services combined • New York
TRANSITION PROPERTY SERVICING AGREEMENT dated as of December 22, 1998, between MPC Natural Gas Funding Trust, a special purpose Delaware statutory business trust (the "Issuer"), and The Montana Power Company, a Montana corporation, as Servicer (the "Servicer").
NORTHWESTERN CAPITAL PARTNERS LLC LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • April 16th, 2003 • Northwestern Corp • Electric & other services combined • Delaware
This LIMITED LIABILITY COMPANY AGREEMENT of NorthWestern Capital Partners LLC (the "Company"), is entered into and made effective as of September 30, 1999 by and among NorthWestern Growth Corporation, a Delaware corporation, as Managing Member ("NGC" or the "Managing Member"), those Members of the Company set forth on Schedule 2 hereto, and such other parties which may be admitted to the Company as Members after the date hereof in accordance with the terms hereof.
PUT OPTION AGREEMENTPut Option Agreement • April 16th, 2003 • Northwestern Corp • Electric & other services combined • Delaware
THIS PUT OPTION AGREEMENT (this "Agreement") is entered into and made effective as of September 30, 1999 by and among NorthWestern Growth Corporation, a South Dakota corporation ("NGC" and, along with permitted assignees, "Optionor"), the member named below, a natural person resident in the State of South Dakota (along with permitted assigns, "Optionee"), and, with respect to Section 8, NorthWestern Capital Partners LLC, a Delaware limited liability company (the "Company").
FINANCING AGREEMENT by and among BLUE DOT SERVICES, INC., THE BORROWERS LISTED ON THE SIGNATURE PAGES HEREOF and U.S. BANK, NATIONAL ASSOCIATION and VARIOUS OTHER FINANCIAL INSTITUTIONS LISTED ON THE SIGNATURE PAGES HEREOF and U.S. BANK, NATIONAL...Financing Agreement • April 16th, 2003 • Northwestern Corp • Electric & other services combined
Financing Agreement, dated as of the 30th day of August, 2002, by and among Blue Dot Services Inc., a Delaware corporation, as agent for the Borrowers (as hereinafter defined) (in such capacity, the "Borrowing Agent"), the borrowers listed on the signature pages hereof (each a "Borrower" and collectively, the "Borrowers"), U.S. Bank, National Association, a national banking association ("U.S. Bank"), and various other financial institutions listed on the signature pages hereof and their respective successors and Eligible Assignees (U.S. Bank and such other financial institutions are each a "Bank" and collectively, the "Banks"), and U.S. Bank, as agent for the Banks (in such capacity, the "Agent").
THIRD AMENDMENT TO CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • April 16th, 2003 • Northwestern Corp • Electric & other services combined • New York
THIRD AMENDMENT TO CREDIT AND SECURITY AGREEMENT (this "Third Amendment"), dated as of March 5, 2003 (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.
ASSUMPTION AGREEMENT February 13, 2002Northwestern Corp • April 16th, 2003 • Electric & other services combined
As required by Section 6.01 of the Loan Agreement, such Loan Agreement between the City of Forsyth, Rosebud County, Montana and the Company, dated as of May 1, 1993 (as amended and supplemented by the First Supplemental Loan Agreement dated September 21, 2001, the "Loan Agreement"), MPC LLC hereby assumes and agrees to fully perform and satisfy, as successor to the Company, all obligations, liabilities and covenants of the Company under the following agreements and instruments:
FIRST SUPPLEMENTAL LOAN AGREEMENT BETWEEN CITY OF FORSYTH, ROSEBUD COUNTY, MONTANA AND THE MONTANA POWER COMPANYFirst Supplemental Loan Agreement • April 16th, 2003 • Northwestern Corp • Electric & other services combined • Montana
THIS FIRST SUPPLEMENTAL LOAN AGREEMENT, dated as of September 21, 2001, between the City of Forsyth, Rosebud County, Montana, a municipal corporation and political subdivision organized and existing under the Constitution and laws of the State of Montana (the "Issuer") and The Montana Power Company, a Montana corporation (the "Company"), amends the Loan Agreement, dated as of May 1, 1993, between the Issuer and the Company (the "Loan Agreement").
TRANSITION PROPERTY PURCHASE AND SALE AGREEMENT between MPC NATURAL GAS FUNDING TRUST Issuer and THE MONTANA POWER COMPANY Seller Dated as of December 22, 1998Transition Property Purchase and Sale • April 16th, 2003 • Northwestern Corp • Electric & other services combined • Montana
AGREEMENT dated as of December 22, 1998, between MPC NATURAL GAS FUNDING TRUST, a special purpose Delaware statutory business trust (the "Issuer"), and THE MONTANA POWER COMPANY, a Montana corporation, as Seller (the "Seller").
ASSIGNMENT AND ASSUMPTION AGREEMENT (PCRB 1993B LOAN AGREEMENT)Assignment and Assumption Agreement • April 16th, 2003 • Northwestern Corp • Electric & other services combined • Montana
This Assignment and Assumption Agreement (PCRB 1993B Loan Agreement) (this "Assignment and Assumption Agreement") is made and entered into as of November 15, 2002 between NorthWestern Energy, L.L.C. ("Assignor", formerly known as The Montana Power, L.L.C., successor to the Montana Pollution Control Revenue Refunding Bonds by merger to The Montana Power Company ("MPC")), and NorthWestern Corporation ("Assignee").
ASSIGNMENT AND ASSUMPTION AGREEMENT (PCRB 1993A LOAN AGREEMENT)Assignment and Assumption Agreement • April 16th, 2003 • Northwestern Corp • Electric & other services combined • Montana
This Assignment and Assumption Agreement (PCRB 1993A Loan Agreement) (this "Assignment and Assumption Agreement") is made and entered into as of November 15, 2002 between NorthWestern Energy, L.L.C. ("Assignor", formerly known as The Montana Power, L.L.C., successor to the Montana Pollution Control Revenue Refunding Bonds by merger to The Montana Power Company ("MPC")), and NorthWestern Corporation ("Assignee").
LOAN AGREEMENT between CITY OF FORSYTH, ROSEBUD COUNTY, MONTANA and THE MONTANA POWER COMPANYLoan Agreement • April 16th, 2003 • Northwestern Corp • Electric & other services combined • Montana
THIS LOAN AGREEMENT, dated as of May 1,1993, between the CITY OF FORSYTH, ROSEBUD COUNTY, MONTANA, a municipal corporation and political subdivision organized and existing under the Constitution and laws of the State of Montana (the "Issuer"), and THE MONTANA POWER COMPANY, a corporation organized and existing under the laws of the State of Montana (the "Company"),
