AGREEMENT AND PLAN OF MERGER among BABCOCK & BROWN INFRASTRUCTURE LIMITED, BBI US HOLDINGS PTY LTD., BBI US HOLDINGS II CORP., BBI GLACIER CORP. and NORTHWESTERN CORPORATION Dated as of April 25, 2006Merger Agreement • May 1st, 2006 • Northwestern Corp • Electric & other services combined • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 25, 2006, is among Babcock & Brown Infrastructure Limited, an Australian public company with company number ACN 100 364 234 (“Parent”), BBI US Holdings Pty Ltd., an Australian Company with company number ACN 119 325 950 and a direct wholly-owned subsidiary of Parent (“Holding Company”), BBI US Holdings II Corp., a Delaware corporation and direct wholly-owned subsidiary of Holding Company (“Holdings”), BBI Glacier Corp., a Delaware corporation and direct wholly-owned subsidiary of Holdings (“Sub”), and Northwestern Corporation, a Delaware corporation (the “Company”).
