Free Designated Record on Appeal - District Court of Delaware - Delaware

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE : : : : : : :

In re: NORTHWESTERN CORPORATION, Reorganized Debtor.

Chapter 11

Case No. 03-12872 (KJC)

JOINT DESIGNATION OF ITEMS TO BE INCLUDED IN THE RECORD ON APPEAL AND STATEMENT OF THE ISSUES TO BE PRESENTED ON APPPEAL OF APPELLANTS, MAGTEN ASSET MANAGEMENT CORPORATION AND LAW DEBENTURE TRUST COMPANY OF NEW YORK, AS TRUSTEE

Magten Asset Management Corporation ("Magten") and Law Debenture Trust Company of New York as Indenture Trustee ("Law Debenture", together with Magten, the "Claimants"), the appellants, by and through their undersigned counsel, in connection with their appeal from the Order In Aid of Execution of Plan Directing Transfer Agent to Invest Proceeds Received from Stock Tender Upon Consummation of Merger in Accordance with 11 U.S.C. § 345 (the "Cash-Out Order"), which was entered by the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court") on February 2, 2007 (Docket No. 3575), hereby file this Joint Designation of Items to be Included in the Record on Appeal and Statement of the Issues to be Presented to the United Stated District Court for the District of Delaware.
Designation of Items to be Included in the Record on Appeal Appellant's Exhibits 1 Docket Number 959 Description Motion of Magten Asset Management Corporation for Relief from Stay to Commence Adversary Proceeding Seeking to Avoid Fraudulent Transfer (including all exhibits thereto) Complaint by Magten Asset Management Corporation, Law Debenture Trust Company of New York against Northwestern Corporation

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Notice of Intent of Northwestern Corporation to Utilize 11 U.S.C. § 1129(b) In Connection With the Confirmation of the Debtor's First Amended Plan of Reorganization, As Amended (including all exhibits thereto) Debtor's Motion for an Order (A) Approving Debtor's Second Amended and Restated Disclosure Statement and Summary Disclosure Statement; (B) Establishing Procedures for Limited Resolicitation and Tabulation of Votes on Debtor's Second Amended Plan of Reorganization; (C) Approving the Form and Manner of Notice; and (D) Granting Related Relief (including all exhibits thereto) Memorandum of Law In Support of Confirmation of Debtor's Second Amended and Restated Plan of Reorganization Under Chapter 11 of the Bankruptcy Code (including all exhibits thereto) Offer of Proof and Outline of Evidence in Support of the Adequacy of Debtor's Procedures and Notice in Conjunction with its Second Amended and Restated Plan Of Reorganization Under Chapter 11 of the Bankruptcy Code Response of Magten Asset Management Corporation to the Debtor's Motion for an Order (A) Approving Debtor's Second Amended Disclosure Statement and Summary Disclosure Statement; (B) Establishing Procedures for Limited Resolicitation and Tabulation of Votes on Debtor's Second Amended Plan of Reorganization; (C) Approving the Form and Manner of Notice; and (D) Granting Related Relief Law Debenture Trust Company of New York's Objection to (A) the Debtor's Second Amended and Restated Disclosure Statement and Summary Disclosure Statement; and (B) Proposed Resolicitation Procedures Debtor's Second Amended and Restated Plan of Reorganization under Chapter 11 of the Bankruptcy Code (including all exhibits thereto) Second Amended and Restated Disclosure Statement Pursuant to Section 1125 of the Bankruptcy Code for the Plan of Reorganization of the Debtor (including all exhibits thereto) Exhibits to Second Amended and Restated Disclosure Statement (including all exhibits thereto) Summary Disclosure Statement Pursuant to Section 1125 of the Bankruptcy Code Order (A) Approving the Debtor's Second Amended and Restated Disclosure Statement and Summary Disclosure Statement, (B) Setting a Record Date for Voting Purposes, (C) Authorizing Resolicitation of Votes, (D) Scheduling a Continued Hearing on Confirmation of Second Amended and Restated Plan of Reorganization, (E) Establishing Notice Requirements Regarding the Continued Confirmation Hearing and Approving the Form and Manner of Notice, and (F) Granting Related Relief. Motion Pursuant To Sections 105(a), 363(b) And 502(c) Of The Bankruptcy Code For Estimation Of Claims Of Law Debenture Trust Company Of New York And To Establish Disputed Claim Reserve Filed by NorthWestern Corporation (including all exhibits thereto) Law Debenture Trust Company of New York's Supplemental Objection to Confirmation of Debtor's Second Amended Plan of Reorganization (including all exhibits thereto)

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Magten Asset Management's Supplemental Objection to Confirmation of the Debtor's Second Amended and Restated Plan of Reorganization (including all exhibits thereto) Notice of Filing of Plan Supplement in Connection with Debtor's Second Amended and Restated Plan of Reorganization Under Chapter 11 of the Bankruptcy Code (including all exhibits thereto) Objection of Law Debenture Trust Company of New York to the Debtor's Motion to Estimate the Claims of Law Debenture Trust Company of New York and to Establish Disputed Claim Reserve (including all exhibits thereto) Memorandum of Law in Further Support of Confirmation of Debtor's Second Amended and Restated Plan of Reorganization Under Chapter 11 of the Bankruptcy Code and in Response to Supplemental Objections to Confirmation Notice of Filing of Amended Exhibit A to the Memorandum of Law in Support of Confirmation of Debtor's Second Amended and Restated Plan of Reorganization Under Chapter 11 of the Bankruptcy Code (including all exhibits thereto) Notice of Filing of Plan Supplement in Connection with Debtor's Second Amended and Restated Plan of Reorganization Under Chapter 11 of the Bankruptcy Code (including all exhibits thereto) Transcript of Hearing held on September 15, 2004 before the Honorable Charles G. Case, II Notice of Non-Material Modification to Debtor's Second Amended and Restated Plan of Reorganization under Chapter 11 of the Bankruptcy Code Transcript of Hearing held on October 6, 2004 before the Honorable Charles G. Case, II. Hearing held in Phoenix, Arizona. Order Confirming Debtor's Second Amended and Restated Plan of Reorganization Under Chapter 11 of the Bankruptcy Code. Plan Supplement re: Second Non-Material Modification to Debtor's Second Amended and Restated Plan of Reorganization under Chapter 11 of the Bankruptcy Code Notice of Establishment of Claim Reserve Pursuant to Section 7.5 of Debtor's Second Amended and Restated Plan of Reorganization Under Chapter 11 of the Bankruptcy Code and Paragraph 27 of the Confirmation Order Notice of (A) Entry of Order Confirming the Debtor's Second Amended and Restated Plan of Reorganization Under Chapter 11 of the Bankruptcy Code and (B) Intended Effective Date Transcript of Hearing held on October 8, 2004 before the Honorable Charles G. Case, II. Hearing held in Phoenix, Arizona. Notice of Appeal of Order Approving Memorandum of Understanding filed by Magten Asset Management Corp. Magten's Objection to Debtor's Notice of Establishment of Claim Reserve Pursuant to Section 7.5 of Debtor's Second Amended and Restated Plan of Reorganization Under Chapter 11 of the Bankruptcy Code and Paragraph 27 of the Confirmation Order (including all exhibits thereto) Stipulation and Order Establishing A Disputed Claims Reserve Between NorthWestern Corporation and Law Debenture Trust Company of New York

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Notice of (A) Entry of Order Confirming The Debtor's Second Amended and Restated Plan of Reorganization under Chapter 11 of the Bankruptcy Code and (B) The Occurrence of the Effective Date Order and Stipulation Establishing a Disputed Claims Reserve Signed on 11/03/2004 Transcript of Hearing held on October 25, 2004 before the Honorable Charles G. Case, II. Application for Compensation for Payment of Fees and Expenses Pursuant to Plan of Reorganization Filed by Law Debenture Trust Company of New York, as Indenture Trustee (including all exhbits thereto) Notice of Substantial Consummation of the Debtor's Second Amended and Restated Plan of Reorganization Under Chapter 11 of the Bankruptcy Code Objection of NorthWestern Corporation to the Request of Law Debenture Trust Company of New York for Payment of Fees and Reimbursement of Expenses Pursuant to the Debtor's Plan of Reorganization and Applicable Trust Indenture Affidavit of Karol Denniston in connection with NorthWestern Corporation's Objection to the Request of Law Debenture Trust Company of New York for Payment of Fees and Reimbursement of Expenses Pursuant to the Debtor's Plan of Reorganization and Applicable Trust Indenture Request for Administrative Expenses Pursuant to 11 U.S.C. Section 503 by Law Debenture Trust Company of New York as Successor Trustee for the 8.45% Cumulative Quarterly Income Preferred Securities Series (the "Quips") Transcript of Hearing held on February 10, 2005 before the Honorable John L. Peterson Joint Motion to Approve Settlement Between NorthWestern Corporation, Magten Asset Management Corporation and Law Debenture Trust Company of New York Filed by Magten Asset Management Corp (including all exhibits thereto) Declaration of Gary L. Kaplan (related document 2832) filed by Magten Asset Management Corp (including all exhibits thereto) Plan Committee's Objection To Joint Motion of Magten Asset Management Corporation and Law Debenture Trust Company of New York as Indenture Trustee for Order Pursuant to Rule 9019 of the Federal Rules Of Bankruptcy Procedure (including all exhibits thereto) Objection of Ad Hoc Committee of Class 7 Debtholders to Joint Motion of Magten Asset Management Corporation and Law Debenture Trust Company of New York as Indenture Trustee for Order Pursuant to Rule 9019 of the Federal Rules of Bankruptcy Procedure Approving a Settlement Between Northwestern Corporation, Magten Asset Management Corporation and Law Debenture Trust Company of New York Northwestern Corporation's Objection to the Joint Motion of Magten Asset Management Corporation and Law Debenture Trust Company of New York as Indenture Trustee for Order Approving Settlement

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Joinder of Cornerstone Propane Operating LLC to Objection of Ad Hoc Committee of Class 7 Debtholders to Joint Motion of Magten Asset Management Corporation and Law Debenture Trust Company of New York as Indenture Trustee for Order Pursuant to Rule 9019 of the Federal Rules of Bankruptcy Procedure Approving a Settlement Between Northwestern Corporation, Magten Asset Management Corporation, and Law Debenture Trust Company of New York Affidavit of Karol Denniston - Related to Debtors Objection to Joint Motion of Magten Asset Management Corporation and Law Debenture Trust Company of New York as Indenture Trustee for Order Approving Settlement (related document 2868) (including all exhibits thereto) Notice of Amendment to Plan Committee By-Laws in Connection with the Debtor's Second Amended and Restated Plan of Reorganization under Chapter 11 of the Bankruptcy Code Joint Reply to the Objections of Northwestern Corporation, the Plan Committee and the Ad Hoc Committee to the Joint Motion for an Order Pursuant to Rule 9019 of the Federal Rules of Bankruptcy Procedure Approving a Settlement Between Northwestern Corporation, Magten Asset Management Corporation and Law Debenture Trust Company of New York filed by Law Debenture Trust Company of New York, as Indenture Trustee, and Magten Asset Management Corp Declaration of Gary L. Kaplan (related document 2880) filed by Law Debenture Trust Company of New York, as Indenture Trustee and Magten Asset Management Corp (including all exhibits thereto) Verified Statement Pursuant to Bankruptcy Rule 2019 of Kramer Levin Naftalis & Frankel LLP Filed by Ad Hoc Committee of Class 7 Debtholders Memorandum Opinion Denying Joint Motion of Magten Asset Management Corporation and Law Debenture Trust Company of New York Order Denying Joint Motion of Magten Asset Management Corporation and Law Debenture Trust Company of New York Notice of Appeal filed by Law Debenture Trust Company of New York, as Indenture Trustee and Magten Asset Management Corp Transcript of Hearing held on March 8, 2005 before the Honorable John L. Peterson Appellant Joint Designation of Contents For Inclusion in Record On Appeal filed by Magten Asset Management Corporation and Law Debenture Trust Company of New York, as Indenture Trustee Notice of Allowed Class 9 Claims under the Debtor's Second Amended and Restated Plan of Reorganization under Chapter 11 of the Bankruptcy Code Filed by NorthWestern Corporation Ordered that Exhibits "R" & "S" to the Kaplan Declaration Shall be Removed from the Court's Docket NorthWestern Corporation's Objection to the Request for Payment of Administrative Expenses by Law Debenture Trust Company of New York as Successor Trustee for the 8.45% Cumulative Quarterly Income Preferred Securities Series A Exhibit A to NorthWestern Corporation's Objection to the Request for Payment of Administrative Expenses by Law Debenture Trust Company of New York as Successor Trustee for the 8.45% Cumulative Quarterly Income Preferred Securities Series A

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Objection of Magten Asset Management Corporation to NorthWestern Corporation's Notice of Allowed Class 9 Claims Under the Debtor's Second Amended and Restated Plan of Reorganization Under Chapter 11 of the Bankruptcy Code (including all exhibits thereto) Complaint to Revoke Order of Confirmation Pursuant to Section 1144 of the Bankruptcy Code and Rule 7001(5) of the Federal Rules of Bankruptcy Procedure and for Breach of Fiduciary Duty by Magten Asset Management Corporation and Law Debenture Trust Company of New York Motion for Leave to File a Reply to the Debtor's Objection to the Law Debenture Trust Company of New York's Request for Payment of Fees and Reimbursement of Expenses and Law Debenture Trust Company of New York's Request for Administrative Expenses, filed by Law Debenture Trust Company of New York, as Indenture Trustee (including all exhibits thereto) Order Granting Law Debenture Trust Company of New York's Motion for Leave to File a Reply to the Debtor Objection to the Law Debenture Trust Company of New York's Request for Payment of Fees and Reimbursement of Expenses and Law Debenture Trust Company of New York's Request for Administrative Expenses Transcript of Hearing held on June 15, 2005 before the Honorable John L. Peterson Order Granting in Part and Denying in Part the Request for Payment of Administrative Expenses by Law Debenture Trust Company of New York as Successor Trustee for the 8.45% Cumulative Quarterly Preferred Securities, Series A (The "Quips") Law Debenture Trust Company of New York's Notice of Appeal (including all exhibits thereto) Plan Committee's Motion to Authorize and Direct NorthWestern Corporation to Distribute Surplus Distributions (including all exhibits thereto) Notice of Service re: Amended Notice of Motion to Authorize and Direct NorthWestern Corporation to Distribute Surplus Distributions (including all exhibits thereto) Joinder of Ad Hoc Committee of Class 7 Debtholders to Motion of Plan Committee in Aid of Consummation and Implementation of the Plan for Order Authorizing and Directing NorthWestern Corporation to Distribute Surplus Distributions Verified Supplemental Statement Pursuant to Bankruptcy Rule 2019 of Kramer Levin Naftalis & Frankel LLP Filed by Ad Hoc Committee of Class 7 Debtholders Joint Objection of Magten Asset Management Corp. and Law Debenture Trust Company of New York to Motion of the Plan Committee in Aid of Consummation and Implementation of the Plan for Order Authorizing and Directing Northwestern Corporation to Distribute Surplus Distributions (including all exhibits thereto) NorthWestern Corporation's Response to Motion of Plan Committee in Aid of Consummation and Implementation of the Plan for Order Authorizing and Directing NorthWestern Corporation to Distribute Surplus Distributions

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Plan Committee's Motion for Leave to File an Omnibus Reply to (I) Joint Objection of Magten Asset Management Corporation and Law Debenture Trust Company and (II) NorthWestern Corporation's Response to Motion of Plan Committee In Aid of Consummation and Implementation of the Plan for Order Authorizing and Directing Northwestern Corporation to Distribute Surplus Distributions (including all exhibits thereto) Dennis A. Meloro's Certification of Counsel Seeking Entry of Order with Respect to Motion of the Plan Committee in Aid of Consummation and Implementation of the Plan for Order Authorizing and Directing NorthWestern Corporation to Distribute Surplus Distributions, Filed by NorthWestern Corporation (including all exhibits thereto) Letter from Elio Battista, Jr. on behalf of Magten Asset Management Corporation to the Honorable John L. Peterson, dated February 2, 2006, Responding to NorthWestern's submission of a proposed form of Order denying the Plan Committee's Motion in Aid of Consummation and Implementation of the Plan for Order Authorizing and Directing NorthWestern Corporation to Distribute Surplus Distributions (including all exhibits thereto) Transcript of Hearing held on January 11, 2006 before the Honorable John L. Peterson Order Denying Motion of the Plan Committee in Aid of Consummation and Implementation of the Plan for Order Authorizing and Directing NorthWestern Corporation to Distribute Surplus Distributions Plan Committee's Notice of Appeal (including all exhibits thereto) Ad Hoc Committee of Class 7 Debtholders' Notice of Appeal (including all exhibits thereto) Memorandum Opinion Issued from District Court Affirming the Order of the Bankruptcy Court Dated 3/10/2005 Denying Appellant's Rule 9019 Motion Order (Issued From District Court) Affirming the Order of the Bankruptcy Court from 3/10/2005 Denying Appellant's Rule 9019 Motion Memorandum Opinion (Issued from District Court) Granting (i) NorthWestern's Motion to Dismiss the Consolidated Appeals of the Appellant; and (ii) For Leave to Submit an Opening Brief in Excess of 40 pages Order (Issued from District Court) Granting (i) NorthWestern's Motion to Dismiss the Consolidated Appeals of the Appellant; and (ii) For Leave to Submit an Opening Brief in Excess of 40 pages Reorganized NorthWestern's Motion to Approve Order in Aid of Execution of Confirmed Plan of Reorganization Pursuant to 11 U.S.C. Sections 105(a) and 1142(b) and Rule 3020(d) of the Bankruptcy Rules (including all exhibits thereto) Plan Committee's Limited Objection to Reorganized NorthWestern's Motion Seeking Entry of an Order in Aid of Execution of Confirmed Plan of Reorganization (including all exhibits thereto) Affidavit of Service re: Reorganized NorthWestern's Motion to Approve Order in Aid of Execution of Confirmed Plan of Reorganization Notice of Adjourned/Rescheduled Hearing Filed by NorthWestern Corporation Notice of Service re: Magten Asset Management Corporation's and Law Debenture Trust Company of New York's Request for Production of Documents for NorthWestern Corporation (including all exhibits thereto)

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Notice of Service re: Magten Asset Management Corporation's and Law Debenture Trust Company of New York's Notice of Deposition of NorthWestern Corporation's Employee Michael J. Hanson (including all exhibits thereto) Notice of Service of Magten Asset Management Corporation's and Law Debenture Trust Company of New York's Subpoena to LaSalle Bank, N.A. (including all exhibits thereto) Reorganized NorthWestern Corporation's Motion for Protective Order with Respect to Discovery Requests Associated with the Motion Seeking Entry of Order in Aid of Execution of Confirmed Plan of Reorganization (including all exhibits thereto) Reorganized NorthWestern Corporation's Motion for Expedited Consideration of its Motion for Protective Order with Respect to Discovery Requests Associated with the Motion Seeking Entry of Order in Aid of Execution of Confirmed Plan of Reorganization (including all exhibits thereto) Order Granting Reorganized NorthWestern Corporation's Motion for Expedited Consideration of its Motion for a Protective Order With Respect to Discovery Requests Associated With its Motion Seeking Entry of an Order in Aid of Execution of Confirmed Plan of Reorganization Dennis A. Meloro's Certificate of Service re: Reorganized NorthWestern Corporation's Motion for Protective Order and Motion for Expedited Consideration of its Motion for Protective Order Elizabeth C. Thomas' Affidavit of Service re: Order Granting Reorganized NorthWestern Corporation's Motion for Expedited Consideration of its Motion for a Protective Order With Respect to Discovery Requests Associated With its Motion Seeking Entry of an Order in Aid of Execution of Confirmed Plan of Reorganization Joint Objection of Magten Asset Management Corp. and Law Debenture Trust Company of New York to Reorganized NorthWestern's Motion Pursuant to 11 U.S.C. 105(a) and 1142(b), and Rule 3020(d) of the Bankruptcy Rules, Seeking Entry of an Order in Aid of Execution of Confirmed Plan of Reorganization (including all exhibits thereto) Objection of Magten Asset Management Corporation and Law Debenture Trust Company of New York to the Motion by NorthWestern Corporation for a Protective Order and the Motion to Quash the Subpoena Issued on LaSalle Bank Notice of Service of Filing of Motion to Quash Subpoena Issued in Another District Filed by NorthWestern Corporation (including all exhibits thereto) Notice of Adjourned/Rescheduled Hearing Filed by NorthWestern Corporation Affidavit/Declaration of Service Re: Notice of Service of Filing of Motion to Quash Subpoena Issued in Another District Filed by NorthWestern Corporation Affidavit/Declaration of Service Re: Notice of Adjourned/Rescheduled Hearing Filed by NorthWestern Corporation Reorganized NorthWestern's Reply to the Joint Objection of Magten Asset Management Corporation and Law Debenture Trust Company of New York to the Motion Seeking Entry of an Order in Aid of Execution of Confirmed Plan of Reorganization

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Affidavit/Declaration of Service Re: Reply to the Joint Objection of Magten Asset Management Corporation and Law Debenture Trust Company of New York to the Motion Seeking Entry of an Order in Aid of Execution of Confirmed Plan of Reorganization Filed by NorthWestern Corporation Minutes of Hearing held on 02/01/2007 (including all exhibits thereto) Order Granting Reorganized NorthWestern Corporation's Motion for Protective Order With Respect to Discovery Requests Associated with its Motion Seeking Entry of an Order in Aid of Execution of Confirmed Plan of Reorganization Order In Aid of Execution of Plan Directing Transfer Agent to Invest Proceeds Received from Stock Tender Upon Consummation of Merger in Accordance With 11 U.S.C. Section 345 Affidavit/Declaration of Service filed by NorthWestern Corporation Emergency Motion of Magten Asset Managment Corporation and Law Debenture Trust Company of New York for a Stay Pending Appeal of Order in Aid of Execution of Plan of Reorganization (including all exhibits thereto and Declaration of John W. Brewer) Motion to Shorten Time Re: Emergency Motion of Magten Asset Management Corporation and Law Debenture Trust Company of New York for a Stay Pending Appeal of Order in Aid of Execution of Plan of Reorganization (including all exhibits thereto) Transcript of Hearing held on February 1, 2007, before the Honorable Kevin J. Carey Notice of Appeal Filed by Magten Asset Management Corporation (including all exhibits thereto) Receipt of filing fee for Notice of Appeal Order Granting Motion of Magten Asset Management Corporation and Law Debenture Trust Company of New York for an Expedited Hearing on and to Shorten Notice Period of Motion for Stay Pending Appeal Brief in Opposition to Emergency Motion of Magten Asset Management Corporation and Law Debenture Trust Company for a Stay Pending Appeal of Order in Aid of Execution of Plan of Reorganization Declaration of Jesse H. Austin, III in Support of Brief in Opposition to Emergency Motion of Magten Asset Management Corporation and Law Debenture Trust Company for a Stay Pending Appeal of Order in Aid of Execution of Plan of Reorganization (including all exhibits thereto) Joinder of the Plan Committee in Support of Northwestern Corporation's Objection to Emergency Motion of Magten Asset Management Corporation for a Stay Pending Appeal of Order in Aid of Execution of Plan of Reorganization Order Denying Emergency Motion of Magten Asset Managment Corporation and Law Debenture Trust Company of New York for a Stay Pending Appeal of Order in Aid of Execution of Plan of Reorganization Transcript of Hearing held on February 20, 2007, before the Honorable Kevin J. Carey

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Case No. 0453324, docket no. 1 Case No. 0453324, docket no. 25 Case No. 0453324, docket no. 27 Case No. 0453324, docket no. 70 Dist. Ct. Case No. 05-209, docket no. 13 Dist. Ct. Case No. 05-209, docket no. 14 Dist. Ct. Case No. 05-209, docket no. 15 Dist. Ct. Case No. 05-209, docket no. 16 Dist. Ct. Case No. 05-209, docket no. 18 Dist. Ct. Case No. 05-209, docket no. 20 Dist. Ct. Case No. 06-157, docket no. 13 Dist. Ct. Case No. 06-157, docket no. 16 Dist. Ct. Case No. 06-157, docket no. 17 Dist. Ct. Case No. 06-157, docket no. 18 ---

Complaint by Magten Asset Management Corporation, Law Debenture Trust Company of New York against Northwestern Corporation Under Advisement Decision Re: Motion to Dismiss. Signed by The Honorable Charles G. Case, II on August 20, 2004 First Amended Complaint to Avoid the Transfer of Assets of Clark Fork and Blackfoot LLC (f/k/a Northwestern Energy LLC) to Northwestern Corporation Amended Answer, Affirmative Defenses and Withdrawal of Counterclaims to First Amended Complaint, Other than Objection to the QUIPS Litigation Claim (As Defined Herein) Appellant's Brief by Magten Asset Management Corp. and Law Debenture Trust Company of New York (including all exhibits thereto) Appellant's Brief Appendix of Exhibits in Support of Opening Brief of Appellants by Magten Asset Management Corp., Law Debenture Trust Company of New York (including all exhibits thereto) Appellee Brief filed by Plan Committee (including all exhibits thereto)

Appendix of Exhibits in support of Appellee Brief by Plan Committee (including all exhibits thereto) Appellee Brief filed by NorthWestern Corp. (including all exhibits thereto)

Appellant's Reply Brief filed by Magten Asset Management Corp. (including all exhibits thereto) Appellant's Brief by Plan Committee (including all exhibits thereto)

Appellee's Brief by Law Debenture Trust Company of New York and Magten Asset Management Corp. Appellee's Brief filed by NorthWestern Corp.

Appellant's Reply Brief by Plan Committee (including all exhibits thereto)

Proof of Claim filed by Magten Asset Management Corporation Proof of Claim filed by Law Debenture Trust Company of New York

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Statement of the Issues to be Presented on Appeal 1. Whether the Bankruptcy Court's entry of an order that permits NorthWestern

Corporation ("NorthWestern"), the reorganized debtor, to distribute cash to Claimants on account of their claims instead of shares of New Common Stock as explicitly required by the Plan was an error because it (i) unlawfully modified a substantially consummated plan and (ii) violated section 1123(a)(4) of the Bankruptcy Code by permitting disparate treatment between the various claimants in Class 9. 2. Whether the Bankruptcy Court erred in failing to address that NorthWestern was

judicially estopped from arguing that cash in lieu of stock may be placed in the Disputed Claims Reserve to satisfy the claims of Magten and the Non-Accepting QUIPS, when NorthWestern knowingly and willfully has taken an irreconcilable and wholly inconsistent position from its previous assertion that the claims of Magten and the Non-Accepting QUIPS can only be satisfied with shares of NorthWestern's New Common Stock absent a Plan amendment. Dated: February 20, 2007 BLANK ROME LLP /s/ David W. Carickhoff, Jr. Bonnie Glantz Fatell (DE No. 3809) David W. Carickhoff, Jr. (DE No. 3715) 1201 Market Street, Suite 800 Wilmington, DE 19801 Telephone: (302) 425-6400 -and ­ FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP Bonnie Steingart, Esq. Gary L. Kaplan, Esq. One New York Plaza New York, NY 10004 Telephone: (212) 859-8000 Counsel for Magten Asset Management Corporation 11
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-and ­ SMITH, KATZENSTEIN & FURLOW, LLP

/s/ Kathleen M. Miller Kathleen M. Miller (DE No. 2898) 800 Delaware Avenue, 7th Floor P.O. Box 410 Wilmington, DE 19899 Courier 19801 Telephone: (302) 652-8400 ­ and ­ NIXON PEABODY LLP Amanda D. Darwin, Esq. John V. Snellings, Esq., Lee Harrington, Esq. (DE No. 4046) Nixon Peabody LLP 100 Summer Street Boston, MA 02110 Telephone: (617) 345-1000 Counsel for Law Debenture Trust Company of New York

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