Free Affidavit - District Court of Delaware - Delaware

Q: Case 1:04-cv-01494-JJF Document 247-37 Filed 11/30/2007 Page1 0f 3

i Case 1:04-cv-01494-JJF Document 247-37 Filed 11/30/2007 Page 2 of 3
¤ EXECEJYEON XFERSIGN
CEFFECERS CER`?iFiC&'i"E
Bored: Noventner EGG?
ine undersigned hereby certines tent he is the dnt; eieete-ri end seting eresieesr and
Chief E: ijionnerigx iotown ss Yee Montana Power! LLC., successor by merger to Hee Monroe-zi Fewer
Cornjoeny (”`i_’\5L§Q_"§ end ?residenz and CES of i\Eortn` Corporation, e Qeiawsre eornorstion zf"Nortnt¥s’estern"), sind is an Authorized Officer, es denned
in the Indenture, dated es of Neverneer 1, @96, between MPC, e co-spore-tion formed tender the
laws of the State of Montana, end The Esnie of New York, as trustee {the "Trustee"}, ss
sopniemented by the First Sisppiexnentai Indenture, dated es of Februar}: EE, 2992, end the
Second Supntementei Indenture, dated as of August E3, EQU}., by and between Northwestent
Energy and the Trustee Qtxoiiectiveiy, ine "Indentnre"). He has read end is fzztriiiiar with the
covenants and conditions contained in the nrovisions in Articies E i and 12 of the indenture, the
covenants and condi-tions provided for in the indenture with respect to eonepiience with which
this oertiticete is mede, end the definitions in the Inctentttre retating thereto and has exernineé the
various eeniiicetes end instrornents prepared in eornpiisnce with said covenants and conditions,
es weii es the Asset and Stock Transfer Agreement, dated es of November 15, 2002; between
Northwestern Corporation, e Delaware corporation (`°Norttt*$x’estern"), reieting to the transfer of
substantially eil of the assets ot`NorthWestem Energy to, and the assumption of substantieliy ali
ot the iiabitities of ?~€ortit‘v\r’estern Energy by ?~Eor€nWestern (tire "Trense.ction"}, end, es to certain
feotuei matters, iniorrnstion with resgeet to which is in the possession of NortnW`estei·n Energy,
or received tron; other officer or officers of No·rthWestetn Energy, end, in the opinion of the
undersigned, he has made such examination and investigation es is necessary to eriebie him to
express an informed opinion es to whether or not such covenants and conditions hav been
compiied with and? in the opinion of the undersigned, starch covenrtnts and conditions have been
complied with) He further certities that .
1. The Transaction com-piies wi-tn Articie ll of the indenture and aii conditions
precedent in the Indenture {including zany covenants eornpi-ienoe with tvtiich constitutes ti
condition precedent) as they reiate to the Transaction have been compiied with
2. ?i1e Third Stipnlernentai Indenttire, dated as oi November 15, ESO? between
Norttiwestem and the Trustee (the **3 r1pp{ern_eri_t"§, complies with Artiete i E ofthe Indenture and
nit conditions precedent provzded for in the Indenture es they reiete to the Supplernent tinetttriing
any covenants cornpiience with which constitutes ti conditio·n precedent), incttading the execution
anti delivery of the Suppiemerit oy the parties thereto: have eeen oompiied with and the
execution of the Soppieznent is authorized or perrnitteci the indenture.
{Signature ?age to Foiiowj
>ér5$si2¢»»o$>.¥
Confioenties Moetossavs

Case 1:04-cv-01494-JJF Document 247-37 Filed 11/30/2007 Page 3 013
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