Free Affidavit - District Court of Delaware - Delaware

Case 1:04-cv-01494-JJF Document 241-22 Filed 11/30/2007 Page1 013

Case 1:04-cv-01494-JJF Document 241-22 Filed 11/30/2007 Page 2 of 3
EXECUTION VERSION
‘ OFFICER’S CERTIFICATE I
Dated; November I5, 2002
The undersigned. hereby certifies that he is the duly elected and acting President and
Chief Executive Officer of NorthWestem Energy, L.L.C.—, a Montana limited liability company
V (formerly known as The Montana Power, L.L.C., successor by merger to The Montana Power
E Company ("M_I£") and President and CEO of NorthWestern Energy Division of NorthWestem
V . Corporation, a Delaware corporation ("NorthWestern"), and is an Authorized Officer, as defined
_ in the Indenture, dated as of November I, 1996, between MPC, a corporation forrned under the .
laws of the State of Montana, and The Bank of New York, as trustee (the "Trustee"), as
Q supplemented by the First Supplemental Indenture, dated as of February 13, 2002, and the
Second Supplemental Indenture, dated as of August I3, 2002, by and between NorthWestern p _
. Energy and the Trustee (collectively, the "Indenture"). He has read and is familiar with the i
covenants and conditions contained in the provisions in. Articles ll_ and l2 of the Indenture, the
covenants and conditions provided for in the Indenture with re_spect to compliance with which I
this certificate is made, and the definitions in the Indenture relating thereto and has examined the 2
various certificates and instruments prepared in compliance with said covenants and conditions,
— as well as the Asset and Stock Transfer Agreement, dated as of November I5, 2002, between I
_ NorthWestern Corporation, a Delaware corporation ("No1thWestern"), relating tothe transfer of -
substantially all of the assets of NorthWestern Energy to, and the assumption of substantially all,
of the liabilities of NorthWestern Energy by NorthWestern (the "Transaction"), and, as to certain
· factual matters, information with respect to which is in the possession of NorthWestern Energy,
» _ or received from other officer or officers of NorthWestern_ Energy, and, in the opinion of the »
· undersigned, he has made such examination and investigation _as is necessary to enable him to
j express an infonnedopinion as to whether or not such covenants and conditions have been
- complied with and, in the opinion er the undersigned, such covenants and conditions have been
i complied with. He further certifies that: _ I
I ‘ l. The Transaction complies with Article ll of the Indenture and all conditions
_precedent in the Indenture (including any covenants compliance with which constitutes a `
. condition precedent) as they relate to the Transaction have been complied with.
_ . 2. The Third Supplemental Indenture, dated as of November I5, 2002 between
-i NozthWestern and the Trustee (the "Supplement"), complies with Article I l ofthe Indenture and .
all conditions precedent provided for in the Indenture as they relate to the Supplement (including ·
· » any covenants compliance with which constitutes a condition precedent), including the execution
and delivery of the Supplement by the parties thereto, have been complied with and the
A execution ofthe Supplement is authorized or permitted by the Indenture.
[Signature.Page to Follow] · .
- NY55/154409.7 ‘ l A
NOROOOQZO

Case 1 :04-cv-01494-JJF Document 241-22 Filed 11/30/2007 Page 3 of 3
Executed as ofthe date tirst written above; ` l
v » Name: `chael J. nson · A
Title: residen _ d Chief Executive Officer
-¤ _ OfNO1‘th estern Energy, L.L.C. and _ 1
· i i President and CEO ofNorthwestern i
. . . Energy Division of NorthWestern
- _ Corporation r , _
NOROOO921