Free Affidavit - District Court of Delaware - Delaware

Case 1:04-cv-01494-JJF Document 241-16 Filed 11/30/2007 Page1 0f 3

r Case 1:04-cv-01494-JJF Document 241-16 Flled ll/3C
NORTHWESTERN ENERGY, L.L.C.
OFFICERS CERTIFICATE PURSUANT T0 SECTION 162 OF THE INDENTURE
Pursuant to Section 102 ofthe Indenture, dated as ofNoverober 1, 1996, between The
Montana Power Company, predecessor to Nortbwestem Energy, LLC., and The Bank ofbiew _
l York, es Twice (the ‘“}`H1Stee"), as supplemented by the First Supplemental Indenture, dated as
ofFebi·eary E3, ZU02, between Northwestem Energy, LLC. {"Nortlz~Westem Energy LLC") and ‘
the Trustee (as supplemented, the "Ii·idenh1re"), the undersigned, David A. Monaghan, in his
capacity ss Chief Fineniai Ofiicer of Northwestern Energy LLC, does hereby certify on behalf
of Noicthwestem Energy LLC that:
1. He is the duly elected and acting President and Chief Executive Officer of l~Tortl1Westem
Energy LLC, a Monma limited Liability company sod wholly-owned subsidiary of `
` Northwestern Cotporetion, a Delaware corporation {"NOR").
2. He is en Authonhed Officer.
3- A15 conditions precedent provided for in the lzideriture relating to the execution and
delivery of the Second Supplemental kieiemure (the "Second Sogglementel h1dem21re“),
dated as ofthe date hereof} among NortiiWestem Energy LLC, NOR and the Tmstee
(including any covenants compliance with which constitutes a condition precedent) have
been complied with.
4. He has read the applicable provisions of the Indenture, including all covenants and
conditions and definitions relating to the execution and delivery ofthe Second
Supplemental Indenture. He has also examined oziginais, or copies certified to his
satisfaction, ofthe various certificates and instrumezits prepared in connection with the o
execution and delivery of the Second Supplementai indenture, as well as the Indenture
and such corporate records and other instruments and documents and made such
examination and investigation ss, iu his opinion, is necessary to enable him to express an
informed opinion as to whether or not such covenants and conditions have been complied
with, and in his opinion, such conditions and covenants have been complied with,
5. Capitalized terms used herein and not otherwise defined herein shell have the respective
meanings set forth in the Indenture.
\
l 6, The undersigned acknowledges that Paul, Hastings, Ianofsky & Walker LLP will rely
»-upon the accuracy andiruth o1`&e foregoing representations, warranties, opinions and - e -
certificates for purposes of rendering its opinions to the Trustee pursuant to Section 102
and 1203 ofthe Indenture anti to the New York Stock Exchange and hereby consents to
such reliance. ` ‘
emma overs

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IN WITNESS WHZEREOF, the umirsigmzd has cxcmtcd and delivered this OfHc~z:·’s S
Ccrfiécatc this ______ day 0fAug@:st, 2002
By:
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reside ci Chis1”Exccut;ivc: Officer ,
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` BNY-—M 00447