Exhibit 4.1


NORTHWESTERN
CORPORATION


and


LASALLE BANK NATIONAL
ASSOCIATION,


Warrant
Agent


Warrant Agreement


Dated as of November 1, 2004


 

















 


WARRANT AGREEMENT, dated as of November 1, 2004,
between NORTHWESTERN CORPORATION, a Delaware corporation (the “Company”),
and LASALLE BANK NATIONAL ASSOCIATION, a national banking association
organized and existing under the laws of the United States, not in its
individual capacity but solely as Warrant Agent under this agreement (the “Warrant
Agent”).


 


W
I T N E S S E T H


WHEREAS, in accordance
with that certain Second Amended and Restated Plan of Reorganization of the
Company, dated August 18, 2004 (the “Plan”) and the order confirming the
Plan dated and entered October 19, 2004 by the Honorable Charles G. Case,
II, United States Bankruptcy Judge in proceedings before the United States
Bankruptcy Court for the District of Delaware, the Company is required to issue
an aggregate of 5,304,598 warrants (the “Warrants”), each entitling the
holder thereof to purchase one share of common stock, par value $.01 per share,
of the Company (the “Common Stock”);


WHEREAS, capitalized
terms used herein but not otherwise defined shall have the respective meanings
given them in the Plan; and


WHEREAS, the Company
wishes the Warrant Agent to act on behalf of the Company, and the Warrant Agent
is willing so to act, in connection with the issuance, transfer, exchange and
exercise of the Warrants.


NOW, THEREFORE, in
consideration of the premises and the mutual agreements herein set forth, the
parties hereby agree as follows:


Section 1.               Certain Definitions.  For purposes of this Agreement, the
following terms have the meanings indicated:


(a)           “Affiliate” has the meaning
ascribed to in Rule 12b-2 under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”).


(b)           “Business Day” means any day
other than a Saturday, Sunday or a day on which banking institutions in
New York or Chicago are authorized or obligated by law or executive order
to close.


(c)           “Close of Business” on any
given date means 5:00 p.m., Chicago time, on such date; provided, that
if such date is not a Business Day such term means 5:00 p.m., Chicago time, on
the next succeeding Business Day.


(d)           “Closing Date” means the
Effective Date as defined in the Plan.


(e)           “Current Market Price,” as of
any date, with respect to a share of Common Stock, shall be deemed to be the
average closing price for the ten consecutive trading days commencing before
such date on the principal national securities exchange or Nasdaq System on
which the shares of Common Stock are listed


 

















 


or admitted to trading or,
if not listed or admitted to trading on any national securities exchange or
Nasdaq System, the average of the reported bid and asked prices during such ten
trading day period in the over-the-counter market as reported by Nasdaq or any
other over-the-counter quotation system selected by the Company or, if the
shares of Common Stock are not then publicly traded, the Current Market Price
shall be determined reasonably and in good faith by the Board of Directors of
the Company.


(f)            “Exercise Price” means the
Initial Exercise Price, as adjusted from time to pursuant to Section 10
hereof.


(g)           “Initial Exercise Price”
means, as of any date, the quotient derived by dividing (i) $898,264,683 by (ii) the
aggregate number of shares of New Common Stock distributable to the holders of
the Class 7 Unsecured Note Claims on the Closing Date pursuant to the Plan,
together with the aggregate number of shares of New Common Stock, if any, that
have been distributed to such holders subsequent to the Closing Date as a
result of the resolution of disputed claims under the Plan.  As of the Closing Date, the Initial Exercise
Price per share of Common Stock is $28.48.


(h)           “Person” means an individual,
corporation, limited liability company, partnership, joint venture, trust,
unincorporated organization, government or political subdivision thereof or
governmental agency or other entity.


(i)            “Warrant Certificate” means a
certificate in substantially the form attached as Exhibit A hereto
representing such number of Warrants as is indicated on the face thereof.


Section 2.               Appointment of Warrant Agent.  The Company hereby appoints the Warrant
Agent to act as agent for the Company in accordance with the terms and
conditions hereof, and the Warrant Agent hereby accepts such appointment.  The Company may from time to time appoint
such Co-Warrant Agents as it may, in its sole discretion, deem necessary or
desirable.


Section 3.               Form of Warrant Certificates.  The Warrant Certificates (together with the
form of election to purchase Common Stock and the form of assignment to be
printed on the reverse thereof) shall be substantially in the form of
Exhibit A hereto and may have such marks of identification or designation
and such legends, summaries or endorsements printed thereon as the Company may
deem appropriate and as are not inconsistent with the provisions of this
Agreement and the Plan or as may be required to comply with any law or with any
rule or regulation made pursuant thereto, or to conform to usage.


Subject to the provisions
of Section 21 hereof, the Warrant Certificates, whenever issued, shall be
dated the Closing Date and on their face shall entitle the registered holders
thereof to purchase such number of shares of Common Stock as shall be set forth
therein at the Exercise Price.


 


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Section 4.               Countersignature and
Registration.  The Warrant
Certificates shall be executed on behalf of the Company by its Chairman, its President
or a Vice President, either manually or by facsimile signature.  The Warrant Certificates shall be manually
countersigned by the Warrant Agent and shall not be valid for any purpose
unless so countersigned.  In case any
officer of the Company who shall have signed any of the Warrant Certificates
shall cease to be such officer of the Company before countersignature by the
Warrant Agent and issuance and delivery by the Company, such Warrant
Certificates, nevertheless, may be countersigned by the Warrant Agent, issued
and delivered with the same force and effect as though the person who signed
such Warrant Certificate had not ceased to be such officer of the Company; and
any Warrant Certificate may be signed on behalf of the Company by any person
who, at the actual date of the execution of such Warrant Certificate, shall be
a proper officer of the Company to sign such Warrant Certificate, although at
the date of the execution of this Warrant Agreement any such person was not
such an officer.


The Warrant Agent will
keep or cause to be kept, at one of its offices in Chicago, books for
registration and transfer of the Warrant Certificates issued hereunder.  Such books shall show the names and
addresses of the respective holders of the Warrant Certificates, the number of
warrants evidenced on the face of each of such Warrant Certificate and the date
of each of such Warrant Certificate.


Section 5.               Transfer, Split Up,
Combination and Exchange of Warrant Certificates; Mutilated, Destroyed, Lost or
Stolen Warrant Certificates. 
Subject to the provisions of Section 13 hereof and the last
sentence of this first paragraph of Section 5 and subject to applicable
law, rules or regulations, restrictions on transferability that may appear on
Warrant Certificates in accordance with the terms hereof or any “stop transfer”
instructions the Company may give to the Warrant Agent, at any time after the
close of business on the date hereof, at or prior to the close of business on
the Expiration Date (as defined in Section 6), any Warrant Certificate may
be transferred, split up, combined or exchanged for another Warrant Certificate
or Warrant Certificates, entitling the registered holder to purchase a like
number of shares of Common Stock as the Warrant Certificate or Warrant Certificates
surrendered then entitled such holder to purchase.  Any registered holder desiring to transfer, split up, combine or
exchange any Warrant Certificate shall make such request in writing delivered
to the Warrant Agent, and shall surrender the Warrant Certificate or Warrant
Certificates to be transferred, split up, combined or exchanged at the
principal office of the Warrant Agent. 
Thereupon the Warrant Agent shall, subject to the last sentence of this
first paragraph of Section 5, countersign and deliver to the person
entitled thereto a Warrant Certificate or Warrant Certificates, as the case may
be, as so requested.  The Company may
require payment of a sum sufficient to cover any tax or governmental charge that
may be imposed in connection with any transfer, split up, combination or
exchange of Warrant Certificates, together with reimbursement to the Company
and the Warrant Agent of all reasonable expenses incidental thereto.


Upon receipt by the
Company and the Warrant Agent of evidence reasonably satisfactory to them of
the loss, theft, destruction or mutilation of a Warrant


 


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Certificate, and, in case
of loss, theft or destruction, of indemnity or security in customary form and
amount, and reimbursement to the Company and the Warrant Agent of all
reasonable expenses incidental thereto, and upon surrender to the Warrant Agent
and cancellation of the Warrant Certificate if mutilated, the Company will make
and deliver a new Warrant Certificate of like tenor to the Warrant Agent for
delivery to the registered holder in lieu of the Warrant Certificate so lost,
stolen, destroyed or mutilated.


Section
6.               Exercise of Warrants;
Exercise Price; Expiration Date.


(a)           The Warrants shall be exercisable
commencing upon their date of issuance. 
The Warrants shall cease to be exercisable and shall terminate and
become void, and all rights thereunder and under this Agreement shall cease, on
the date (the “Expiration Date”) which is the third anniversary of the
Closing Date.  Subject to the foregoing
and to Section 6(b) below, the registered holder of any Warrant
Certificate may exercise the Warrants evidenced thereby in whole or in part
upon surrender of the Warrant Certificate, with the form of election to
purchase on the reverse thereof duly executed, to the Warrant Agent at the
principal office of the Warrant Agent in Chicago, Illinois, together with
payment of the Exercise Price in immediately available funds denominated in
U.S. dollars for each share of Common Stock as to which the Warrants are
exercised.


(b)           Upon receipt of a Warrant Certificate
prior to the Expiration Date, with the form of election to purchase duly
executed, accompanied by payment of the Exercise Price for the shares to be
purchased and an amount equal to any applicable tax or governmental charge
referred to in Section 8(c) in cash, or by certified check or bank draft
payable to the order of the Company, the Warrant Agent shall thereupon promptly
(i) requisition from any transfer agent of the Common Stock certificates
for the number of whole shares of Common Stock to be purchased, and the Company
hereby irrevocably authorizes its transfer agent to comply with all such
requests, (ii) when appropriate, requisition from the Company the amount
of cash to be paid in lieu of the issuance of fractional shares and
(iii) after receipt of such certificates, cause the same to be delivered
to or upon the order of the registered holder of such Warrant Certificate,
registered in such name or names as may be designated by such holder, and, when
appropriate, after receipt promptly deliver such cash to or upon the order of
the registered holder of such Warrant Certificate.  Upon receipt by the Company of a Warrant Certificate at the
principal office of the Warrant Agent, with the form of election to purchase
duly executed, and payment of the applicable Exercise Price as required hereby,
the holder of such Warrant Certificate shall be deemed to be the holder of
record of the shares of Common Stock issuable upon such exercise,
notwithstanding that the stock transfer books of the Company shall then be
closed or that certificates representing such shares of Common Stock shall not
then be actually delivered to the holder of such Warrant Certificate.


In case the registered holder
of any Warrant Certificate shall exercise fewer than all Warrants evidenced
thereby, a new Warrant Certificate evidencing the number of Warrants equivalent
to the number of Warrants remaining unexercised shall be


 


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issued by the Warrant
Agent to the registered holder of such Warrant Certificate or to its duly
authorized assigns, subject to the provisions of Sections 5, 6(b) and 12
hereof.


Notwithstanding anything
in this Agreement to the contrary, neither the Warrant Agent nor the Company
shall be obligated to undertake any action with respect to a registered holder
of any Warrant Certificate upon the occurrence of any purported exercise
thereof unless the registered holder shall have completed and signed the
certificate contained in the form of election to purchase set forth on the
reverse side of the Warrant Certificate surrendered for exercise.


Section 7.               Cancellation and Destruction
of Warrant Certificates.  All
Warrant Certificates surrendered for the purpose of exercise, transfer, split
up, combination or exchange shall, if surrendered to the Company or to any or
its agents, be delivered to the Warrant Agent for cancellation or in canceled
form, or, if surrendered to the Warrant Agent, shall be canceled by it, and no
Warrant Certificates shall be issued in lieu thereof except as expressly
permitted by any of the provisions of this Warrant Agreement.  The Company shall deliver to the Warrant
Agent for cancellation and retirement, and the Warrant Agent shall so cancel
and retire, any other Warrant Certificate purchased or acquired by the Company
otherwise than upon the exercise thereof. 
The Warrant Agent shall deliver all canceled Warrant Certificates to the
Company, or shall, at the written request of the Company, destroy such canceled
Warrant Certificates, and in such case shall deliver a certificate of
destruction thereof to the Company.


Section
8.               Reservation and
Availability of Shares of Common Stock.


(a)           The Company covenants and agrees that
it will at all times reserve and keep available out of its authorized and
unissued shares of Common Stock or its authorized and issued shares of Common
Stock held in its treasury, free from preemptive rights, the maximum number of
shares of Common Stock that will be sufficient to permit the exercise in full
of all outstanding Warrants.


(b)           The Company covenants and agrees that
it will take all such actions as may be necessary to insure that all shares of
Common Stock delivered upon exercise of Warrants shall, at the time of delivery
of the certificates for such shares (subject to payment of the Exercise Price
as contemplated by Section 6(b)), be duly authorized, validly issued, fully
paid and nonassessable, free from preemptive rights and all taxes, liens, charges
and security interests with respect to the issuance of such shares.


(c)           The Company covenants and agrees that
it will pay when due and payable any and all federal and state transfer taxes
and charges which may be payable in respect of the original issuance or
delivery of the Warrant Certificates or certificates evidencing Common Stock
upon exercise of the Warrants.  The
Company shall not, however, be required to pay any tax or governmental charge
which may be payable in respect of any transfer involved in the transfer or
delivery of Warrant Certificates or the issuance or delivery of certificates
for Common Stock in a name other than that of the registered holder of the
Warrant Certificate evidencing Warrants


 


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surrendered for exercise or
to issue or deliver any certificate for shares of Common Stock upon the
exercise of any Warrants until any such tax or governmental charge shall have
been paid (any such tax or governmental charge being payable by the holder of
such Warrant Certificate at the time of surrender) or until it has been
established to the Company’s reasonable satisfaction that no such tax or
governmental charge is due.


Section 9.               Common Stock Record Date.  Each person in whose name any certificate
for shares of Common Stock is issued upon the exercise of Warrants shall for
all purposes be deemed to have become the holder of record for the Common Stock
represented thereby on, and such certificate shall be dated, the date upon
which the Warrant Certificate evidencing such the Company Warrants was duly
surrendered and payment of the Exercise Price (and any applicable transfer
taxes) was made; provided, that if the date of such surrender and
payment is a date upon which the Common Stock transfer books of the Company are
closed, such person shall be deemed to have become the record holder of such
shares on, and such certificate shall be dated, the next succeeding Business
Day on which the Common Stock transfer books of the Company are open.


Section 10.             Adjustment of Exercise Price,
Number of Shares of Common Stock or Number of the Company Warrants.  The Exercise Price, the number of shares
covered by each Warrant and the number of Warrants outstanding are subject to
adjustment from time to time as provided in this Section 10.


(a)           In the event the Company shall at any
time after the date of this Agreement (i) declare a dividend on shares of
Common Stock payable in shares of any class of capital stock of the Company,
(ii) subdivide the outstanding shares of Common Stock into a greater
number of shares of Common Stock, (iii) combine the outstanding shares of
Common Stock into a smaller number of shares, or (iv) issue any shares of
capital stock in a reclassification of shares of the Common Stock (including any
such reclassification in connection with a consolidation or merger in which the
Company is the continuing corporation), the Exercise Price in effect on the
date of (but immediately prior to) the payment of such dividend or of the
effective date of (but immediately prior to) such subdivision, combination or
reclassification, and the number and kind of shares of capital stock issuable
on such date, shall be proportionately adjusted so that the holder of any
Warrant exercised after such time shall be entitled to receive the aggregate
number and kind of shares of capital stock which, if such Warrant had been
exercised immediately prior to such date and at a time when the Common Stock
transfer books of the Company were open, such holder would have owned upon such
exercise and been entitled to receive by virtue of such dividend, subdivision,
combination or reclassification.


(b)           In the event the Company shall fix a
record date for the making of a dividend or distribution to all holders of
Common Stock of any evidences of indebtedness, assets or property of the
Company, or any subscription rights or warrants to purchase equity in the
Company (excluding those referred to in Section 10(a) or cash dividends
referred to in Section 10(c)), the Exercise Price to be in effect after
such record date shall be determined by multiplying the Exercise Price in
effect immediately prior to


 


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such record date by a
fraction of which the numerator shall be the Current Market Price per share of
Common Stock on such record date, less the fair market value (as determined
reasonably and in good faith by the Board of Directors of the Company) of such
distribution applicable to one share of Common Stock, and of which the
denominator shall be such Current Market Price per share of Common Stock.  Such adjustment shall be made successively
whenever such a record date is fixed, and in the event that such distribution
is not so made, the Exercise Price shall again be adjusted to be the Exercise
Price which would then be in effect if such record date had not been fixed.


(c)           In the event the Company shall fix a
record date for the making of a cash dividend to all holders of Common Stock,
the Exercise Price to be in effect after such record date shall be determined
by subtracting from the Exercise Price in effect immediately prior to such
record date the amount of such cash dividend payable with respect to one share
of Common Stock.  Such adjustment shall
be made successively whenever such a record date is fixed, and in the event
that such dividend is not so paid, the Exercise Price shall again be adjusted
to be the Exercise Price which would then be in effect if such record date had
not been fixed.


(d)           Notwithstanding the foregoing
paragraphs (a), (b) and (c), no adjustment in the Exercise Price pursuant to
such paragraphs shall be required unless such adjustment would require an
increase or decrease of at least 1% in such price; provided, that any
adjustments which by reason of this Section 10(e) are not required to be
made shall be carried forward and taken into account in any subsequent
adjustment, provided that no such adjustment shall be deferred beyond the date
on which a Warrant is exercised.  All
calculations under this Section 10 shall be made to the nearest cent or
the nearest hundredth of a share, as the case may be.


(e)           All Warrants originally issued by the
Company subsequent to any adjustment made to the Exercise Price hereunder shall
evidence the right to purchase, at the adjusted Exercise Price, the number of
shares of Common Stock purchasable from time to time hereunder upon exercise of
the Warrants, all subject to further adjustment as provided herein.


(f)            Unless the Company shall have
exercised its election as provided in Section 10(i), upon each adjustment
of the Exercise Price as a result of the calculations made in
Section 10(b) and (c), each Warrant outstanding immediately prior to the
making of such adjustment shall thereafter evidence the right to purchase, at
the adjusted Exercise Price, that number of shares (calculated to the nearest
hundredth) obtained by (i) multiplying (x) the number of shares
covered by a Warrant immediately prior to such adjustment by (y) the Exercise
Price in effect immediately prior to such adjustment of the Exercise Price and
(ii) dividing the product so obtained by the Exercise Price in effect
immediately after such adjustment of the Exercise Price.


(g)           The Company may elect on or after the
date of any adjustment of the Exercise Price to adjust the number of Warrants,
in substitution for any adjustment in the number of shares of Common Stock
purchasable upon the exercise of a Warrant. 
Each of the Warrants outstanding after such adjustment of the number of


 


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Warrants shall be
exercisable for one share of Common Stock. 
Each Warrant held of record prior to such adjustment of the number of
Warrants shall become that number of Warrants (calculated to the nearest
hundredth) obtained by dividing the Exercise Price in effect prior to
adjustment of the Exercise Price by the Exercise Price in effect after
adjustment  of the Exercise Price.  The Company shall instruct the Warrant Agent
to notify each of the record holders of Warrants of its election to adjust the
number of Warrants, indicating the record date for the adjustment, and, if
known at the time, the amount of adjustment to be made.  Such record date may be the date on which
the Exercise Price is adjusted or any day thereafter, but shall be at least ten
days later than the date of the public announcement.  Upon each adjustment of the number of Warrants pursuant to this
Section 10(g), the Company shall instruct the Warrant Agent to distribute,
as promptly as practicable, to holders of record of Warrant Certificates on
such record date Warrant Certificates evidencing, subject to Section 13,
the additional Warrants to which such holders shall be entitled as a result of
such adjustment, or, at the option of the Company, instruct the Warrant Agent
to distribute to such holders of record in substitution and replacement for the
Warrant Certificates held by such holders prior to the date of adjustment, and
upon surrender thereof, if required by the Company, new Warrant Certificates
evidencing all the Warrants to which such holders shall be entitled after such
adjustment.  Warrant Certificates so to
be distributed shall be issued, executed and countersigned in the manner
provided for herein (and may bear, at the option of the Company, the adjusted
Exercise Price) and shall be registered in the names of the holders of record
of Warrant Certificates on the record date specified in the public
announcement.


(h)           Irrespective of any adjustment or
change in the Exercise Price or the number of shares of Common Stock issuable
upon the exercise of the Warrants, the Warrant Certificates theretofore and
thereafter issued may continue to express the Exercise Price per share and the
number of shares which were expressed upon the initial Warrant Certificates
issued hereunder.


(i)            In any case in which this
Section 10 shall require that an adjustment in the Exercise Price be made
effective as of a record date for a specified event, if any holder of a Warrant
exercises such Warrant after such record date, the Company may elect to defer, until
the occurrence of such event, the issuance of the shares of Common Stock and
other capital stock of the Company in excess of the shares of Common Stock and
other capital stock of the Company, if any, issuable upon such exercise on the
basis of the Exercise Price in effect prior to such adjustment; provided,
that the Company shall deliver to such holder a due bill or other appropriate
instrument evidencing such holder’s right to receive such additional shares
and/or other capital securities upon the occurrence of the event requiring such
adjustment.


(j)            Anything in this Section 10 to
the contrary notwithstanding, the Company shall be entitled to make such
reductions in the Exercise Price, in addition to those adjustments expressly
required by this Section 10, as and to the extent that it in its sole
discretion shall determine to be advisable in order that any event treated for
federal income tax purposes as a distribution of stock or stock rights shall
not be taxable to the recipients.


 


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Section 11.             Certification of Adjusted
Exercise Price or Number of Shares of Common Stock.  Whenever the Exercise Price or the number of
shares of Common Stock issuable upon the exercise of each Warrant is adjusted
as provided in Section 10 or 12, or the Exercise Price is adjusted as a
result of the distribution to the holders of the Class 7 Unsecured Note
Claims of shares of Common Stock pursuant to the Plan, the Company shall
(a) promptly prepare a certificate setting forth the Exercise Price of
each Warrant as so adjusted, and a brief statement of the facts accounting for
such adjustment, and (b) promptly file with the Warrant Agent and with
each transfer agent for the Common Stock a copy of such certificate.  At the request of any holder of a Warrant
Certificate, the Company shall instruct the Warrant Agent to mail, at the
expense of the Company, a brief summary thereof to such holder.  The Warrant Agent shall be fully protected
in relying on any such certificate and on any adjustment therein contained and
shall not be obligated or responsible for calculating any adjustment nor deemed
to have knowledge of such adjustment unless and until it shall have received
such certificate.


Section 12.             Reclassification, Consolidation,
Purchase, Combination, Sale or Conveyance. 
In case any of the following shall occur while any Warrants are
outstanding:  (i) any
reclassification or change of the outstanding shares of Common Stock (other
than a change in par value, or from par value to no par value, or as covered by
Section 10 (a)), or (ii) any consolidation, amalgamation, merger or
combination of the Company with or into another Person as a result of which
holders of Common Stock shall be entitled to receive stock, securities or other
property or assets (including cash) with respect to or in exchange for such
Common Stock, or (iii) any sale, assignment, transfer, lease, conveyance
or other disposition of all or substantially all of the property or assets of
the Company as, or substantially as, an entirety to any other Person as a
result of which holders of Common Stock shall be entitled to receive stock,
securities or other property or assets (including cash) with respect to or in
exchange for such Common Stock (any of the foregoing, a “Transaction”),
the Company agrees that, as a condition to the consummation of such
Transaction, the Company shall, or shall require that such successor
corporation or transferee, as the case may be, make appropriate provision by
amendment of this Agreement or by the successor corporation or transferee
executing with the Warrant Agent an agreement so that the holders of the
Warrants then outstanding shall have the right at any time after such
Transaction, upon exercise of such Warrants (in lieu of the number of shares of
Common Stock theretofore deliverable) to receive the kind and amount of
securities, cash and other property receivable upon the consummation of the
Transaction as would be received by a holder of the number of shares of Common
Stock issuable upon exercise of such Warrant immediately prior to the
consummation of the Transaction (the “Consideration”); provided
that, in lieu of the foregoing, at the election of the Company made prior to
the consummation of the Transaction, the Company may instead elect to pay each
holder of the Warrants an amount in cash equal to the excess, if any, of
(A) the fair value of the Consideration (as determined reasonably and in
good faith by the Board of Directors of the Company) that would otherwise be
payable to such holder on account of such holder’s Warrants upon the exercise
of such holder’s Warrants immediately prior to the consummation of the
Transaction over (B) the Exercise Price in effect immediately prior to
such consummation times the number of


 


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such holder’s Warrants.  In the event the Company makes the election provided for in the
preceding proviso, the Warrants shall expire upon consummation of the
Transaction.


The Company shall
instruct the Warrant Agent to mail by first-class mail, postage prepaid, at the
expense of the Company, to each registered holder of a Warrant, written notice
of the execution of any such amendment, supplement or agreement.  Any supplemented or amended agreement
entered into by the successor corporation or transferee shall provide for
adjustments, which shall be as nearly equivalent as may be practicable to the
adjustments provided for in Section 10. 
The Warrant Agent shall be under no responsibility to determine the
correctness of any provisions contained in such agreement relating either to
the kind or amount of securities or other property receivable upon exercise of
warrants or with respect to the method employed and provided therein for any
adjustments and shall be entitled to rely upon the provisions contained in any
such agreement.  The provisions of this
Section 12 shall similarly apply to successive reclassifications, changes,
consolidations, mergers, sales and conveyances of the kind described above.


Section
13.             Fractional Shares of
Common Stock.


(a)           The Company may, but shall not be
required to, issue fractions of Warrants or distribute Warrant Certificates
which evidence fractional Warrants.  In
lieu of such fractional warrants, there shall be paid to the persons to whom
Warrant Certificates representing such fractional Warrants would otherwise be
issuable an amount in cash (without interest) equal to the product of such
fraction of a Warrant multiplied by the Current Market Price per share of
Common Stock issuable with respect to such fraction of a Warrant.


(b)           The Company may, but shall not be
required to, issue fractions of shares of Common Stock upon exercise of
warrants or distribute stock certificates which evidence fractional shares of
Common Stock.  In lieu of fractional shares,
there shall be paid to the registered holders of Warrant Certificates at the
time such Warrant Certificates are exercised as herein provided an amount in
cash (without interest) equal to the product of such fractional part of a share
of Common Stock multiplied by the Current Market Price per share of Common
Stock.


(c)           The holder of a Warrant by the
acceptance of the Warrant expressly waives his right to receive any fractional
Warrant or any fractional share of Common Stock upon exercise of a Warrant.


Section 13.             Right of Action.  All rights of action in respect of this
Agreement, except the rights of action given to the Warrant Agent under Section
17 hereof, are vested in the respective registered holders of the Warrant
Certificates, and any registered holder of any Warrant Certificate, without the
consent of the Warrant Agent or of the holder of any other Warrant Certificate,
may, on such holder’s own behalf and for such holder’s own benefit, enforce,
and may institute and maintain any suit, action or proceeding against the
Company to enforce, or otherwise act in respect of, such holder’s


 


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right to exercise the Warrants evidenced by such
Warrant Certificate in the manner provided in such Warrant Certificate and in
this Agreement.


Section 15.             Agreement of Warrant Certificate
Holders.  Every holder of a Warrant
Certificate by accepting the same consents and agrees with the Company and the
Warrant Agent and with every other holder of a Warrant Certificate that:


(a)           the Warrant Certificates are
transferable only on the registry books of the Warrant Agent if surrendered at
the principal office of the Warrant Agent, duly endorsed or accompanied by a
proper instrument of transfer; and


(b)           the Company and the Warrant Agent may
deem and treat the person in whose name the Warrant Certificate is registered
as the absolute owner thereof and of the Warrants evidenced thereby
(notwithstanding any notations of ownership or writing on the Warrant
Certificates made by anyone other than the Company or the Warrant Agent) for
all purposes whatsoever, and neither the Company nor the Warrant Agent shall be
affected by any notice to the contrary.


Notwithstanding anything
in this Agreement to the contrary, neither the Company nor the Warrant Agent
shall have any liability to any holder of a Warrant or other Person as a result
of its inability to perform any of its obligations under this Agreement by
reason of any preliminary or permanent injunction or other order, decree or
ruling issued by a court or by a governmental, regulatory or administrative
agency or commission, or any statute, rule, regulation or executive order
promulgated or enacted by any governmental authority prohibiting or otherwise
restraining performance of the obligation.


Section 16.             Warrant Certificate Holder Not
Deemed a Shareholder.  No holder, as
such, of any Warrant Certificate shall be entitled to vote, receive dividends
or distributions on, or be deemed for any purpose the holder of Common Stock or
any other securities of the Company which may at any time be issuable on the
exercise or conversion of the Warrants represented thereby, nor shall anything
contained herein or in any Warrant Certificate be construed to confer upon the
holder of any Warrant Certificate, as such, any of the rights of a shareholder
of the Company or any right to vote for the election of directors or upon any
matter submitted to shareholders at any meeting thereof, or to give or withhold
consent to any corporate action, or to receive notice of meetings or other
actions affecting shareholders (except as provided in Section 23), or to
receive dividends or distributions or subscription rights, or otherwise, until
the Warrant or Warrants evidenced by such Warrant Certificate shall have been exercised
in accordance with the provisions hereof.


Section 17.             Concerning the Warrant Agent.  The Company agrees to pay to the Warrant
Agent reasonable compensation for all services rendered by it hereunder and,
from time to time, on demand of the Warrant Agent, its reasonable expenses and
counsel fees and other disbursements incurred in the administration and
execution of this Agreement and the exercise and performance of its duties
hereunder.  The Company also agrees to
indemnify the Warrant Agent for, and to hold it harmless


 


11

















 


against, any loss, liability or expense, incurred
without gross negligence, bad faith or willful misconduct on the part of the
Warrant Agent, for anything done or omitted by the Warrant Agent in connection
with the acceptance and administration of this Agreement, including the costs
and expenses of defending against any claim of liability in the premises.  The costs and expenses of enforcing this
right of indemnification shall also be paid by the Company.  The indemnification provided for hereunder
shall survive the expiration of the Warrants and termination of this Agreement.


The Warrant Agent may
conclusively rely upon and shall be protected and shall incur no liability for
or in respect of any action taken, suffered or omitted by it in connection with
its administration of this Agreement in reliance upon any Warrant Certificate
or certificate for Common Stock or for other securities of the Company,
instrument of assignment or transfer, power of attorney, endorsement,
affidavit, letter, notice, direction, consent, certificate, statement, or other
paper or document reasonably believed by it to be genuine and to be signed,
executed and, where necessary, verified or acknowledged, by the proper person
or persons.


Notwithstanding anything
in this Agreement to the contrary, in no event shall the Warrant Agent be
liable for special, indirect or consequential loss or damage of any kind
whatsoever (including but not limited to lost profits) regardless of the form
of the action, even if the Warrant Agent has been advised of the likelihood of
such loss or damage.


Section 18.             Purchase or Consolidation or
Change of Name of Warrant Agent. 
Any corporation into which the Warrant Agent or any successor Warrant
Agent may be merged or with which it may be consolidated, or any corporation
resulting from any merger or consolidation to which the Warrant Agent or any
successor Warrant Agent shall be party, or any corporation succeeding to the
corporate trust business of the Warrant Agent or any successor Warrant Agent,
shall be the successor to the Warrant Agent under this Agreement without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, provided that such corporation would be eligible for
appointment as a successor Warrant Agent under the provisions of
Section 20.  In case at the time
such successor Warrant Agent shall succeed to the agency created by this
Agreement any of the Warrant Certificates shall have been countersigned but not
delivered, any such successor Warrant Agent may adopt the countersignature of
the predecessor Warrant Agent and deliver such Warrant Certificates so
countersigned; and in case at that time any of the Warrant Certificates shall not
have been countersigned, any successor Warrant Agent may countersign such
Warrant Certificates either in the name of the predecessor Warrant Agent or in
the name of the successor Warrant Agent; and in all such cases such Warrant
Certificates shall have the full force provided in the Warrant Certificates and
in this Agreement.


In case at any time the
name of the Warrant Agent shall be changed and at such time any of the Warrant
Certificates shall have been countersigned but not delivered, the Warrant Agent
may adopt the countersignature under its prior name and deliver Warrant
Certificates so countersigned; and in case at that time any of the Warrant


 


12

















 


Certificates shall not
have been countersigned, the Warrant Agent may countersign such warrant
Certificates either in its prior name or in its changed name; and in all such
cases such Warrant Certificates shall have the full force provided in the
Warrant Certificates and in this Agreement.


Section 19.             Duties of Warrant Agent.  The Warrant Agent undertakes the duties and
obligations imposed by this Agreement upon the following terms and conditions
and no implied duties or obligations shall be read into this Agreement against
the Warrant Agent except for the duty of good faith, by all of which the
Company and the holders of Warrant Certificate, by their acceptance thereof,
shall be bound:


(a)           Before the Warrant Agent acts or
refrains from acting, the Warrant Agent may consult with legal counsel (who may
be legal counsel for the Company), and the opinion of such counsel shall be
full and complete authorization and protection to the Warrant Agent as to any
action taken or omitted by it in good faith and in accordance with such
opinion.


(b)           Whenever in the performance of its
duties under this Agreement the Warrant Agent shall deem it necessary or
desirable that any fact or matter be proved or established by the Company prior
to taking or suffering any action hereunder, such fact or matter (unless other
evidence in respect thereof be herein specifically prescribed) may be deemed to
be conclusively proved and established by a certificate signed by the Chairman,
President or any Vice President of the Company and by the Treasurer or any
Assistant Treasurer or the Secretary of the Company and delivered to the
Warrant Agent; and such certificate shall be full authentication to the Warrant
Agent for any action taken or suffered in good faith by it under the provisions
of this Agreement in reliance upon such certificate.


(c)           The Warrant Agent shall be liable
hereunder only for its own gross negligence, bad faith or willful misconduct.


(d)           The Warrant Agent shall not be liable
for or by reason of any of the statements of fact or recitals contained in this
Agreement or in the Warrant Certificates (except its countersignature thereof)
or be required to verify the same, but all such statements and recitals are and
shall be deemed to have been made by the Company only.


(e)           The Warrant Agent shall not be under
any responsibility in respect of the validity of this Agreement or the
execution and delivery hereof (except the due execution hereof by the Warrant
Agent) or in respect of the validity or execution of any Warrant Certificate
(except its countersignature thereof); nor shall it be responsible for any
breach by the Company of any covenant or condition contained in this Agreement
or in any Warrant Certificate; nor shall it be responsible for the adjustment
of the Exercise Price or the making of any change in the number of shares of Common
Stock required under the provisions of Sections 10 or 12 or responsible
for the manner, method or amount of any such change or the ascertaining of the
existence of facts that would require any such adjustment or change (except
with respect to the exercise of Warrants


 


13

















 


evidenced by Warrant
Certificates after actual notice of any adjustment of the Exercise Price); nor
shall it by any act hereunder be deemed to make any representation or warranty
as to the authorization or reservation of any shares of Common Stock to be
issued pursuant to this Agreement or any Warrant Certificate or as to whether
any shares of Common Stock will, when issued, be duly authorized, validly
issued, fully paid and nonassessable.


(f)            The Company agrees that it will
perform, execute, acknowledge and deliver or cause to be performed, executed,
acknowledged and delivered all such further and other acts, instruments and
assurances as may reasonably be required by the Warrant Agent for the carrying
out or performing by the Warrant Agent of the provisions of this Agreement.


(g)           The Warrant Agent is hereby
authorized and directed to accept instructions with respect to the performance
of its duties hereunder from the Chairman or the President or any Vice
President or the Secretary of the Company, and to apply to such officers for
advice or instructions in connection with its duties, and it shall not be
liable for any action taken or suffered to be taken by it in good faith in
accordance with instructions of any such officer.  Any application by the Warrant Agent for written instructions
from the Company may, at the option of the Warrant Agent, set forth in writing
any action proposed to be taken or omitted by the Warrant Agent under this Agreement
and the date on or after which such action shall be taken or such omission
shall be effective.  The Warrant Agent
shall not be liable for any action taken by or omission of, the Warrant Agent
in accordance with a proposal included in any such application on or after the
date specified in such application (which date shall not be less than ten
Business Days after the date any officer of the Company actually receives such
application, unless any such officer shall have consented in writing to an earlier
date) unless, prior to taking any such action (or the effective date in the
case of an omission), the Warrant Agent shall have received written
instructions in response to such application that such action or omission shall
not be taken or made.


(h)           The Warrant Agent and any
shareholder, director, officer or employee of the Warrant Agent may buy, sell
or deal in any of the Warrants or other securities of the Company or become
pecuniarily interested in any transaction in which the Company may be interested,
or contract with or lend money to the Company or otherwise act as fully and
freely as though it were not Warrant Agent under this Agreement.  Nothing herein shall preclude the Warrant
Agent form acting in any other capacity for the Company or for any other legal
entity.


(i)            The Warrant Agent may execute and
exercise any of the rights or powers hereby vested in it or perform any duty
hereunder either itself or by or through its attorney or agents, and the
Warrant Agent shall not be answerable or accountable for any act, default,
neglect or misconduct of any such attorney or agents or for any loss to the
Company resulting from any such act, default, neglect or misconduct, provided
reasonable care was exercised in the selection and continued employment thereof.


 


14

















 


(j)            No provision of this Agreement shall
require the Warrant Agent to expend or risk its own funds or otherwise incur
any financial liability in the performance of any of its duties hereunder or in
the exercise of its rights if there shall be reasonable grounds for believing
that repayment of such funds or adequate indemnification against such risk or
liability is not reasonably assured to it.


(k)           The Warrant Agent shall not be
required to take notice or be deemed to have any notice of any fact, event or
determination under this Agreement unless and until the Warrant Agent shall be
specifically notified in writing by the Company of such fact, event or
determination.


(l)            If, with respect to any Warrant
Certificate surrendered to the Warrant Agent for exercise or transfer, the
certificate attached to the form of assignment or form of election to purchase,
as the case may be, has not been completed, the Warrant Agent shall contact the
Company and the surrendering party promptly and shall not take any further
action with respect to such requested exercise or transfer without first
consulting with the Company.


Section 20.             Change of Warrant Agent.  The Warrant Agent may resign and be
discharged from its duties under this Agreement upon 30 days’ notice in writing
mailed to the Company and to each transfer agent of the Common Stock by
registered or certified mail, and to the holders of the Warrant Certificates by
first-class mail at the expense of the Company.  The Company may remove the Warrant Agent or any successor Warrant
Agent upon 30 days’ notice in writing, mailed to the Warrant Agent or successor
Warrant Agent, as the case may be, and to each transfer agent of the Common
Stock by registered or certified mail, and to the holders of the Warrant
Certificates by first-class mail.  If
the Warrant Agent shall resign or be removed or shall otherwise become
incapable of acting, the Company shall appoint a successor to the Warrant
Agent.  If the Company shall fail to
make such appointment within a period of 30 days after such removal or after it
has been notified in writing of such resignation or incapacity by the resigning
or incapacitated Warrant Agent or by the holder of a Warrant Certificate (who
shall, with such notice, submit his Warrant Certificate for inspection by the
Company), then the registered holder of any Warrant Certificate may apply to
any court of competent jurisdiction for the appointment of a new Warrant
Agent.  Any successor Warrant Agent,
whether appointed by the Company or by such a court, shall be a corporation
organized and doing business under the laws of the United States or of a state
thereof, in good standing, which is authorized under such laws to exercise
corporate trust powers and is subject to supervision or examination by federal
or state authority and which has at the time of its appointment as Warrant
Agent a combined capital and surplus of at least $50,000,000.  After appointment, the successor Warrant
Agent shall be vested with the same powers, rights, duties and responsibilities
as if it had been originally named as Warrant Agent without further act or
deed; but the predecessor Warrant Agent shall deliver and transfer to the
successor Warrant Agent any property at the time held by it hereunder, and
execute and deliver any further assurance, conveyance, act or deed necessary
for the purpose.  Not later than the
effective date of any such appointment, the Company shall file notice thereof
in writing with the predecessor Warrant Agent and


 


15

















 


each transfer agent of the Common Stock, and mail a
notice thereof in writing to the registered holders of the Warrant
Certificates.  However, failure to give
any notice provided for in this Section 20, or any defect therein, shall
not affect the legality or validity of the resignation or removal of the
Warrant Agent or the appointment of the successor Warrant Agent, as the case
may be.


Section 21.             Issuance of New Warrant
Certificates.  Notwithstanding any
of the provisions of this Agreement or of the Warrants to the contrary, the
Company may, at its option, issue new Warrant Certificates evidencing Warrants
in such form as may be approved by its Board of Directors to reflect any
adjustment or change in the Exercise Price per share and the number or kind or
class of shares of stock or other securities or property purchasable under the
several Warrant Certificates made in accordance with the provisions of this
Agreement.


Section 22.             Notices.  Notices or demands authorized by this
Agreement to be given or made (i) by the Warrant Agent or by the holder of
any Warrant Certificate to or on the Company, (ii) subject to the
provisions of Section 20, by the Company or by the holder of any Warrant
Certificate to or on the Warrant Agent or (iii) by the Company or the
Warrant Agent to the holder of any Warrant Certificate, shall be sufficiently
given or made if sent by hand delivery, overnight courier, registered or
certified mail and shall be deemed given upon receipt in each case to the
parties at the following addresses (or at such other address for a party as
shall be specified by like notice):


	
  (a)

  	
  If to the Company, to:

  
	
   

  	
   

  
	
   

  	
  Northwestern
  Corporation

  
	
   

  	
  125 South Dakota
  Avenue

  
	
   

  	
  Sioux
  Falls,  South Dakota  57104

  
	
   

  	
  Attention:  Eric Jacobsen

  
	
   

  	
  Telephone:  (605) 978-2871

  
	
   

  	
  Telecopy:  (605) 978-2845

  
	
   

  	
   

  
	
  (b)

  	
  If to the Warrant Agent, to:

  
	
   

  	
   

  
	
   

  	
  LaSalle Bank
  National Association

  
	
   

  	
  135 S. LaSalle
  Street, Suite 1960

  
	
   

  	
  Chicago,
  Illinois  60603

  
	
   

  	
  Attention:  Joseph F. Pellicore

  
	
   

  	
  Telephone:  (312) 904-2584

  
	
   

  	
  Telecopy:  (312) 904-2236

  








(c)           If to the holder of any Warrant
Certificate, to the address of such holder as shown on the registry books of
the Company.  Any notice required to be
delivered by the Company to the registered holder of any Warrant may be given
by the Warrant Agent on behalf of the Company.


 


16

















 


Section
23.             Supplements and
Amendments.


(a)           The Company and the Warrant Agent may
from time to time supplement or amend this Agreement without the approval of
any holders of Warrant Certificates in order to cure any ambiguity, to correct
or supplement any provision contained herein which may be defective or
inconsistent with any other provisions herein, or to make any other provisions
with regard to matters or questions arising hereunder which the Company and the
Warrant Agent may deem necessary or desirable and which shall not adversely
affect the interests of the holders of Warrants Certificates.


(b)           In addition to the foregoing, with
the consent of holders of Warrants entitled, upon exercise thereof, to receive
not less than a majority of the shares of Common Stock issuable thereunder, the
Company and the Warrant Agent may modify this Agreement for the purpose of adding
any provisions to or changing in any manner or eliminating any of the
provisions of this Warrant Agreement or modifying in any manner the rights of
the holders of the Warrant Certificates; provided, that no modification
of the terms (including but not limited to the adjustments described in
Section 10) upon which the Warrants are exercisable or reducing the
percentage required for consent to modification of this Agreement may be made
without the consent of the holder of each outstanding warrant certificate
affected thereby.


Notwithstanding anything
in this Agreement to the contrary, no supplement or amendment that changes the
rights and duties of the Warrant Agent under this Agreement will be effective
against the Warrant Agent without the execution of such supplement or amendment
by the Warrant Agent.


Section 24.             Successors.  All covenants and provisions of this
Agreement by or for the benefit of the Company or the Warrant Agent shall bind
and inure to the benefit of their respective successors and assigns hereunder.


Section 25.             Benefits of this Agreement.  Nothing in this Agreement shall be construed
to give any Person other than the Company, the Warrant Agent and the registered
holders of the Warrant Certificates any legal or equitable right, remedy or claim
under this Agreement; but this Agreement shall be for the sole and exclusive
benefit of the Company, the Warrant Agent and the registered holders of the
Warrant Certificates.


Section 26.             Governing Law.  This Agreement and each Warrant Certificate
issued hereunder shall be governed by, and construed in accordance with, the
laws of the State of New York without giving effect to the conflicts of
law principles thereof.


Section 27.             Counterparts.  This Agreement may be executed in any number
of counterparts and each of such counterparts shall for all purposes be deemed
to be an original, and all such counterparts shall together constitute but one
and the same instrument.


 


17

















 


Section 28.             Captions.  The captions of the sections of this
Agreement have been inserted for convenience only and shall not control or
affect the meaning or construction of any of the provisions hereof.


Section 29.             Information.  The Company agrees to promptly provide the
registered holders of the Warrants any information it is required to provide to
the holders of the Common Stock.


Section 30.             Availability of Equitable
Remedies.  Because a breach of the
provisions of this Agreement may not adequately be compensated for by money
damages, holders of Warrants shall be entitled, in addition to any other right
or remedy available to them, to an injunction restraining such breach or a
threatened breach and to specific performance of any such provision of this
Agreement, and in either case no bond or other security shall be required in
connection therewith, and the parties hereby consent to such injunction and to
the ordering of specific performance.


Section 31.             Inspection of Agreement.  A copy of this Agreement shall be available
during regular business hours at the principal corporate trust office of the
Warrant Agent for inspection by the holder of any Warrant Certificate.  The Warrant Agent may require such holder to
submit such holder’s Warrant Certificate for inspection by it.


IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be duly executed and their
respective corporate seals to be hereunder affixed and attested, all as of the
day and year first above written.


	
   

  	
  NORTHWESTERN CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brian B. Bird

  
	
   

  	
   

  	
  Name:

  	
  Brian B. Bird

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LASALLE BANK
  NATIONAL ASSOCIATION,

  
	
   

  	
  as Warrant Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


18

















 


EXHIBIT
A


[Form of Warrant Certificate]


[Face]


	
  Certificate No.
  __________

  	
  _________ Warrants

  



 


Warrant Certificate


NORTHWESTERN CORPORATION


This Warrant Certificate
certifies that ______________ , or its registered assigns, is the registered
holder of Warrants expiring November 1, 2007 (the “Warrants”) to purchase
Common Stock, par value $.01 (the “Common Stock”), of NorthWestern
Corporation, a Delaware corporation (the “Company”).  Each Warrant entitles the registered holder
upon exercise at any time until 5:00 p.m. Chicago Time on November 1, 2007, to
receive from the Company one fully paid and nonassessable share of Common Stock
(the “Warrant Shares”) at the initial exercise price (the “Exercise
Price”) of $28.48 per share payable in lawful money of the United States of
America upon surrender of this Warrant Certificate and payment of the Exercise
Price at the office or agency of the Warrant Agent, subject to the conditions
set forth herein and in the Warrant Agreement referred to on the reverse
hereof.  The Exercise Price and number
of Warrant Shares issuable upon exercise of the Warrants are subject to
adjustment upon the occurrence of certain events set forth in the Warrant
Agreement.


This Warrant is
immediately exercisable.  No Warrant may
be exercised after 5:00 p.m. Chicago Time on November 1, 2007 and, to the
extent not exercised by such time, such Warrants shall become void.


Reference is made to the
further provisions of this Warrant Certificate set forth on the reverse hereof
and such further provisions shall for all purposes have the same effect as though
fully set forth at this place.


This Warrant Certificate
shall not be valid unless countersigned by the Warrant Agent, as such term is
used in the Warrant Agreement.


This Warrant Certificate
shall be governed by and construed in accordance with the internal laws of the
State of New York.


 


A-1

















 


IN WITNESS
WHEREOF, NorthWestern Corporation has caused this Warrant Certificate to be
signed by its duly authorized officer, by a signature or a facsimile thereof.


Dated:


	
   

  	
  NORTHWESTERN
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
  Countersigned:

  	
   

  	
   

  
	
   

  	
   

  
	
  LASALLE BANK
  NATIONAL ASSOCIATION,

  	
   

  	
   

  
	
  as Warrant Agent

  	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Authorized
  Signatory

  	
   

  	
   

  



 


A-2

















 


[Form of Warrant Certificate]


[Reverse]


The Warrants evidenced by
this Warrant Certificate are part of a duly authorized issue of Warrants
expiring November 1, 2007 entitling the holder on exercise to receive shares of
Common Stock, par value $.01 per share, of the Company (the “Common Stock”),
and are issued or to be issued pursuant to a Warrant Agreement dated as of
November 1, 2004 (the “Warrant Agreement”), duly executed and delivered
by the Company to LaSalle Bank National Association, as warrant agent (the “Warrant
Agent”), which Warrant Agreement is hereby incorporated by reference in and
made a part of this instrument and is hereby referred to for a description of
the rights, limitation of rights, obligations, duties and immunities thereunder
of the Warrant Agent, the Company and the holders (the words “holders” or
“holder” meaning the registered holders or registered holder) of the
Warrants.  A copy of the Warrant
Agreement may be obtained by the holder hereof upon written request to the
Company.  Capitalized terms used herein
without definition shall have the meanings ascribed to them in the Warrant
Agreement.


The Warrants are
immediately exercisable and may be exercised at any time prior to 5:00 p.m.
Chicago Time on November 1, 2007.  The
holder of Warrants evidenced by this Warrant Certificate may exercise them by
surrendering this Warrant Certificate, together with payment of the Exercise
Price in lawful money of the United States of America at the office of the
Warrant Agent.  In the event that upon
any exercise of Warrants evidenced hereby the number of Warrants exercised
shall be less than the total number of Warrants evidenced hereby, there shall
be issued to the holder hereof or its assignee a new Warrant Certificate
evidencing the number of Warrants not exercised.


The Warrant Agreement
provides that upon the occurrence of certain events the Exercise Price set
forth on the face hereof and/or the number of shares of Common Stock issuable
upon the exercise of each Warrant shall, subject to certain conditions, be
adjusted.  No fractions of a share of
Common Stock will be issued upon the exercise of any Warrant, but the Company
will pay the cash value thereof determined as provided in the Warrant
Agreement.


Warrant Certificates,
when surrendered at the office of the Warrant Agent by the registered holder
thereof in person or by legal representative or attorney duly authorized in
writing, may be exchanged, in the manner and subject to the limitations
provided in the Warrant Agreement, but without payment of any service charge,
for another Warrant Certificate or Warrant Certificates of like tenor
evidencing in the aggregate a like number of Warrants.


Upon due presentation for
registration of transfer of this Warrant Certificate at the office of the
Warrant Agent a new Warrant Certificate or Warrant Certificates of like tenor
evidencing in the aggregate a like number of Warrants shall be issued to the
transferee(s) in exchange for this Warrant Certificate, subject to the


 


A-3

















 


limitations provided in
the Warrant Agreement, without charge except for any tax or other governmental
charge imposed in connection therewith.


The Company and the
Warrant Agent may deem and treat the registered holder(s) thereof as the
absolute owner(s) of this Warrant Certificate (notwithstanding any notation of
ownership or other writing hereon made by anyone) for the purpose of any
exercise hereof, of any distribution to the holder(s) hereof, and for all other
purposes, and neither the Company nor the Warrant Agent shall be affected by
any notice to the contrary.  Neither the
Warrants nor this Warrant Certificate entitles any holder hereof to any rights
of a stockholder of the Company.


 


A-4

















 


FORM OF ELECTION TO PURCHASE


(To be executed if holder
desires to

exercise the Warrant Certificate)


To:  LASALLE BANK NATIONAL
ASSOCIATION, as Warrant Agent:


The undersigned hereby
irrevocably elects to exercise ____________ Warrants represented by this
Warrant Certificate to purchase the shares of Common Stock issuable upon the
exercise of such Warrants and requests that Certificates for such shares be
issued in the name of and delivered to:


Please insert social security 

or other identifying number


                                                                                                                                                                                                
                                                                (Please
print name and address)


                                                                                                                                                                                                


If such number of
Warrants shall not be the Warrants evidenced by this Warrant Certificate, a new
Warrant Certificate for the balance remaining of such Warrants shall be
registered in the name of and delivered to:


Please insert social
security 

or other identifying number


                                                                                                                                                                                                
                                                                (Please
print name and address)


                                                                                                                                                                                                


Dated:                                                    


                                                                

Signature

(Signature must conform in all 

respects to name of holder as

specified on the face of this 

Warrant Certificate)


 


A-5

















 


Signature
Guarantee:                                                                                           


Signature must be
guaranteed by an eligible guarantor institution within the meaning of
Securities and Exchange Commission Rule 17Ad-15 (including banks, stock
brokers, savings and loan associations, national securities exchanges,
registered securities associations, clearing agencies and credit unions) with
membership or participation in an approved signature guarantee medallion
program if this Warrant is to be delivered other than to and in the name of the
registered holder.


 


A-6

















 


Annex A to Warrant Agreement


ASSIGNMENT FORM

(To be executed by the registered holder if such holder

desires to transfer the Warrant Certificates)


FOR VALUE RECEIVED,
__________________________________ hereby sells, assigns and transfers unto


Name:                                                                                                                                                                                     

                                                    (Please
typewrite or print in block letters)


Address:                                                                                                                                                                                


this Warrant Certificate, together with all right, title and interest
therein, and does hereby irrevocably constitute and appoint ________________
Attorney, to transfer within the Warrant Certificate the same on the books of
the Company, with full power of substitution in the premises.


Dated:                                                    


Signature


                                                                                                                


Signature Guarantee:                                                                                           


Signature must be
guaranteed by an eligible guarantor institution within the meaning of
Securities and Exchange Commission Rule 17Ad-15 (including banks, stock
brokers, savings and loan associations, national securities exchanges,
registered securities associations, clearing agencies and credit unions) with
membership or participation in an approved signature guarantee medallion
program if this Warrant is to be delivered other than to and in the name of the
registered holder.


Notice


The signature to the
foregoing assignment must correspond to the name as written upon the face of
this Warrant Certificate in every particular, without alteration or enlargement
or any change whatsoever.


 


A-7