Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On September 2, 2020, NorthWestern Corporation d/b/a NorthWestern Energy (NYSE:
NWE) (the "Company") entered into a new $425 million Credit Agreement (the
"Credit Facility") to replace its Third Amended and Restated Credit Agreement,
dated as of December 12, 2016 (the "Prior Credit Facility").
The Credit Facility increases the capacity of the Prior Credit Facility by $25
million to $425 million and extends the maturity date to September 2, 2023, with
uncommitted features that allow the Company to request up to two one-year
extensions to the maturity date and increase the size by an additional
$75 million.
Under the Credit Facility, BOFA Securities, Inc., Credit Suisse Securities (USA)
LLC, and U.S. Bank National Association act as joint lead arrangers; Credit
Suisse Securities (USA) LLC, and U.S. Bank National Association act as
co-syndication agents; Keybank National Association acts as documentation agent;
and Bank of America, N.A., acts as administrative agent.
The Credit Facility does not amortize and is unsecured. Borrowings may be made
at interest rates equal to the Eurodollar rate, plus a margin of 112.5 to 175.0
basis points, or a base rate, plus a margin of 12.5 to 75.0 basis points.
Interest rates, commitment fees and letter of credit fees are based on the
Company's then-current senior unsecured credit ratings. Advances under the
Credit Facility are subject to certain conditions precedent, including the
accuracy of certain representations and warranties and the absence of any
default or event of default. Advances will be used for general corporate
purposes.
The Credit Facility has one financial covenant, requiring that consolidated debt
to total capitalization ratio be less than or equal to 65 percent. The Credit
Facility also contains covenants that restrict the Company in respect of, among
other things, mergers and consolidations, sales of all or substantially all
assets, incurrence of liens and transactions with affiliates. The Credit
Facility is subject to acceleration upon the occurrence of an event of default,
including cross-default to indebtedness in excess of $50 million in the
aggregate, change of control (as defined in the Credit Facility), entry of
judgments of $50 million or more (to the extent not covered by insurance), and
the occurrence of certain Employee Retirement Income Security Act of 1974 and
bankruptcy events.
As of September 2, 2020, the Company has $50 million of loans outstanding under
the Credit Facility, and has no letters of credit issued under the letter of
credit subfacility.
The descriptions of the provisions of the Credit Facility are summary in nature
and are qualified in their entirety by reference to the full and complete terms
of the Credit Facility.
Some of the lenders under the Credit Facility and certain of their affiliates
have engaged, and in the future may engage, in investment banking transactions,
including securities offerings, and in general financing and commercial banking
transactions with, and the provision of services to, us and our affiliates in
the ordinary course of business and otherwise for which they have received, and
will in the future receive, customary fees.

Item 9.01 Financial Statements and Exhibits.


           Exhibit No.           Description of Document
             10.1  *             Credit Agreement, dated September 2, 2020

           * filed herewith

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