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201407773
<br />THIS TENTH SUPPLEMENTAL INDENTURE, dated as of August 1, 2012 (the
<br />"Supplemental Indenture "), is made by and between NORTHWESTERN CORPORATION
<br />(formerly known as NorthWestern Public Service Company), a corporation organized and
<br />existing under the laws of the State of Delaware (the "Company "), the post office address of
<br />which is 3010 West 69th Street, Sioux Falls, South Dakota 57108, and THE BANK OF NEW
<br />YORK MELLON (formerly known as The Bank of New York (successor to JPMorgan Chase
<br />Bank, N.A. (successor by merger to The Chase Manhattan Bank (National Association)))) (the
<br />"Trustee "), as Trustee under the General Mortgage Indenture and Deed of Trust dated as of
<br />August 1, 1993, hereinafter mentioned, the post office address of which is 101 Barclay Street,
<br />New York, New York 10286;
<br />WHEREAS, the Company has heretofore executed and delivered its General Mortgage
<br />Indenture and Deed of Trust dated as of August 1, 1993 (the "Original Indenture "), to the
<br />Trustee, for the security of the Bonds of the Company issued and to be issued thereunder (the
<br />"Bonds "); and
<br />WHEREAS, the Company has heretofore executed and delivered to the Trustee nine
<br />indentures supplemental to the Original Indenture, the first dated as of August 15, 1993, the
<br />second dated as of August 1, 1995, each of the third, fourth and fifth dated as of September 1,
<br />1995, the sixth dated as of February 1, 2003, the seventh dated as of November 1, 2004, the
<br />eighth dated as of May 1, 2008 and the ninth dated as of May 1, 2010 (the Original Indenture, as
<br />supplemented and amended by the aforementioned nine supplemental indentures and by this
<br />Supplemental Indenture, being hereinafter referred to as the "Indenture "); and
<br />WHEREAS, the Company desires to create two new series of Bonds to be issued under
<br />the Indenture, to be known as First Mortgage Bonds, 4.15% Series due 2042 (the "First
<br />Mortgage Bonds of the 4.15% Series ") and First Mortgage Bonds, 4.30% Series due 2052 (the
<br />"First Mortgage Bonds of the 4.30% Series "), which First Mortgage Bonds of the 4.15% Series
<br />and First Mortgage Bonds of the 4.30% Series are to be issued on the basis of Retired Bonds
<br />pursuant to Section 4.04 of the Indenture; and
<br />WHEREAS, the Company, in the exercise of the powers and authority conferred upon
<br />and reserved to it under the provisions of the Indenture, and pursuant to appropriate resolutions
<br />of the Board of Directors, has duly resolved and determined to make, execute and deliver to the
<br />Trustee a Supplemental Indenture in the form hereof for the purposes herein provided; and
<br />WHEREAS, all conditions and requirements necessary to make this Supplemental
<br />Indenture a valid, binding and legal instrument have been done, performed and fulfilled and the
<br />execution and delivery hereof have been in all respects duly authorized;
<br />8849521v8
<br />NOW, THEREFORE, THIS INDENTURE WITNESSETH:
<br />THAT the Company, in consideration of the acceptance or the purchase and ownership
<br />(as applicable) from time to time of the First Mortgage Bonds of the 4.15% Series and First
<br />Mortgage Bonds of the 4.30% Series and the service by the Trustee and its successors, under the
<br />Indenture and of One Dollar to it, duly paid by the Trustee at or before the ensealing and delivery
<br />of these presents, the receipt whereof is hereby acknowledged, hereby covenants and agrees to
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