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If an Event of Default occurs and is continuing, the principal of this First Mortgage Bond may be declared or otherwise become due and payable in the manner and upon the conditions provided for in the Indenture, at the price equal to the outstanding principal amount thereof, together with interest accrued on such principal amount. This Bond shall. not be entitled to any benefit under the Indenture or any indenture supplemental thereto, or become valid or obligatory for any purpose, until the form of certificate endorsed hereon shall have been signed by or on behalf of The Bank of New York Mellon, the Trustee under the Indenture, or a successor trustee thereto under the Indenture, or by an authenticating agent duly appointed by the Trustee in accordance with the terms of the Indenture. IN WITNESSETH WHEREOF, NorthWestern Corporation has caused this First Mortgage Bond to be signed (manually or by facsimile signature) in its name by an Authorized Executive Officer, as defined in the Indenture, and its corporate seal (or a facsimile thereof) to be hereto affixed and attested (manually or by facsimile signature) by an Authorized Executive Officer, as defined in the Indenture. Dated: ATTEST: By Authorized Executive Officer Section 1. The Company hereby creates a new series of Bonds to be known as "First Mortgage Bonds, 4.30% Series due 2052." The First Mortgage Bonds of the 4.30% Series shall be executed, authenticated and delivered in accordance with the provisions of, and shall in all respects be subject to, all of the terms, conditions and covenants of the Indenture, as supplemented and modified. The aggregate principal amount of First Mortgage Bonds of the 4.30% Series, which may be authenticated and delivered under the Indenture (except for First Mortgage Bonds of the 4.30% Series authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other First Mortgage Bonds of the 4.30% Series pursuant to the Indenture and except for First Mortgage Bonds of the 4.30% Series which, pursuant to the 8849521v8 201407773 NORTHWESTERN CORPORATION BY Authorized Executive Officer ARTICLE II. DESCRIPTION OF FIRST MORTGAGE BONDS, 430% SERIES DUE 2052 6