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20160'7645
<br />THIS FIFTEENTH SUPPLEMENTAL INDENTURE, dated as of September 1, 2016
<br />(the "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 fourteen
<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, the ninth dated as of May 1, 2010, the tenth dated as of
<br />August 1, 2012, the eleventh dated as of December 1, 2013, the twelfth dated as of December 1,
<br />2014, the thirteenth dated as of September 1, 2015 and the fourteenth dated as of June 1, 2016
<br />(the Original Indenture, as supplemented and amended by the aforementioned fourteen
<br />supplemental indentures and by this Supplemental Indenture, being hereinafter referred to as the
<br />"Indenture "); and
<br />WHEREAS, the Company desires to create a new series of Bonds to be issued under the
<br />Indenture, to be known as First Mortgage Bonds, 2.66% Series, due 2026 (the "First Mortgage
<br />Bonds of the 2.66% Series" or "First Mortgage Bonds "), which First Mortgage Bonds of the
<br />2.66% Series are to be issued on the basis of Property Additions pursuant to Section 4.03 of the
<br />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 />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 2.66% Series and the
<br />service by the Trustee and its successors, under the Indenture and of One Dollar to it, duly paid
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