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200410978
<br />SUPPLEMENTAL INDENTURE, dated as of November 1, 2004 (this
<br />"Supplemental Indenture "), 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
<br />of which is 125 S. Dakota Avenue, Suite 1100, Sioux Falls, South Dakota 57104, and
<br />JPMORGAN CHASE BANK (successor by merger to The Chase Manhattan Bank (National
<br />Association)), a bank organized and existing under the laws of the State of New York
<br />(the "Trustee"), as Trustee under the General Mortgage Indenture and Deed of Trust
<br />dated as of August 1, 1993, hereinafter mentioned, the post office address of which is 4
<br />New York Plaza, 15th Floor, New York, New York 10004;
<br />WHEREAS, the Company has heretofore executed and delivered its General
<br />Mortgage Indenture and Deed of Trust dated as of August 1, 1993 (the "Original
<br />Indenture "), to the Trustee, for the security of the Bonds of the Company issued and to be
<br />issued thereunder (the "Bonds "); and
<br />WHEREAS, the Company has heretofore executed and delivered to the Trustee six
<br />indentures supplemental to the Original Indenture, the first dated as of August 15, 1993,
<br />the second dated as of August 1, 1995, each of the third, fourth and fifth dated as of
<br />September 1, 1995, and the sixth dated as of February 1, 2003 (the Original Indenture, as
<br />supplemented and amended by the aforementioned six supplemental indentures and by
<br />this Supplemental Indenture, being hereinafter referred to as the "Indenture "); and
<br />WHEREAS, the Company desires to create three new series of Bonds to be issued
<br />under the Indenture, to be known respectively as First Mortgage Bonds, Collateral (2004)
<br />Series A, due 2009 (the "First Mortgage Bonds, Collateral (2004) Series A "), First
<br />Mortgage Bonds, Collateral (2004) Series B, due 2011 (the "First Mortgage Bonds,
<br />Collateral (2004) Series B ") and First Mortgage Bonds, Collateral (2004) Series C, due
<br />2014 (the "First Mortgage Bonds, Collateral (2004) Series C "); and
<br />WHEREAS, the Company, in the exercise of the powers and authority conferred
<br />upon and reserved to it under the provisions of the Indenture, and pursuant to appropriate
<br />resolutions of the Board of Directors, has duly resolved and determined to make, execute
<br />and deliver to the Trustee a Supplemental Indenture in the form hereof for the purposes
<br />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
<br />and the execution and delivery hereof have been in all respects duly authorized;
<br />Now, THEREFORE, THIS INDENTURE WITNESSETH:
<br />THAT NorthWestern Corporation, in consideration of the acceptance or the
<br />purchase and ownership (as applicable) from time to time of the Bonds and the service by
<br />the Trustee and its successors, under the Indenture and of One Dollar to it, duly paid by
<br />the Trustee at or before the ensealing and delivery of these presents, the receipt whereof
<br />is hereby acknowledged, hereby covenants and agrees to and with the Trustee and its
<br />NY55/405431.7
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