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200410978
<br />[FORM OF BOND OF FIRST MORTGAGE BONDS, COLLATERAL (2004) SERIES A, DUE 2009]
<br />THIS BOND IS NOT TRANSFERABLE EXCEPT TO A SUCCESSOR COLLATERAL AGENT UNDER THE COLLATERAL AGREEMENT
<br />(AS IDENTIFIED AND DEFINED BELOW).
<br />NORTHWESTERN CORPORATION
<br />(Incorporated under the laws of the State of Delaware)
<br />FIRST MORTGAGE BOND, COLLATERAL (2004) SERIES A, DUE 2009
<br />No. R-
<br />NorthWestem Corporation, a corporation organized and existing under the laws of the State of Delaware (the "Company ", which term shall
<br />include any successor corporation as defined in the Indenture hereinafter referred to), for value received, hereby promises to pay to Lehman
<br />Commercial Paper Inc., as collateral agent under the Bond Delivery and Collateral Agreement to which reference is hereinafter made, or (subject to
<br />the transfer restrictions hereinbefore and hereinafter described) registered assigns, the sum of dollars, or, if less, the
<br />unpaid principal amount of the Revolving Loans (as hereinafter defined), on the first day of November, 2009 (the "Revolving Credit Maturity Date "),
<br />in any coin or currency of the United States of America which at the time of payment is legal tender for public and private debts, and to pay interest
<br />thereon as described on the reverse hereof in like coin or currency.
<br />The Bonds of the series of which this Bond is one have been issued to Lehman Commercial Paper Inc., as collateral agent (together with its
<br />successors in such capacity, the "Collateral Agent ") under the Bond Delivery and Collateral Agreement, dated as of the date set forth on the reverse
<br />hereof (as amended or otherwise modified, or as waived, or as replaced, in each case, from time to time in accordance with its terms, the "Collateral
<br />Agreement'), between the Company and the Collateral Agent, to secure the obligations of the Company to pay when due the Revolving Credit
<br />Applicable Share (as hereinafter defined) of the Revolving Credit Obligations (as hereinafter defined) under the Credit Agreement, dated as of the
<br />date set forth on the reverse hereof (as amended or otherwise modified, or as waived, or as replaced, in each case, from time to time in accordance
<br />with its terms, the "Credit Agreement "), among the Company, as borrower, the several lenders from time to time parties thereto (the "Lenders'),
<br />Lehman Brothers Inc. and Deutsche Bank Securities Inc., as joint lead arrangers and joint bookrunners, Deutsche Bank Securities Inc., as syndication
<br />agent, Union Bank of California, N.A. and KeyBank National Association, as co- documentation agents, Lehman Commercial Paper Inc., as
<br />administrative agent (together with its successors in such capacity, the "Administrative Agent ") and the Collateral Agent.
<br />This Bond shall not be entitled to any benefit under the Indenture or any indenture supplemental thereto, or become valid or obligatory for
<br />any purpose, until the form of certificate endorsed herein shall have been signed by or on behalf of JPMorgan Chase Bank, the Trustee under the
<br />Indenture, or a successor trustee thereto under the Indenture, or by an authenticating agent duly appointed by the Trustee in accordance with the
<br />terms of the Indenture.
<br />The provisions of this Bond are continued on the reverse hereof and such continued provisions shall for all purposes have the same effect
<br />as though fully set forth at this place.
<br />IN WITNESS WHEREOF, NorthWestem Corporation has caused this Bond to be signed (manually or by facsimile signature) in its name by an
<br />Authorized Executive Officer, as defined in the Indenture, and its corporate seal (or a facsimile thereof) to be hereto affixed and attested (manually or
<br />by facsimile signature) by an Authorized Executive Officer, as defined in the Indenture.
<br />Dated:
<br />ATTEST:
<br />Authorized Executive Officer
<br />NORTHWESTERN CORPORATION
<br />By
<br />Authorized Executive Officer
<br />[FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]
<br />This is one of the Bonds of the series designated therein referred to in the within - mentioned Indenture and Supplemental Indenture dated as
<br />of November 1, 2004.
<br />JPMORGAN CHASE BANK, AS TRUSTEE
<br />By
<br />NY55/405431.7 A-1
<br />Authorized Officer
<br />
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