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[FORM OF BOND OF FIRST MORTGAGE BONDS, COLLATERAL (2004) SERIES B, DUE 2011 ]
<br />THIS BOND IS NOT TRANSFERABLE EXCEPT TO A SUCCESSOR COLLATERAL AGENT UNDER THE COLLATERAL AGREEMENT
<br />(AS IDENTIFIED AND DEFINED BELOW).
<br />20041097$
<br />NORTHWESTERN CORPORATION
<br />(Incorporated under the laws of the State of Delaware)
<br />FIRST MORTGAGE BOND, COLLATERAL (2004) SERIES B, DUE 2011
<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, in installments prior to, and
<br />the balance on, the first day of November, 2011 (the "Term Loan Maturity Date "), in each case, in such amount as is described on the reverse hereof
<br />for such installment or such balance, as applicable, and in any coin or currency of the United States of America which at the time of payment is legal
<br />tender for public and private debts, and to pay interest 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 Term Loan Applicable
<br />Share (as hereinafter defined) of the principal of and interest on the term loans (the "Term Loans ") made and outstanding under the Credit
<br />Agreement, dated as of the date set forth on the reverse hereof (as amended or otherwise modified, or as waived, or as replaced, in each case, from
<br />time to time in accordance with its terms, the "Credit Agreement "), among the Company, as borrower, the several lenders from time to time parties
<br />thereto (the "Lenders "), Lehman Brothers Inc. and Deutsche Bank Securities Inc., as joint lead arrangers and joint bookrunners, Deutsche Bank
<br />Securities Inc., as syndication agent, Union Bank of California, N.A. and KeyBank National Association, as co- documentation agents, Lehman
<br />Commercial Paper Inc., as 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 />NORTHWESTERN CORPORATION
<br />By
<br />Authorized Executive Ojfcer
<br />Authorized Executive Ojfcer
<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 B -1
<br />Authorized Officer
<br />
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