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200302132
<br />SUPPLEMENTAL INDENTURE, dated as of February 1, 2003 (this
<br />"Supplemental Indenture "), made by and between NORTHWESTERN CORPORATION
<br />(formerly known as NorthWestern Public Service Company), a corporation organized
<br />and existing under the laws of the State of Delaware (the "Company"), the post office
<br />address of which is 125 S. Dakota Avenue, Suite 1100, Sioux Falls, South Dakota 57104,
<br />and JPMORGAN CHASE BANK (successor by merger to The Chase Manhattan Bank
<br />(National Association)), a bank organized and existing under the laws of the State of New
<br />York (the "Trustee "), as Trustee under the General Mortgage Indenture and Deed of
<br />Trust dated as of August 1, 1993, hereinafter mentioned, the post office address of which
<br />is 4 New York Plaza, 15" 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 "Ori final
<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 five
<br />indentures supplemental to the Original Indenture, the first dated as of August 15, 1993,
<br />the second dated as of August 1, 1995 and each of the third, fourth and fifth dated as of
<br />September 1, 1995 (the Original Indenture, as supplemented and amended by the
<br />aforementioned five supplemental indentures and by this Supplemental Indenture, being
<br />hereinafter referred to as the "Indenture "); and
<br />WHEREAS, the Company desires to create a new series of Bonds to be issued
<br />under the Indenture, to be knowat as New Mortgage Bonds, Credit Agreement (2002)
<br />Series, due 2006 (the "New Mortgage Bonds of the Credit Agreement (2002) Series ");
<br />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 />successors in the trust under the Indenture, for the benefit of those who shall hold the
<br />Bonds as follows:
<br />NY5523v,M. 13
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