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200302132 [FORM OF BOND OF THE CREDIT AGREEMENT (2002) SERIES,^DUE 2006] TRANSFER OF THIS BOND IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER CONTAINED IN THE INDENTURE TO WE{ICH REFERENCE IS MADE IN THIS BOND. THE TRANSFER RESTRICTIONS ARE DESCRIBED ON THE REVERSE OF THIS BOND. NORTHWESTERN CORPORATION (Incorporated under the laws ofthe State of Delaware) NEw MORTGAGE BOND, CREDIT AGREEMENT (2002) Senor. DUE 2006 No. R- S NorthWestem Corporation, a corporation organized and existing under the laws ofthe State of Delaware (the "Comoan v", which term shall include any successor corporation as defined in the Indenture hereinafter referred to), for value received, hereby promises to pay to Credit Suisse First Boston, acting through its Cayman Islands Branch, as collateral agent under the Bond Collateral Agreement to which reference is hereinafter made, or (subject to the transfer restrictions described on the reverse hereof) registered assigns, the sum of dollars, in installments prior to, and the balance or, the first day of December, 2006 (the "Marrnry Date"), in each case, in such amount as is described on the reverse hereof for Such installment or such balance, as applicable, and in any coin or currency of the United States of Amenea which at the time of payment is legal tender for public and private debts, and to pay interest thereon as described on the reverse hereof in like coin or currency. The Bonds of the series of which this Bond is one have been issued to Credit Suisse First Boston, acting through its Cayman Islands Branch, as collateral agent (together with its successors in such capacity, the "Collateral Agent') under the Bond Collateral Agreement, dated on of the 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 with its terms, the "Collateral Aareemor ), between the Company and the Collateral Agent, to secure the obligations ofthe Company to pay when due the Applicable Share (as hereinafter defined) of the principal of and interest on the loans (the "Loans') made and outstanding under the Credit Agreement, dated as of December 17, 2002 (as amended or otherwise modified, or as waived, or as replaced, in each case, ftom time to time in accordance with its terms, the "Credit AereemenP), among the Company, as borrower, the several lenders from time to time parties thereto (the "Lenders") and Credit Suisse First Boston, acting through its Cayman Islands Branch, as administrative agent (together with its successors in such capacity, the "Administrative AgenP). This Bond shall not be entitled to any benefit under the Indenture or any indenture supplemental thereto, or become valid or obligatory for 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 Indenture, or a successor trustee thereto under the Indenture, or by an authenticating agent duly appointed by the Trustee in accordance with the terms of the Indenture The provisions of this Bond are continued on the reverse hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place. IN WITNESS WHEREOF, NorthWestem Corporation has caused this Bond to be signed (manually or by facsimile signature) in its name by an Authorized Executive Officer, as defined in the Indenture, and its corporate seal (or a facsimile thereof) to be hereto affixed and attested (manually or by facsimile signature) by an Authorized Executive Officer, as defined in the Indenture. Dated: ATTEST: By Authorized Executive Oficer NORTHWESTERN CORPORATION Authorized Executive Officer [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION] Thus Is one ofthe Brands of the series designated therein referred to in the wlthm- mentioned Indenture and SupPlensit al Indenture dated as of February I, 2063. JPMORGAN CHASE BANK, AS TRUSTEE By Authorized Officer NY530339Ie.13