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<br />THIS NINTH SUPPLEMENTAL �NDENTURE, dated as af May 1, 2010 (the
<br />"Supplemental Indenture"), is made by and between NORTHWESTERN CORPORATION
<br />(formerly known as NorthWestern Public Service Company), a corporation arganized and
<br />existing und�r the lavvs of the State of Delaware (the "Company"), the post office address of
<br />which is 3010 West 69th Street, Sioux Falls, South Dakata 57108, and THE BANK OF NEW
<br />YORK MELLON (formerly known as The Bank of New York (successor ta JPMorgan Chase
<br />Bank, N.A. (successor by merger to The Chase Manhattan Bank (National Association)))) (the
<br />"Trustee"), as Trustee under the General Mortgage Indenture and Deed of Trust dated as of
<br />August 1, 1993, hereinafter rnentioned, the post of�ce address of which is 101 Barclay Street,
<br />New York, New York 10286;
<br />WHEREAS, the Company has heretofore executed and delivered its General Mortgage
<br />Indenture and Deed of Trust dated as of August 1, 1993 (the "Original Indenture"), to the
<br />Trustee, for the security of the Bonds of the Company issued and ta be issued thereunder (the
<br />"Bonds"); and
<br />WHEREAS, the Company has heretofore executed and delivered to the Trustee ei�ht
<br />indentures supplemental to the Original Indenture, the first dated as of August 15, 1993, the
<br />second dated as of August l, 1995, each of the third, fourth and fifth dated as of September 1,
<br />1995, the sixth dated as of February 1, 2003, the seventh dated as of November 1, 2004 and the
<br />eighth dated as af May 1, 2008 (the Original Indenture, as supplemented and amended by the
<br />aforementioned eigY�t supplernental indentures and by this Supplemental Tndenture, being
<br />hereinafter referred to as the "Indenture"); and
<br />WHEREAS, the Cornpany desires to create a new series of Bonds to be issued under the
<br />Indenture, to be known as First Mortgage Bonds, 5.01 % Series due 2025 (the "First Mortgage
<br />Bonds of the S.O1% Series"), which First Mortgage Bonds of the 5.01% Series are to be issued
<br />on the basis af Retired Bonds pursuant to Section 4.04 of the Indenture; and
<br />WHEREAS, the Company, in the exercise of the pawers and autharity conferred upon
<br />and reserved to it under the provisions af the Indenture, and pursuant to appropriate resolutions
<br />of the Board af Directors, has duly resolved and determined to make, execute and deliver to the
<br />Trustee a Supplemental Indenture in the form hereof for the purposes herein provided; and
<br />WHEREAS, all canditions and requirements necessary to make this Supplemental
<br />Indenture a valid, binding and legal instrurnent have been done, performed and fulfilled and the
<br />execution and delivery hereof have been in all respects duly authorized;
<br />NUW, THEREFORE, THIS YNDENTURE WYTNESSETH:
<br />THAT the Cornpany, in consideration of the acceptance or the purchase and ownership
<br />(as applicable) from time to time of the First Mortgage Bonds of the 5.01 % Series and the
<br />service by the Trustee and its successors, under the Indenture and of One Dollar to it, duly paid
<br />by the Trustee at or before the ensealing and delivery of these presents, the receipt whereof is
<br />hereby acknowledged, hereby covenants and agrees to and with the Trustee and its successors in
<br />the trust under the Tndenture, for the benefit of thase vvho shall hold the Bonds as follows:
<br />6720279v6
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