ex10-2_bondpurchagmt.htm


    
      Execution
Version

    

    
      

    

     

     

    NorthWestern
Corporation

    


    


    


    $55,000,000

    


    


    


    First
Mortgage Bonds, 5.71% Series due October 15, 2039

    


    


    ______________

    


    Bond
Purchase Agreement

    


    ______________

    


    


    Dated
September 30, 2009

     

    
      


    

    


    


    


    
      
        
          2677300.05.01.doc

          1917244

        

         


      

      
         


        
          

        

      

      
         


      

    


    
      TABLE
OF CONTENTS

       

      
        	
                SECTION

                 

              	
                HEADING

                 

              	
                PAGE

                 

              


      

      
        	
                
SECTION
      1.      DESCRIPTION
      OF BONDS

                 

              	
                
1

                 

              


      

      
        	
                
SECTION
      2.      SALE
      AND PURCHASE OF
      BONDS

                 

              	
                
2

                 

              


      

      
        	
                
SECTION
      3.     
      CLOSING

                 

              	
                
2

                 

              


      

      
        	
                
SECTION
      4.      CONDITIONS
      TO CLOSING

                 

              	
                
2

                 

              


      

      
        	
                 

                 

              	
                
SECTION
      4.1.      REPRESENTATIONS
      AND WARRANTIES

                 

              	
                
2

                 

              


      

      
        	
                 

                 

              	
                
SECTION
      4.2.      PERFORMANCE;
      NO DEFAULT

                 

              	
                
3

                 

              


      

      
        	
                 

                 

              	
                
SECTION
      4.3.      COMPLIANCE
      CERTIFICATES

                 

              	
                
3

                 

              


      

      
        	
                 

                 

              	
                
SECTION
      4.4.      OPINIONS
      OF COUNSEL

                 

              	
                
3

                 

              


      

      
        	
                 

                 

              	
                
SECTION
      4.5.      PURCHASE
      PERMITTED BY APPLICABLE
      LAW, ETC

                 

              	
                
3

                 

              


      

      
        	
                 

                 

              	
                
SECTION
      4.6.      SALE
      OF OTHER
      BONDS

                 

              	
                
4

                 

              


      

      
        	
                 

                 

              	
                
SECTION
      4.7.      PAYMENT
      OF SPECIAL COUNSEL
      FEES

                 

              	
                
4

                 

              


      

      
        	
                 

                 

              	
                
SECTION
      4.8.      PRIVATE
      PLACEMENT NUMBER

                 

              	
                
4

                 

              


      

      
        	
                 

                 

              	
                
SECTION
      4.9.      CHANGES
      IN CORPORATE
      STRUCTURE

                 

              	
                
4

                 

              


      

      
        	
                 

                 

              	
                
SECTION
      4.10.      FUNDING
      INSTRUCTIONS

                 

              	
                
4

                 

              


      

      
        	
                 

                 

              	
                
SECTION
      4.11.      COMMISSION
      APPROVAL

                 

              	
                
4

                 

              


      

      
        	
                 

                 

              	
                
SECTION
      4.12.      UCC
      FINANCING STATEMENTS

                 

              	
                
4

                 

              


      

      
        	
                 

                 

              	
                
SECTION
      4.13.      COMPLIANCE
      WITH INDENTURE

                 

              	
                
5

                 

              


      

      
        	
                 

                 

              	
                
SECTION
      4.14.      PROCEEDINGS
      AND DOCUMENTS

                 

              	
                
5

                 

              


      

      
        	
                
SECTION
      5.      REPRESENTATIONS
      AND WARRANTIES OF
      THE COMPANY

                 

              	
                
5

                 

              


      

      
        	
                 

                 

              	
                
SECTION
      5.1.      
      ORGANIZATION; POWER AND
      AUTHORITY

                 

              	
                
5

                 

              


      

      
        	
                 

                 

              	
                
SECTION
      5.2.      
      AUTHORIZATION, ETC

                 

              	
                
5

                 

              


      

      
        	
                 

                 

              	
                
SECTION
      5.3.      
      DISCLOSURE

                 

              	
                
5

                 

              


      

      
        	
                 

                 

              	
                
SECTION
      5.4.      ORGANIZATION
      AND OWNERSHIP OF
      SHARES OF SUBSIDIARIES;
      AFFILIATES

                 

              	
                
6

                 

              


      

      
        	
                 

                 

              	
                
SECTION 
      5.5.      FINANCIAL
      STATEMENTS; MATERIAL
      LIABILITIES

                 

              	
                
6

                 

              


      

      
        	
                 

                 

              	
                
SECTION
      5.6.       COMPLIANCE
      WITH LAWS, OTHER
      INSTRUMENTS, ETC

                 

              	
                
7

                 

              


      

      
        	
                 

                 

              	
                
SECTION
      5.7.      
      GOVERNMENTAL AUTHORIZATIONS,
      ETC

                 

              	
                
7

                 

              


      

      
        	
                 

                 

              	
                
SECTION
      5.8.      LITIGATION;
      OBSERVANCE OF AGREEMENTS,
      STATUTES AND
      ORDERS

                 

              	
                
7

                 

              


      

      
        	
                 

                 

              	
                
SECTION
      5.9.      
      TAXES

                 

              	
                
8

                 

              


      

      
        	
                 

                 

              	
                
SECTION
      5.10.      TITLE
      TO PROPERTY;
      LEASES

                 

              	
                
8

                 

              


      

      
        	
                 

                 

              	
                
SECTION
      5.11.      LICENSES,
      PERMITS, ETC

                 

              	
                
8

                 

              


      

      
        	
                 

                 

              	
                
SECTION 5.12.     
      COMPLIANCE WITH
      ERISA

                 

              	
                
9

                 

              


      

      
        	
                 

                 

              	
                
SECTION 5.13.     
      PRIVATE OFFERING BY
      THE COMPANY; QUALIFICATION
      OF INDENTURE

                 

              	
                
9

                 

              


      

      
        	
                 

                 

              	
                
SECTION
      5.14.      USE
      OF PROCEEDS; MARGIN
      REGULATIONS

                 

              	
                
10

                 

              


      

       

       

      
        
          
          

        

        
          -
i -

          
            

          

        

        
          
          

        

      

       

      
      

       

      
        	
                 

                 

              	
                
SECTION
      5.15.      EXISTING
      INDEBTEDNESS; FUTURE
      LIENS

                 

              	
                
10

                 

              


      

      
        	
                 

                 

              	
                
SECTION
      5.16.      FOREIGN
      ASSETS CONTROL REGULATIONS,
      ETC

                 

              	
                
11

                 

              


      

      
        	
                 

                 

              	
                
SECTION
      5.17.      STATUS
      UNDER CERTAIN
      STATUTES

                 

              	
                
11

                 

              


      

      
        	
                 

                 

              	
                
SECTION
      5.18.      ENVIRONMENTAL
      MATTERS

                 

              	
                
11

                 

              


      

      
        	
                 

                 

              	
                
SECTION
      5.19.      LIEN
      OF INDENTURE

                 

              	
                
12

                 

              


      

      
        	
                 

                 

              	
                
SECTION
      5.20.     
      FILINGS

                 

              	
                
12

                 

              


      

      
        	
                
SECTION
      6.      REPRESENTATIONS
      OF THE
      PURCHASERS

                 

              	
                
13

                 

              


      

      
        	
                 

                 

              	
                
SECTION
      6.1.      PURCHASE
      FOR INVESTMENT

                 

              	
                
13

                 

              


      

      
        	
                 

                 

              	
                
SECTION
      6.2.      SOURCE
      OF FUNDS

                 

              	
                
13

                 

              


      

      
        	
                
SECTION
      7.      INFORMATION
      AS TO
      COMPANY

                 

              	
                
15

                 

              


      

      
        	
                 

                 

              	
                
SECTION
      7.1.      FINANCIAL
      AND BUSINESS
      INFORMATION

                 

              	
                
15

                 

              


      

      
        	
                 

                 

              	
                
SECTION
      7.2.      OFFICER'S
      CERTIFICATE

                 

              	
                
17

                 

              


      

      
        	
                 

                 

              	
                
SECTION
      7.3.     
      VISITATION

                 

              	
                
18

                 

              


      

      
        	
                
SECTION
      8.     
      COVENANTS

                 

              	
                
18

                 

              


      

      
        	
                
SECTION
      9.      EXPENSES,
      ETC

                 

              	
                
19

                 

              


      

      
        	
                 

                 

              	
                
SECTION
      9.1.      TRANSACTION
      EXPENSES

                 

              	
                
19

                 

              


      

      
        	
                 

                 

              	
                
SECTION
      9.2.     
      SURVIVAL

                 

              	
                
19

                 

              


      

      
        	
                
SECTION
      10.      SURVIVAL
      OF REPRESENTATIONS AND
      WARRANTIES; ENTIRE
      AGREEMENT

                 

              	
                
20

                 

              


      

      
        	
                
SECTION
      11.      AMENDMENTS
      AND WAIVERS

                 

              	
                
20

                 

              


      

      
        	
                
SECTION
      12.     
      NOTICES

                 

              	
                
20

                 

              


      

      
        	
                
SECTION
      13.     
      INDEMNIFICATION

                 

              	
                
21

                 

              


      

      
        	
                
SECTION
      14.     
      MISCELLANEOUS

                 

              	
                
21

                 

              


      

      
        	
                 

                 

              	
                
SECTION
      14.1.      SUCCESSORS
      AND ASSIGNS

                 

              	
                
21

                 

              


      

      
        	
                 

                 

              	
                
SECTION
      14.2.      ACCOUNTING
      TERMS

                 

              	
                
21

                 

              


      

      
        	
                 

                 

              	
                
SECTION 14
      .3.     
      SEVERABILITY

                 

              	
                
21

                 

              


      

      
        	
                 

                 

              	
                
SECTION
      14.4.      CONSTRUCTION,
      ETC

                 

              	
                
21

                 

              


      

      
        	
                 

                 

              	
                
SECTION
      14.5.     
      COUNTERPARTS

                 

              	
                
22

                 

              


      

      
        	
                 

                 

              	
                
SECTION
      14.6.      GOVERNING
      LAW

                 

              	
                
22

                 

              


      

      
        	
                 

                 

              	
                
SECTION
      14.7.      JURISDICTION
      AND PROCESS; WAIVER
      OF JURY
      TRIAL

                 

              	
                
22

                 

              


      

      
        	
                
SIGNATURE

                 

              	
                
24

                 

              


      

       

       

      
        
          
          

        

        
          -
ii -

          
            

          

        

        
          
          

        

      

       

    



    Schedule A — Information
Relating to Purchasers

    


    Schedule B — Defined
Terms

    


    Schedule 4.12 — UCC
Filings

    


    Schedule 5.3 — Disclosure
Materials

    


    Schedule 5.4 — Subsidiaries of
the Company and Ownership of Subsidiary Stock

    


    Schedule 5.5 — Financial
Statements

    


    Schedule 5.7 — Required
Approvals

    


    Schedule 5.15 — Existing
Indebtedness

    


    Schedule 5.20 — Filings

    


    Exhibit A — Form of
Twenty-Eighth Supplemental Indenture

    


    Exhibit 4.4(a)(i) — Form of Opinion
of Special Counsel for the Company

    


    Exhibit 4.4(a)(ii) — Form of Opinion
of Local Counsel for the Company

    


    Exhibit
4.4(a)(iii) — Form of Opinion
of General Counsel for the Company

    


    Exhibit 4.4(b) — Form of Opinion
of Special Counsel for the Purchasers

     


    
      
         


      

      
        - iii
-

        
          

        

      

      
         


      

    


    NorthWestern
Corporation

    3010
West 69th Street

    Sioux
Falls, South Dakota 57108

    


    First
Mortgage Bonds, 5.71% Series due October 15, 2039

    


    


    


    September 30,
2009

    


    


    To
Each of the Purchasers Listed in

    Schedule A
Hereto:

     

    Ladies
and Gentlemen:

     

    NorthWestern
Corporation (formerly known as NorthWestern Public Service Company), a
corporation organized and existing under the laws of the State of Delaware (the
“Company”), agrees with
each of the purchasers whose names appear at the end hereof (each, a “Purchaser” and,
collectively, the “Purchasers”) as
follows:

     

    
      	
               
      

            	
              Section 1.Description
      of Bonds.

            


    

     

    The
Company will authorize the issue and sale of $55,000,000 aggregate principal
amount of its First Mortgage Bonds, 5.71% Series due October 15, 2039 (the “Bonds”).  The
Bonds will be issued under and secured by a Mortgage and Deed of Trust dated as
of October 1, 1945 (the “Original Indenture”) by and
among the Company (as successor to NorthWestern Energy, L.L.C., in turn
successor to The Montana Power Company) and the Bank of New York Mellon
(formerly The Bank of New York) (as successor to Guaranty Trust Company of New
York), as corporate trustee (hereinafter called the “Corporate Trustee”), Ming
Ryan (as indirect successor to Arthur E. Burke), (Ming Ryan being hereinafter
sometimes called the “Co-Trustee”; and the Corporate
Trustee and the Co-Trustee being hereinafter together sometimes called the “Trustees”), which Original
Indenture was executed and delivered to secure the payment of Bonds issued or to
be issued under and in accordance with the provisions of the Original Indenture
pursuant to the Twenty-Eighth Supplemental Indenture (the “Twenty-Eighth Supplemental
Indenture”, the Original Indenture together with all supplements and
amendments thereto, including the Twenty-Eighth Supplemental Indenture being
hereinafter collectively referred to as the “Indenture”) which
Twenty-Eighth Supplemental Indenture will be substantially in the form attached
hereto as Exhibit A, with such
changes therein, if any, as shall be approved by the Purchasers and the
Company.  Certain capitalized and other terms used in this Agreement
are defined in Schedule B; and
references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a
Schedule or an Exhibit attached to this Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      
        
           

          
            	 NorthWestern
      Corporation	Bond Purchase
      Agreement


          

        

      

    

    
      	
               
      

            	
              Section 2.Sale
      and Purchase of Bonds.

            


    

     

    Subject
to the terms and conditions of this Agreement, the Company will issue and sell
to each Purchaser and each Purchaser will purchase from the Company, at the
Closing provided for in Section 3, Bonds in the
principal amount specified opposite such Purchaser’s name in Schedule A at the
purchase price of 100% of the principal amount thereof.  The
Purchasers’ obligations hereunder are several and not joint obligations and no
Purchaser shall have any liability to any Person for the performance or
non-performance of any obligation by any other Purchaser hereunder.

     

    
      	
               
      

            	
              Section 3.Closing.

            


    

     

    The
execution and delivery of the Agreement will occur at the offices of Chapman and
Cutler LLP, 111 West Monroe Street, Chicago, Illinois 60603 on
September 30, 2009 (the “Execution
Date”).

     

    The sale
and purchase of the Bonds to be purchased by each Purchaser shall occur at the
offices of Chapman and Cutler LLP, 111 West Monroe, Chicago, IL, at
10:00 a.m., Chicago time, at a closing (the “Closing”) on October 15,
2009 or such other Business Day thereafter on or prior to October 31, 2009,
as may be agreed upon by the Company and the Purchasers.  At the
Closing the Company will deliver to each Purchaser the Bonds to be purchased by
such Purchaser in the form of a single Bond (or such greater number of Bonds in
denominations of at least $1,000 as such Purchaser may request) dated the date
of the Closing, authenticated by the Trustee and registered in such Purchaser’s
name (or in the name of its nominee), against delivery by such Purchaser to the
Company or its order of immediately available funds in the amount of the
purchase price therefor by wire transfer of immediately available funds for the
account of the Company to account number 153910224325 at US Bank N.A., 800
Nicollet Mall, Minneapolis, MN 55402, ABA: 123000848, Account Name -
NorthWestern Corporation General Account.  If at the Closing the
Company shall fail to tender such Bonds to any Purchaser as provided above in
this Section 3, or
any of the conditions specified in Section 4 shall not have
been fulfilled to such Purchaser’s satisfaction, such Purchaser shall, at its
election, be relieved of all further obligations under this Agreement, without
thereby waiving any rights such Purchaser may have by reason of such failure or
such nonfulfillment.

     

    
      	
               
      

            	
              Section 4.Conditions
      to Closing.

            


    

     

    Each
Purchaser’s obligation to execute and deliver this Agreement on the Execution
Date and to purchase and pay for the Bonds to be sold to such Purchaser at the
Closing is subject to the fulfillment to such Purchaser’s reasonable
satisfaction, prior to or at the Execution Date and/or the Closing, as the case
may be, of the following conditions:

     

    Section 4.1. Representations and
Warranties.  The representations and warranties of the Company
in this Agreement shall be correct when made on the Execution Date and at the
time of the Closing.

    
       

      
        
          
          

        

        
          - 2
-

          
            

          

        

        
          
          

        

        
          
            
               

              
                	 NorthWestern
      Corporation	Bond Purchase
      Agreement


              

            

          

        

      

    

    Section 4.2. Performance; No Default. The Company shall have
performed and complied with all agreements and conditions contained in this
Agreement required to be performed or complied with by it prior to or on the
Execution Date and at the Closing and after giving effect to the issue and sale
of the Bonds (and the application of the proceeds thereof as contemplated by
Section 5.14) no
Default or Event of Default shall have occurred and be continuing.

     

    Section 4.3. Compliance
Certificates.  The Company shall have performed and complied
with all agreements and conditions contained in the Indenture which are required
to be performed or complied with by the Company for the issuance of the
Bonds.  In addition the Company shall have delivered the following
certificates:

     

    (a)Officer’s
Certificates.  The Company shall have delivered to such
Purchaser (i) an Officer’s Certificate certifying that the conditions
specified in Section 4 have been
fulfilled and (ii) an Officer’s Certificate regarding  no Event
of Default pursuant to Section 28(2) of the Indenture, in each case, dated
the date of the Closing.

     

    (b)Secretary’s
Certificate.  The Company shall have delivered to such
Purchaser a certificate of its Secretary or Assistant Secretary, dated the date
of Closing, certifying as to the resolutions attached thereto and other
corporate proceedings relating to the authorization, execution and delivery of
the Bonds and this Agreement.

     

    Section 4.4. Opinions of
Counsel.  Such Purchaser shall have received opinions in form
and substance satisfactory to such Purchaser, dated the date of the Closing
(a) (i) from Leonard, Street and Deinard, counsel for the Company (which
may be in-house counsel for the Company), (ii) from local Montana counsel
for the Company, and (iii) from general counsel for the Company covering
the matters set forth in Exhibits 4.4(a)(i),
4.4(a)(ii) and 4.4(a)(iii), respectively, and
covering such other matters incident to the transactions contemplated hereby as
such Purchaser or its counsel may reasonably request (and the Company hereby
instructs its counsel to deliver such opinions to the Purchasers) and
(b) from Chapman and Cutler LLP, the Purchasers’ special counsel in
connection with such transactions, substantially in the form set forth in Exhibit 4.4(b) and
covering such other matters incident to such transactions as such Purchaser may
reasonably request.

     

    Section 4.5. Purchase Permitted By Applicable
Law, Etc.  On the date of the Closing such Purchaser’s purchase
of Bonds shall (a) be permitted by the laws and regulations of each
jurisdiction to which such Purchaser is subject, without recourse to provisions
(such as section 1405(a)(8) of the New York Insurance Law) permitting
limited investments by insurance companies without restriction as to the
character of the particular investment, (b) not violate any applicable law
or regulation (including, without limitation, Regulation T, U or X of the Board
of Governors of the Federal Reserve System) and (c) not subject such
Purchaser to any tax, penalty or liability under or pursuant to any applicable
law or regulation, which law or regulation was not in effect on the date
hereof.  If requested by such Purchaser, such Purchaser shall have
received an Officer’s Certificate certifying as to such matters of fact
regarding the Company and its Subsidiaries as such Purchaser may reasonably
specify to enable such Purchaser to determine whether such purchase is so
permitted.

    
      
         

        
          
            
            

          

          
            - 3
-

            
              

            

          

          
            
            

          

          
            
              
                 

                
                  	 NorthWestern
      Corporation	Bond Purchase
      Agreement


                

              

            

          

        

      

    

    Section 4.6. Sale of Other
Bonds.  Contemporaneously with the Closing the Company shall
sell to each other Purchaser and each other Purchaser shall purchase the Bonds
to be purchased by it at the Closing as specified in Schedule A.

     

    Section 4.7. Payment of Special Counsel
Fees.  Without limiting the provisions of Section 9, the Company
shall have paid on or before the date of the Closing the reasonable fees,
charges and disbursements of the Purchasers’ special counsel referred to in
Section 4.4 to the
extent reflected in a statement of such counsel rendered to the Company at least
one Business Day prior to the date of the Closing, as the case may be.


     

    Section 4.8. Private Placement
Number.  On or before the date of the Closing, a Private
Placement Number issued by Standard & Poor’s CUSIP Service Bureau (in
cooperation with the SVO) shall have been obtained for the Bonds.

     

    Section 4.9. Changes in Corporate
Structure.  The Company shall not have changed its jurisdiction
of incorporation or organization, as applicable, or been a party to any merger
or consolidation or succeeded to all or any substantial part of the liabilities
of any other entity, at any time following the date of the most recent financial
statements referred to in Schedule 5.5.  

     

    Section 4.10. Funding
Instructions.  At least three Business Days prior to the date
of the Closing, each Purchaser shall have received written instructions signed
by a Responsible Officer on letterhead of the Company confirming the information
specified in Section 3 including
(i) the name and address of the transferee bank, (ii) such transferee
bank’s ABA number and (iii) the account name and number into which the
purchase price for the Bonds is to be deposited.

     

    Section 4.11. Commission
Approval.  On or before the date of the Closing, the Company
shall have delivered reasonably satisfactory evidence to the Purchasers and
their special counsel that the Company previously received the required
regulatory approvals described in Schedule 5.7. authorizing
the issue and sale of the Bonds, and said orders remain in full force and effect
as of the date of Closing.  

     

    Section 4.12. UCC Financing
Statements.  On or before the date of the Closing, the UCC
Financing Statements shall have been duly filed or recorded by any debtor party
in such manner and in such places as is described in Schedule 4.12 (the “Collateral Filings”) and no
other UCC Financing Statements or instruments shall be required to be filed to
perfect the security interests and Liens of the Trustee in the Mortgaged
Property created by or pursuant to the Indenture that can be perfected by filing
a UCC Financing Statement under the UCC.

     

    Section 4.13. Compliance with
Indenture.  On or before the date of the Closing, the Company
shall have performed and complied with all agreements and conditions contained
in the Indenture which are required to be performed or complied with by the
Company for the issuance of the Bonds.

     

    Section 4.14. Proceedings and
Documents.  All corporate and other proceedings in connection
with the transactions contemplated by this Agreement and all documents and
instruments incident to such transactions shall be satisfactory to such
Purchaser and its special counsel, and such Purchaser and its special counsel
shall have received all such counterpart originals or certified or other copies
of such documents as such Purchaser or such special counsel may reasonably
request.

    
      
         

        
          
            
            

          

          
            - 4
-

            
              

            

          

          
            
            

          

          
            
              
                 

                
                  	 NorthWestern
      Corporation	Bond Purchase
      Agreement


                

              

            

          

        

      

    

    
      	
               
      

            	
              Section 5.Representations
      and Warranties of the Company.

            


    

     

    The
Company represents and warrants to each Purchaser, on the Execution Date and the
date of the Closing, that:

     

    Section 5.1. Organization; Power and
Authority.  The Company is a corporation duly organized,
validly existing and in good standing under the laws of its jurisdiction of
incorporation, and is duly qualified as a foreign corporation and is in good
standing in each jurisdiction in which such qualification is required by law,
other than those jurisdictions as to which the failure to be so qualified or in
good standing could not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect.  The Company has the
corporate power and authority to own or hold under lease the properties it
purports to own or hold under lease, to transact the business it transacts and
proposes to transact, to execute and deliver the Financing Agreements and to
perform the provisions hereof and thereof.

     

    Section 5.2. Authorization,
Etc.  The Financing Agreements have been duly authorized by all
necessary corporate action on the part of the Company, and the Financing
Agreements constitute, and upon execution and delivery thereof by the Company
and authentication by the Trustee, each Bond will constitute, a legal, valid and
binding obligation of the Company enforceable against the Company in accordance
with its terms, except as such enforceability may be limited by
(i) applicable bankruptcy, insolvency, reorganization, moratorium or other
similar laws affecting the enforcement of creditors’ rights generally and
(ii) general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).

     

    Section 5.3. Disclosure.  This
Agreement and the documents, certificates or other writings delivered to the
Purchasers by or on behalf of the Company in connection with the transactions
contemplated hereby and identified in Schedule 5.3, and the
financial statements listed in Schedule 5.5 (this
Agreement and such documents, certificates or other writings and such financial
statements delivered to each Purchaser prior to September 3, 2009 being
referred to, collectively, as the “Disclosure Documents”),
taken as a whole, do not contain any untrue statement of a material fact or omit
to state any material fact necessary to make the statements therein not
misleading in light of the circumstances under which they were
made.  Without limiting the foregoing, the Disclosure Documents fairly
describe, in all material respects, the general nature of the business and
principal properties of the Company and its Subsidiaries.  Except as
disclosed in the Disclosure Documents, since December 31, 2008, there has been no change
in the financial condition, operations, business, properties or prospects of the
Company or any Subsidiary except changes that individually or in the aggregate
could not reasonably be expected to have a Material Adverse
Effect.  There is no fact known to the Company that could reasonably
be expected to have a Material Adverse Effect that has not been set forth herein
or in the Disclosure Documents.

    
      
         

        
          
            
            

          

          
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                  	 NorthWestern
      Corporation	Bond Purchase
      Agreement


                

              

            

          

        

      

    

    Section 5.4. Organization and Ownership of Shares
of Subsidiaries; Affiliates.  (a) Schedule 5.4 contains
(except as noted therein) complete and correct lists (i) of the Company’s
Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the
jurisdiction of its organization, and the percentage of shares of each class of
its capital stock or similar equity interests outstanding owned by the Company
and each other Subsidiary, (ii) of the Company’s Affiliates, other than
Subsidiaries, and (iii) of the Company’s directors and senior
officers.

     

    (b)All of the outstanding shares of capital stock or similar equity
interests of each Subsidiary shown in Schedule 5.4 as being
owned by the Company and its Subsidiaries have been validly issued, are fully
paid and nonassessable and are owned by the Company or another Subsidiary free
and clear of any Lien (except as otherwise disclosed in Schedule 5.4).

     

    (c)Each Subsidiary identified in Schedule 5.4 is a
corporation or other legal entity duly organized, validly existing and in good
standing under the laws of its jurisdiction of organization, and is duly
qualified as a foreign corporation or other legal entity and is in good standing
in each jurisdiction in which such qualification is required by law, other than
those jurisdictions as to which the failure to be so qualified or in good
standing could not, individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect.  Each such Subsidiary has the
corporate or other power and authority to own or hold under lease the properties
it purports to own or hold under lease and to transact the business it transacts
and proposes to transact.

     

    (d)No Subsidiary is a party to, or otherwise subject to any legal,
regulatory, contractual or other restriction (other than this Agreement, the
agreements listed on Schedule 5.4 or Schedule 5.15 and
customary limitations imposed by corporate law or similar statutes) restricting
the ability of such Subsidiary to pay dividends out of profits or make any other
similar distributions of profits to the Company or any of its Subsidiaries that
owns outstanding shares of capital stock or similar equity interests of such
Subsidiary.

     

    Section 5.5. Financial Statements; Material
Liabilities.  The Company has delivered to each Purchaser
copies of the financial statements of the Company and its Subsidiaries listed on
Schedule 5.5.  All
of said financial statements (including in each case the related schedules and
notes) fairly present in all material respects the consolidated financial
position of the Company and its Subsidiaries as of the respective dates
specified in such Schedule and the consolidated results of their operations and
cash flows for the respective periods so specified and have been prepared in
accordance with GAAP consistently applied throughout the periods involved except
as set forth in the notes thereto (subject, in the case of any interim financial
statements, to normal year-end adjustments).  The Company and its
Subsidiaries do not have any Material liabilities that are not disclosed on such
financial statements or otherwise disclosed in the Disclosure
Documents.

     

    Section 5.6. Compliance with Laws, Other
Instruments, Etc.  The execution, delivery and performance by
the Company of the Financing Agreements will not (a) contravene, result in
any breach of, or constitute a default under, or result in the creation of any
Lien (other than the continuing Lien of the Indenture) in respect of any
property of the Company or any Subsidiary under, any indenture, mortgage, deed
of trust, loan, purchase or credit agreement, lease, corporate charter or
by-laws, or any other agreement or instrument to which the Company or any
Subsidiary is bound or by which the Company or any Subsidiary or any of their
respective properties may be bound or affected, (b) conflict with or result
in a breach of any of the terms, conditions or provisions of any order,
judgment, decree, or ruling of any court, arbitrator or Governmental Authority
applicable to the Company or any Subsidiary or (c) violate any provision of
any statute or other rule or regulation of any Governmental Authority applicable
to the Company or any Subsidiary. 

    
      
         

        
          
            
            

          

          
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                  	 NorthWestern
      Corporation	Bond Purchase
      Agreement


                

              

            

          

        

      

    

    Section 5.7. Governmental Authorizations,
Etc.   No consent, approval, authorization, or order of,
or filing with, or declaration with, any Governmental Authority or body or any
court is required for the consummation of the transactions contemplated by the
Financing Agreements in connection with the issuance and sale of the Bonds by
the Company except for filings with or the orders of the Federal Energy
Regulatory Commission (“FERC”) and the Montana
Public Service Commission, which approvals have, as described on Schedule 5.7, previously
been obtained.  The issuance and sale of the Bonds has been authorized
by order of the FERC, and by order of the Montana Public Service Commission,
which orders are in full force and effect.  

     

    Section 5.8. Litigation; Observance of
Agreements, Statutes and Orders.  (a) There are no
actions, suits, investigations or proceedings pending or, to the knowledge of
the Company, threatened against or affecting the Company or any Subsidiary or
any property of the Company or any Subsidiary in any court or before any
arbitrator of any kind or before or by any Governmental Authority that,
individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect.

     

    (b)Neither the Company nor any Subsidiary is in default under any
term of any agreement or instrument to which it is a party or by which it is
bound, or any order, judgment, decree or ruling of any court, arbitrator or
Governmental Authority or is in violation of any applicable law, ordinance, rule
or regulation (including without limitation Environmental Laws or the USA
Patriot Act) of any Governmental Authority, which default or violation,
individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect.

     

    Section 5.9. Taxes.  The Company
and its Subsidiaries have filed all tax returns that are required to have been
filed in any jurisdiction, and have paid all taxes shown to be due and payable
on such returns and all other taxes and assessments levied upon them or their
properties, assets, income or franchises, to the extent such taxes and
assessments have become due and payable and before they have become delinquent,
except for any taxes and assessments (a) the amount of which is not
individually or in the aggregate Material or (b) the amount, applicability
or validity of which is currently being contested in good faith by appropriate
proceedings and with respect to which the Company or a Subsidiary, as the case
may be, has established adequate reserves in accordance with
GAAP.  The Company knows of no basis for any other tax or assessment
that could reasonably be expected to have a Material Adverse
Effect.  The charges, accruals and reserves on the books of the
Company and its Subsidiaries in respect of Federal, state or other taxes for all
fiscal periods are adequate.  The Federal income tax liabilities of
the Company and its Subsidiaries have been finally determined (whether by reason
of completed audits or the statute of limitations having run) for all fiscal
years up to and including the fiscal year ended December 31,
2000.

    
      
         

        
          
            
            

          

          
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                  	 NorthWestern
      Corporation	Bond Purchase
      Agreement


                

              

            

          

        

      

    

    Section 5.10. Title to Property;
Leases.  The Company has good and marketable fee simple title
to all properties owned by it which are subject to the Indenture, subject only
(a) to the Lien of the Indenture, (b) to Excepted Encumbrances (as defined in
the Indenture) and (c) to minor exceptions and defects which do not, in the
aggregate, materially interfere with the use by the Company of such properties
for the purposes for which they are held, materially detract from the value of
said properties or in any material way impair the security afforded by the
Indenture.  Such properties constitute and comprise substantially all
of the utility properties directly owned by the Company in the States of Montana
and Wyoming.  For  the avoidance of doubt, due to the
release of the Company's ownership interest in the Colstrip Unit 4 coal-fired
generating plant from the Lien of the Indenture in 1985 in connection with a
sale/leaseback transaction, until such time as the trust which currently holds
title to such portion of the Colstrip Unit 4 coal-fired generating plant is
dissolved, such interest in Colstrip Unit 4 is not subject to the Lien of the
Indenture.  All leases that individually or in the aggregate are
Material are valid and subsisting and are in full force and effect in all
material respects.

     

    Section 5.11. Licenses, Permits,
Etc.  (a) The Company and its Subsidiaries own or possess
all licenses, permits, franchises, authorizations, patents, copyrights,
proprietary software, service marks, trademarks and trade names, or rights
thereto, that individually or in the aggregate are Material, without known
conflict with the rights of others.

     

    (b)To the best knowledge of the Company, no product of the Company
or any of its Subsidiaries infringes in any material respect any license,
permit, franchise, authorization, patent, copyright, proprietary software,
service mark, trademark, trade name or other right owned by any other
Person.

     

    (c)To the best knowledge of the Company, there is no Material
violation by any Person of any right of the Company or any of its Subsidiaries
with respect to any patent, copyright, proprietary software, service mark,
trademark, trade name or other right owned or used by the Company or any of its
Subsidiaries.

     

    Section 5.12. Compliance with
ERISA.  (a) The Company and each ERISA Affiliate have
operated and administered each Plan in compliance with all applicable laws
except for such instances of noncompliance as have not resulted in and could not
reasonably be expected to result in a Material Adverse
Effect.  Neither the Company nor any ERISA Affiliate has incurred any
liability pursuant to Title I or IV of ERISA or the penalty or excise tax
provisions of the Code relating to employee benefit plans (as defined in
section 3 of ERISA), and no event, transaction or condition has occurred or
exists that could reasonably be expected to result in the incurrence of any such
liability by the Company or any ERISA Affiliate, or in the imposition of any
Lien on any of the rights, properties or assets of the Company or any ERISA
Affiliate, in either case pursuant to Title I or IV of ERISA or to such
penalty or excise tax provisions or to section 401(a)(29) or 412 of the
Code or section 4068 of ERISA, other than such liabilities or Liens as would not
be individually or in the aggregate Material.

     

    (b)The present value of the aggregate benefit liabilities under each
of the Plans (other than Multiemployer Plans), determined as of the end of such
Plan’s most recently ended plan year on the basis of the actuarial assumptions
specified for funding purposes in such Plan’s most recent actuarial valuation
report, did not exceed the aggregate current value of the assets of such Plan
allocable to such benefit liabilities by more than $150,000,000 in the aggregate
for all Plans.  The term “benefit liabilities” has the
meaning specified in section 4001 of ERISA and the terms “current value” and “present value” have the
meaning specified in section 3 of ERISA.

    
      
         

        
          
            
            

          

          
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                  	 NorthWestern
      Corporation	Bond Purchase
      Agreement


                

              

            

          

        

      

    

    (c)The Company and its ERISA Affiliates have not incurred withdrawal
liabilities (and are not subject to contingent withdrawal liabilities) under
section 4201 or 4204 of ERISA in respect of Multiemployer Plans that
individually or in the aggregate are Material.

     

    (d)The expected postretirement benefit obligation (determined as of
the last day of the Company’s most recently ended fiscal year in accordance with
Financial Accounting Standards Board Statement No. 106, without regard to
liabilities attributable to continuation coverage mandated by section 4980B of
the Code) of the Company and its Subsidiaries is not more than
$40,000,000.

     

    (e)The execution and delivery of this Agreement and the issuance and
sale of the Bonds hereunder will not involve any transaction that is subject to
the prohibitions of section 406 of ERISA or in connection with which a tax
could be imposed pursuant to section 4975(c)(1)(A)-(D) of the
Code.  The representation by the Company to each Purchaser in the
first sentence of this Section 5.12(e) is made
in reliance upon and subject to the accuracy of such Purchaser’s representation
in Section 6.2 as
to the sources of the funds used to pay the purchase price of the Bonds to be
purchased by such Purchaser.

     

    Section 5.13. Private Offering by the Company;
Qualification of Indenture.  (a) Neither the Company nor
anyone acting on its behalf has offered the Bonds or any similar securities for
sale to, or solicited any offer to buy any of the same from, or otherwise
approached or negotiated in respect thereof with, any person other than the
Purchasers and not more than 50 other Institutional Investors, each of which has
been offered the Bonds at a private sale for investment.  Neither the
Company nor anyone acting on its behalf has taken, or will take, any action that
would subject the issuance or sale of the Bonds to the registration requirements
of Section 5 of the Securities Act or to the registration requirements of
any securities or blue sky laws of any applicable jurisdiction.

     

    (b)Neither the execution and delivery of the Financing Agreements
nor the consummation of the transactions contemplated thereby, including the
issuance and sale of the Bonds , will require the qualification of the Indenture
under the Trust Indenture Act of 1939, as amended.

     

    Section 5.14. Use of Proceeds; Margin
Regulations.  The Company will apply the proceeds of the sale
of the Bonds to provide additional financing for the Mill Creek generation
project and make capital investments in the Company’s state-regulated
transmission and distribution networks.  No part of the proceeds from
the sale of the Bonds hereunder will be used, directly or indirectly, for the
purpose of buying or carrying any margin stock within the meaning of
Regulation U of the Board of Governors of the Federal Reserve System
(12 CFR 221), or for the purpose of buying or carrying or trading in any
securities under such circumstances as to involve the Company in a violation of
Regulation X of said Board (12 CFR 224) or to involve any broker or
dealer in a violation of Regulation T of said Board (12 CFR
220).  Margin stock does not constitute more than 5% of the value of
the consolidated assets of the Company and its Subsidiaries and the Company does
not have any present intention that margin stock will constitute more than 5% of
the value of such assets.  As used in this Section, the terms “margin stock” and “purpose of buying or
carrying” shall have the meanings assigned to them in said
Regulation U.

    
      
         

        
          
            
            

          

          
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                  	 NorthWestern
      Corporation	Bond Purchase
      Agreement


                

              

            

          

        

      

    

    Section 5.15. Existing Indebtedness; Future
Liens.  (a) Schedule 5.15 sets forth
a complete and correct list of all outstanding Indebtedness of the Company and
its Subsidiaries as of June 30, 2009 (including a description of the
obligors and obligees, principal amount outstanding and collateral therefor, if
any, and Guaranty thereof, if any), since which date there has been no Material
change in the amounts, interest rates, sinking funds, installment payments or
maturities of the Indebtedness of the Company or its
Subsidiaries.  Neither the Company nor any Subsidiary is in default
and no waiver of default is currently in effect, in the payment of any principal
or interest on any Indebtedness of the Company or such Subsidiary and no event
or condition exists with respect to any Indebtedness of the Company or any
Subsidiary that would permit (or that with notice or the lapse of time, or both,
would permit) one or more Persons to cause such Indebtedness to become due and
payable before its stated maturity or before its regularly scheduled dates of
payment.

     

    (b)Except as disclosed in Schedule 5.15, neither
the Company nor any Subsidiary has agreed or consented to cause or permit in the
future (upon the happening of a contingency or otherwise) any of its property,
whether now owned or hereafter acquired, to be subject to a Lien.

     

    (c)Neither the Company nor any Subsidiary is a party to, or
otherwise subject to any provision contained in, any instrument evidencing
Indebtedness of the Company or such Subsidiary, any agreement relating thereto
or any other agreement (including, but not limited to, its charter or other
organizational document) which limits the amount of, or otherwise imposes
restrictions on the incurring of, Indebtedness of the Company, except as
specifically indicated in Schedule 5.15.

     

    Section 5.16. Foreign Assets Control Regulations,
Etc.  (a) Neither the sale of the Bonds by the Company
hereunder nor its use of the proceeds thereof will violate the Trading with the
Enemy Act, as amended, or any of the foreign assets control regulations of the
United States Treasury Department (31 CFR, Subtitle B, Chapter V,
as amended) or any enabling legislation or executive order relating
thereto.

     

    (b)Neither the Company nor any Subsidiary (i) is a Person
described or designated in the Specially Designated Nationals and Blocked
Persons List of the Office of Foreign Assets Control or in Section 1 of the
Anti-Terrorism Order or (ii) engages in any dealings or transactions with
any such Person.  The Company and its Subsidiaries are in compliance,
in all material respects, with the USA Patriot Act. 

     

    (c)No part of the proceeds from the sale of the Bonds hereunder will
be used, directly or indirectly, for any payments to any governmental official
or employee, political party, official of a political party, candidate for
political office, or anyone else acting in an official capacity, in order to
obtain, retain or direct business or obtain any improper advantage, in violation
of the United States Foreign Corrupt Practices Act of 1977, as amended, assuming
in all cases that such Act applies to the Company.

    
      
         

        
          
            
            

          

          
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                  	 NorthWestern
      Corporation	Bond Purchase
      Agreement


                

              

            

          

        

      

    

    Section 5.17. Status under Certain
Statutes.  Neither the Company nor any Subsidiary is subject to
regulation under the Investment Company Act of 1940, as amended, the Public
Utility Holding Company Act of 2005, as amended, or the ICC Termination Act of
1995, as amended.

     

    Section 5.18. Environmental
Matters.  (a) Neither the Company nor any Subsidiary has
knowledge of any claim or has received any notice of any claim, and no
proceeding has been instituted raising any claim against the Company or any of
its Subsidiaries or any of their respective real properties now or formerly
owned, leased or operated by any of them or other assets, alleging any damage to
the environment or violation of any Environmental Laws, except, in each case,
such as could not reasonably be expected to result in a Material Adverse
Effect.

     

    (b)Neither the Company nor any Subsidiary has knowledge of any facts
which would give rise to any claim, public or private, of violation of
Environmental Laws or damage to the environment emanating from, occurring on or
in any way related to real properties now or formerly owned, leased or operated
by any of them or to other assets or their use, except, in each case, such as
could not reasonably be expected to result in a Material Adverse
Effect.

     

    (c)Neither the Company nor any Subsidiary has stored any Hazardous
Materials on real properties now or formerly owned, leased or operated by any of
them and has not disposed of any Hazardous Materials in a manner contrary to any
Environmental Laws in each case in any manner that could reasonably be expected
to result in a Material Adverse Effect; and

     

    (d)All buildings on all real properties now owned, leased or
operated by the Company or any Subsidiary are in compliance with applicable
Environmental Laws, except where failure to comply could not reasonably be
expected to result in a Material Adverse Effect.

     

    Section 5.19. Lien of
Indenture.  The Indenture constitutes a valid and enforceable
first mortgage lien for the equal and proportionate security of the mortgage
bonds issued or to be issued thereunder, upon substantially all of the physical
properties of the Company (other than the Excepted Encumbrances) which are
specifically described therein as subject to the Lien thereof and which are used
or useful in the conduct of the Company’s utility business in Montana and
Wyoming, free from all prior Liens, charges or encumbrances, other than
(a) Permitted Liens (as defined in the Indenture); and (b) in the case
of property acquired after the date of the original execution and delivery of
the Indenture, vendors’ Liens, purchase money mortgages and any other Liens
thereon at the time of acquisition thereof, except to the extent that
enforceability of such Lien may be limited by the effect that the law of the
jurisdictions in which the physical properties covered thereby are located may
have upon the remedies provided in the Indenture.  Such limitations,
however, do not make the remedies afforded inadequate for the realization of the
material benefits of the security provided by the Indenture; provided that
(x) enforceability of such Lien may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the enforcement of
creditors’ rights, and (y) the availability of specific performance,
injunctive relief, or other equitable remedies is subject to the discretion of
the court before which any proceeding therefor may be brought.  The
after-acquired property clause in the Indenture subjects to the Lien thereof all
after-acquired utility property of the Company’s utility business in Montana and
Wyoming as provided therein (except such after-acquired property as may be
deemed to be Excepted Property or is otherwise expressly excepted from the Lien
of the Indenture).  

    
      
         

        
          
            
            

          

          
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                  	 NorthWestern
      Corporation	Bond Purchase
      Agreement


                

              

            

          

        

      

    

    Section 5.20. Filings.  Except
for those filings described in Schedule 5.20, no filing
or recording of the Twenty-Eighth Supplemental Indenture is necessary to perfect
the Lien of the Indenture upon the properties now owned by the Company and
intended to be subject thereto or to extend such lien for the benefit of the
Bonds to be issued thereunder; no re-recording or refiling of the Indenture or
any other instruments or documents (except for periodic filings which extend the
effectiveness of financing statements) is required to preserve and protect the
Lien of the Indenture.  Under the present laws of the states in which
the property intended to be subject to the Lien of the Indenture is located, no
further supplemental indentures or other instruments or documents are required
to be executed, filed and/or recorded to extend the Lien of the Indenture to
after-acquired property.

     

    
      	
               
      

            	
              Section 6.Representations
      of the Purchasers.

            


    

     

    Section 6.1. Purchase for
Investment.  Each Purchaser severally represents that it is
purchasing the Bonds for its own account or for one or more separate accounts
maintained by such Purchaser or for the account of one or more pension or trust
funds and not with a view to the distribution thereof, provided that the disposition
of such Purchaser’s or their property shall at all times be within such
Purchaser’s or their control.  Each Purchaser severally represents
that it and each party referenced in the preceding sentence on whose account
Bonds are purchased by such Purchaser is an “accredited investor” within the
meaning of Regulation D promulgated under the Securities Act.  Each
Purchaser understands that the Bonds have not been registered under the
Securities Act and may be resold only if registered pursuant to the provisions
of the Securities Act or if an exemption from registration is available, except
under circumstances where neither such registration nor such an exemption is
required by law, and that the Company is not required to register the Bonds and
that a legend will be placed on the Bonds reflecting these
circumstances.

     

    Section 6.2. Source of
Funds.  Each Purchaser severally represents that at least one
of the following statements is an accurate representation as to each source of
funds (a “Source”) to be used by such Purchaser to pay the purchase price of the
Bonds to be purchased by such Purchaser hereunder:

     

    (a)the Source is an “insurance company general account” (as the term
is defined in the United States Department of Labor’s Prohibited Transaction
Exemption (“PTE”)
95-60) in respect of which the reserves and liabilities (as defined by the
annual statement for life insurance companies approved by the National
Association of Insurance Commissioners (the “NAIC Annual Statement”)) for
the general account contract(s) held by or on behalf of any employee benefit
plan together with the amount of the reserves and liabilities for the general
account contract(s) held by or on behalf of any other employee benefit plans
maintained by the same employer (or affiliate thereof as defined in PTE 95-60)
or by the same employee organization in the general account do not exceed 10% of
the total reserves and liabilities of the general account (exclusive of separate
account liabilities) plus surplus as set forth in the NAIC Annual Statement
filed with such Purchaser’s state of domicile; or

    
      
         

        
          
            
            

          

          
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                  	 NorthWestern
      Corporation	Bond Purchase
      Agreement


                

              

            

          

        

      

    

    (b)the Source is a separate account that is maintained solely in
connection with such Purchaser’s fixed contractual obligations under which the
amounts payable, or credited, to any employee benefit plan (or its related
trust) that has any interest in such separate account (or to any participant or
beneficiary of such plan (including any annuitant)) are not affected in any
manner by the investment performance of the separate account; or

     

    (c)the Source is either (i) an insurance company pooled separate
account, within the meaning of PTE 90-1 or (ii) a bank collective investment
fund, within the meaning of the PTE 91-38 and, except as disclosed by such
Purchaser to the Company in writing pursuant to this clause (c), no employee
benefit plan or group of plans maintained by the same employer or employee
organization beneficially owns more than 10% of all assets allocated to such
pooled separate account or collective investment fund; or

     

    (d)the Source constitutes assets of an “investment fund” (within the
meaning of Part V of PTE 84-14 (the “QPAM Exemption”)) managed by
a “qualified professional asset manager” or “QPAM” (within the meaning of
Part V of the QPAM Exemption), no employee benefit plan’s assets that are
included in such investment fund, when combined with the assets of all other
employee benefit plans established or maintained by the same employer or by an
affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of
such employer or by the same employee organization and managed by such QPAM,
exceed 20% of the total client assets managed by such QPAM, the conditions of
Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor
a person controlling or controlled by the QPAM (applying the definition of
“control” in Section V(e) of the QPAM Exemption) owns a 5% or more interest
in the Company and (i) the identity of such QPAM and (ii) the names of
all employee benefit plans whose assets are included in such investment fund
have been disclosed to the Company in writing pursuant to this clause (d);
or

     

    (e)the Source constitutes assets of a “plan(s)” (within the meaning
of Section IV of PTE 96-23 (the “INHAM Exemption”)) managed
by an “in-house asset manager” or “INHAM” (within the meaning of Part IV of the
INHAM Exemption), the conditions of Part I(a), (g) and (h) of the INHAM
Exemption are satisfied, neither the INHAM nor a person controlling or
controlled by the INHAM (applying the definition of “control” in Section IV(d)
of the INHAM Exemption) owns a 5% or more interest in the Company and (i) the
identity of such INHAM and (ii) the name(s) of the employee benefit plan(s)
whose assets constitute the Source have been disclosed to the Company in writing
pursuant to this clause (e); or

     

    (f)the Source is a governmental plan; or

    
      
         

        
          
            
            

          

          
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                  	 NorthWestern
      Corporation	Bond Purchase
      Agreement


                

              

            

          

        

      

    

    (g)the Source is one or more employee benefit plans, or a separate
account or trust fund comprised of one or more employee benefit plans, each of
which has been identified to the Company in writing pursuant to this clause (g);
or

     

    (h)the Source does not include assets of any employee benefit plan,
other than a plan exempt from the coverage of ERISA.

     

    As used
in this Section 6.2, the terms
“employee benefit plan,”
“governmental plan,” and “separate account” shall have
the respective meanings assigned to such terms in section 3 of
ERISA.

     

    
      	
               
      

            	
              Section 7.Information
      as to Company.

            


    

     

    Section 7.1. Financial and Business
Information.  The Company shall deliver to each holder of Bonds
that is an Institutional Investor:

     

    (a)Quarterly
Statements — within 60 days (or such shorter period as is 15 days
greater than the period applicable to the filing of the Company’s Quarterly
Report on Form 10-Q (the “Form 10-Q”) with the
SEC regardless of whether the Company is subject to the filing requirements
thereof) after the end of each quarterly fiscal period in each fiscal year of
the Company (other than the last quarterly fiscal period of each such fiscal
year), duplicate copies of,

     

    (i)a consolidated balance sheet of the Company and its Subsidiaries
as at the end of such quarter, and

     

    (ii)consolidated statements of income, changes in stockholders’
equity and cash flows of the Company and its Subsidiaries, for such quarter and
(in the case of the second and third quarters) for the portion of the fiscal
year ending with such quarter,

     

    setting
forth in each case in comparative form the figures for the corresponding periods
in the previous fiscal year, all in reasonable detail, prepared in accordance
with GAAP applicable to quarterly financial statements generally, and certified
by a Senior Financial Officer as fairly presenting, in all material respects,
the financial position of the companies being reported on and their results of
operations and cash flows, subject to changes resulting from year-end
adjustments, provided
that delivery within the time period specified above of copies of the Company’s
Form 10-Q prepared in compliance with the requirements therefor and filed
with the SEC shall be deemed to satisfy the requirements of this Section 7.1(a), provided, further, that the
Company shall be deemed to have made such delivery of such Form 10-Q if it
shall have timely made such Form 10-Q available on “EDGAR” and on its home
page on the worldwide web (at the date of this Agreement located
at:  http//www.northwesternenergy.com) and shall have given each
Purchaser prompt notice of such availability on EDGAR and on its home page in
connection with each delivery (such availability and notice thereof being
referred to as “Electronic
Delivery”);

    
      
         

        
          
            
            

          

          
             -14
-

            
              

            

          

          
            
            

          

          
            
              
                 

                
                  	 NorthWestern
      Corporation	Bond Purchase
      Agreement


                

              

            

          

        

      

    

    (b)Annual
Statements — within 105 days (or such shorter period as is 15 days
greater than the period applicable to the filing of the Company’s Annual Report
on Form 10-K (the “Form 10-K”) with the
SEC regardless of whether the Company is subject to the filing requirements
thereof) after the end of each fiscal year of the Company, duplicate copies
of

     

    (i)a consolidated balance sheet of the Company and its Subsidiaries
as at the end of such year, and

     

    (ii)consolidated statements of income, changes in stockholders’
equity and cash flows of the Company and its Subsidiaries for such
year,

     

    setting
forth in each case in comparative form the figures for the previous fiscal year,
all in reasonable detail, prepared in accordance with GAAP, and accompanied by
an opinion thereon of independent public accountants of recognized national
standing, which opinion shall state that such financial statements present
fairly, in all material respects, the financial position of the companies being
reported upon and their results of operations and cash flows and have been
prepared in conformity with GAAP, and that the examination of such accountants
in connection with such financial statements has been made in accordance with
generally accepted auditing standards, and that such audit provides a reasonable
basis for such opinion in the circumstances, provided that the delivery
within the time period specified above of the Company’s Form 10-K for such
fiscal year (together with the Company’s annual report to stockholders, if any,
prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in
accordance with the requirements therefor and filed with the SEC, shall be
deemed to satisfy the requirements of this Section 7.1(b), provided, further, that the
Company shall be deemed to have made such delivery of such Form 10-K if it
shall have timely made Electronic Delivery thereof;

     

    (c)SEC and Other
Reports — promptly upon their becoming available, one copy of (i) each
financial statement, report, notice or proxy statement sent by the Company or
any Subsidiary to its principal lending banks as a whole (excluding information
sent to such banks in the ordinary course of administration of a bank facility,
such as information relating to pricing and borrowing availability) or to its
public securities holders generally, and (ii) each regular or periodic
report, each registration statement (without exhibits except as expressly
requested by such holder), and each prospectus and all amendments thereto filed
by the Company or any Subsidiary with the SEC and of all press releases and
other statements made available generally by the Company or any Subsidiary to
the public concerning developments that are Material; provided that the Company
shall be deemed to have made such delivery of such materials in clauses (i) and
(ii) of this Section
7.1(c) if it shall have timely made Electronic Delivery thereof (to the
extent delivery in such manner is available). 

     

    (d)Notice of
Default or Event of Default — promptly, and in any event within five days
after a Responsible Officer becoming aware of the existence of any Default or
Event of Default or that any Person has given any notice or taken any action
with respect to a claimed default hereunder or that any Person has given any
notice or taken any action with respect to a claimed default, a written notice
specifying the nature and period of existence thereof and what action the
Company is taking or proposes to take with respect thereto;

    
      
         

        
          
            
            

          

          
            - 15
-

            
              

            

          

          
            
            

          

          
            
              
                 

                
                  	 NorthWestern
      Corporation	Bond Purchase
      Agreement


                

              

            

          

        

      

    

    (e)ERISA
Matters — promptly, and in any event within five days after a Responsible
Officer becoming aware of any of the following, a written notice setting forth
the nature thereof and the action, if any, that the Company or an ERISA
Affiliate proposes to take with respect thereto:

     

    (i)with respect to any Plan, any reportable event, as defined in
section 4043(c) of ERISA and the regulations thereunder, for which notice
thereof has not been waived pursuant to such regulations as in effect on the
date hereof; or

     

    (ii)the taking by the PBGC of steps to institute, or the threatening
by the PBGC of the institution of, proceedings under section 4042 of ERISA
for the termination of, or the appointment of a trustee to administer, any Plan,
or the receipt by the Company or any ERISA Affiliate of a notice from a
Multi-employer Plan that such action has been taken by the PBGC with respect to
such Multi-employer Plan; or

     

    (iii)any event, transaction or condition that could result in the
incurrence of any liability by the Company or any ERISA Affili­ate pursuant
to Title I or IV of ERISA or the penalty or excise tax provisions of the Code
relating to employee benefit plans, or in the imposition of any Lien on any of
the rights, properties or assets of the Company or any ERISA Affiliate pursuant
to Title I or IV of ERISA or such penalty or excise tax provisions, if such
liability or Lien, taken together with any other such liabilities or Liens then
existing, could reasonably be expected to have a Material Adverse Effect;


     

    (f)Notices from
Governmental Authority — promptly, and in any event within 30 days of
receipt thereof, copies of any notice to the Company or any Subsidiary from any
Federal or state Governmental Authority relating to any order, ruling, statute
or other law or regulation that could reasonably be expected to have a Material
Adverse Effect; 

     

    (g)Supplemental
Indentures — promptly, and in any event within five days after the
execution and delivery thereof, a copy of any indenture supplemental to the
Indenture that the Company from time to time may hereafter execute and deliver;
and

     

    (h)Requested
Information — with reasonable promptness, such other data and information
relating to the business, operations, affairs, financial condition, assets or
properties of the Company or any of its Subsidiaries (including, but without
limitation, actual copies of the Company’s Form 10-Q and Form 10-K) or
relating to the ability of the Company to perform its obligations hereunder and
under the Bonds as from time to time may be reasonably requested by any such
holder of Bonds.

    
      
         

        
          
            
            

          

          
            - 16
-

            
              

            

          

          
            
            

          

          
            
              
                 

                
                  	 NorthWestern
      Corporation	Bond Purchase
      Agreement


                

              

            

          

        

      

    

    Section 7.2. Officer’s
Certificate.  Each set of financial statements delivered to a
holder of Bonds pursuant to Section 7.1(b) shall be
accompanied by a certificate of a Senior Financial Officer setting forth (which,
in the case of Electronic Delivery of any such financial statements, shall be by
separate concurrent delivery of such certificate to each holder of
Bonds):

     

    Event of Default — a
statement that such Senior Financial Officer has reviewed the relevant terms
hereof and has made, or caused to be made, under his or her supervision, a
review of the transactions and conditions of the Company and its Subsidiaries
from the beginning of the annual period covered by the statements then being
furnished to the date of the certificate and that such review shall not have
disclosed the existence during such period of any condition or event that
constitutes a Default or an Event of Default or, if any such condition or event
existed or exists (including, without limitation, any such event or condition
resulting from the failure of the Company or any Subsidiary to comply with any
Environmental Law), specifying the nature and period of existence thereof and
what action the Company shall have taken or proposes to take with respect
thereto.

     

    Section 7.3. Visitation.  The
Company shall permit the representatives of each holder of Bonds that is an
Institutional Investor:

     

    (a)No
Default — if no Default or Event of Default then exists, at the expense
of such holder and upon reasonable prior notice to the Company, to visit the
principal executive office of the Company, to discuss the affairs, finances and
accounts of the Company and its Subsidiaries with the Company’s officers, and
(with the consent of the Company, which consent will not be unreasonably
withheld) its independent public accountants, and (with the consent of the
Company, which consent will not be unreasonably withheld) to visit the other
offices and properties of the Company and each Subsidiary, all at such
reasonable times and as often as may be reasonably requested in writing;
and

     

    (b)Default
— if a Default or Event of Default then exists, at the expense of the Company to
visit and inspect any of the offices or properties of the Company or any
Subsidiary, to examine all their respective books of account, records, reports
and other papers, to make copies and extracts therefrom, and to discuss their
respective affairs, finances and accounts with their respective officers and
independent public accountants (and by this provision the Company authorizes
said accountants to discuss the affairs, finances and accounts of the Company
and its Subsidiaries), all at such times and as often as may be
requested.

     

    
      	
               
      

            	
              Section 8.Covenants.  

            


    

     

    (a)The Company shall file the Twenty-Eighth Supplemental Indenture
in a timely manner in all locations necessary in Montana and Wyoming and, in any
event, the Company shall use commercially reasonable best efforts to file such
Twenty-Eighth Supplemental Indenture within 60 days of the date of
Closing.

    
      
         

        
          
            
            

          

          
            - 17
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                  	 NorthWestern
      Corporation	Bond Purchase
      Agreement


                

              

            

          

        

      

    

    (b)The Company will not and will not
permit any Affiliate to purchase, redeem, prepay or otherwise acquire, directly
or indirectly, any of the outstanding Bonds except (a) upon the payment or
prepayment of the Bonds in accordance with the terms of the Twenty-Eighth
Supplemental Indenture and the Bonds or (b) pursuant to an offer to
purchase made by the Company or an Affiliate pro rata to the holders of all
Bonds at the time outstanding upon the same terms and conditions.  Any
such offer shall provide each holder with sufficient information to enable it to
make an informed decision with respect to such offer, and shall remain open for
at least 15 Business Days.  If the holders of more than 10% of the
principal amount of the Bonds then outstanding accept such offer, the Company
shall promptly notify the remaining holders of such fact and the expiration date
for the acceptance by holders of Bonds of such offer shall be extended by the
number of days necessary to give each such remaining holder at least 5 Business
Days from its receipt of such notice to accept such offer.  The
Company will promptly cancel all Bonds acquired by it or any Affiliate pursuant
to any payment, prepayment or purchase of Bonds pursuant to any provision of the
Twenty-Eighth Supplemental Indenture or this Section 8(b) and no Bonds may
be issued in substitution or exchange for any such Bonds.

     

    
      	
               
      

            	
              Section 9.Expenses,
      Etc.

            


    

     

    Section 9.1. Transaction
Expenses.  Whether or not the transactions contemplated hereby
are consummated, the Company will pay all costs and expenses (including
reasonable attorneys’ fees of a special counsel and, if reasonably required by
the Required Holders, local or other counsel) incurred by the Purchasers and
each other holder of a Bond in connection with such transactions and in
connection with any amendments, waivers or consents under or in respect of any
Financing Agreement (whether or not such amendment, waiver or consent becomes
effective), including, without limitation:  (a) the costs and
expenses incurred in enforcing or defending (or determining whether or how to
enforce or defend) any rights under any Financing Agreement or in responding to
any subpoena or other legal process or informal investigative demand issued in
connection with any Financing Agreement, or by reason of being a holder of any
Bond, (b) the costs and expenses, including financial advisors’ fees,
incurred in connection with the insolvency or bankruptcy of the Company or any
Subsidiary or in connection with any work-out or restructuring of the
transactions contemplated hereby and by the Bonds and (c) the costs and
expenses incurred in connection with the initial filing of any Financing
Agreement and all related documents and financial information with the SVO provided, that such costs and
expenses under this clause (c) shall not exceed $3,000.  The
Company will pay, and will save each Purchaser and each other holder of a Bond
harmless from, all claims in respect of any fees, costs or expenses, if any, of
brokers and finders (other than those, if any, retained by a Purchaser or other
holder in connection with its purchase of the Bonds).

     

    Section 9.2. Survival.  The
obligations of the Company under this Section 9 will survive
the payment or transfer of any Bond, the enforcement, amendment or waiver of any
provision of this Agreement or the Bonds, and the termination of this Agreement
and the discharge of the Indenture.

    
      
         

        
          
            
            

          

          
            - 18
-

            
              

            

          

          
            
            

          

          
            
              
                 

                
                  	 NorthWestern
      Corporation	Bond Purchase
      Agreement


                

              

            

          

        

      

    

    
      	
               
      

            	
              Section 10.Survival
      of Representations and Warranties; Entire
  Agreement.

            


    

     

    All
representations and warranties contained herein shall survive the execution and
delivery of this Agreement and the Bonds, the purchase or transfer by any
Purchaser of any Bond or portion thereof or interest therein and the payment of
any Bond, and may be relied upon by any subsequent holder of a Bond, regardless
of any investigation made at any time by or on behalf of such Purchaser or any
other holder of a Bond.  All statements contained in any certificate
or other instrument delivered by or on behalf of the Company pursuant to this
Agreement shall be deemed representations and warranties of the Company under
this Agreement.  Subject to the preceding sentence, the Financing
Agreements embody the entire agreement and understanding between each Purchaser
and the Company and supersede all prior agreements and understandings relating
to the subject matter hereof.

     

    
      	
               
      

            	
              Section 11.Amendments
      and Waivers.

            


    

     

     Any
term of this Agreement may be amended and the observance of any term hereof may
be waived (either generally or in a particular instance and either retroactively
or prospectively) only with the written consent of the Company and the holders
of more than 50% in principal amount of the Bonds at the time
outstanding.  Any amendment or waiver effected in accordance with this
Section 11 shall be
binding upon each holder of any Bond at the time outstanding, each future holder
of any Bond and the Company.  Bonds directly or indirectly held by the
Company or any Affiliate of the Company shall not be deemed outstanding for
purposes of determining whether any amendment or waiver has been effected in
accordance with this Section 11.

     

    
      	
               
      

            	
              Section 12.Notices.

            


    

     

    All
notices and communications provided for hereunder shall be in writing and sent
(a) by telecopy if the sender on the same day sends a confirming copy of
such notice by a recognized overnight delivery service (charges prepaid), or
(b) by registered or certified mail with return receipt requested (postage
prepaid), or (c) by a recognized overnight delivery service (with charges
prepaid).  Any such notice must be sent:

     

    (i)if to any Purchaser or its nominee, to such Purchaser or nominee
at the address specified for such communications in Schedule A, or at such other
address as such Purchaser or nominee shall have specified to the Company in
writing,

     

    (ii)if to any other holder of any Bond, to such holder at such
address as such other holder shall have specified to the Company in
writing,

     

    (iii)if to the Company, to the Company at its address set forth at the
beginning hereof to the attention of the Treasurer, or at such other address as
the Company shall have specified to the holder of each Bond in writing;
or

    
      
         

        
          
            
            

          

          
            - 19
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                  	 NorthWestern
      Corporation	Bond Purchase
      Agreement


                

              

            

          

        

      

    

    (iv)if to the Trustees, to the Corporate Trustee at 101 Barclay
Street, Floor 8 West, New York, New York 10286 or at such other address as
the Trustee shall have specified to the Company and each other party hereto in
writing.

     

    Notices
under this Section 12 will be deemed
given only when actually received.

     

    
      	
               
      

            	
              Section 13.Indemnification.

            


    

     

    The
Company hereby agrees to indemnify and hold the Purchasers harmless from,
against and in respect of any and all loss, liability and expense (including
reasonable attorneys’ fees) arising from any misrepresentation or nonfulfillment
of any undertaking on the part of the Company under this Agreement, or from any
misrepresentation in, or omission from, this Agreement or any other instrument
given, or to be given, to the Purchasers pursuant to this
Agreement.  The indemnification obligations of the Company under this
Section 13 shall
survive the execution and delivery of this Agreement, the delivery of the Bonds
to the Purchasers and the consummation of the transactions contemplated
herein.

     

    
      	
               
      

            	
              Section 14.Miscellaneous.

            


    

     

    Section 14.1. Successors and
Assigns.  All covenants and other agreements contained in this
Agreement by or on behalf of any of the parties hereto bind and inure to the
benefit of their respective successors and assigns (including, without
limitation, any subsequent holder of a Bond) whether so expressed or
not.

     

    Section 14.2. Accounting
Terms.  All accounting terms used herein which are not
expressly defined in this Agreement have the meanings respectively given to them
in accordance with GAAP.  Except as otherwise specifically provided
herein, (i) all computations made pursuant to this Agreement shall be made
in accordance with GAAP, and (ii) all financial statements shall be
prepared in accordance with GAAP.

     

    Section 14.3. Severability.  Any
provision of this Agreement that is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall (to the full extent permitted by law) not invalidate or
render unenforceable such provision in any other jurisdiction.

     

    Section 14.4. Construction,
Etc.  Each covenant contained herein shall be construed (absent
express provision to the contrary) as being independent of each other covenant
contained herein, so that compliance with any one covenant shall not (absent
such an express contrary provision) be deemed to excuse compliance with any
other covenant.  Where any provision herein refers to action to be
taken by any Person, or which such Person is prohibited from taking, such
provision shall be applicable whether such action is taken directly or
indirectly by such Person.

     

    For the
avoidance of doubt, all Schedules and Exhibits attached to this Agreement shall
be deemed to be a part hereof.

    
      
         

        
          
            
            

          

          
            - 20
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                  	 NorthWestern
      Corporation	Bond Purchase
      Agreement


                

              

            

          

        

      

    

    Section 14.5. Counterparts.  This
Agreement may be executed in any number of counterparts, each of which shall be
an original but all of which together shall constitute one
instrument.  Each counterpart may consist of a number of copies
hereof, each signed by less than all, but together signed by all, of the parties
hereto.

     

    Section 14.6. Governing
Law.  This Agreement shall be construed and enforced in
accordance with, and the rights of the parties shall be governed by, the law of
the State of New York excluding choice-of-law principles of the law of such
State that would permit the application of the laws of a jurisdiction other than
such State.

     

    Section 14.7. Jurisdiction and Process; Waiver of
Jury Trial.  (a) The Company irrevocably submits to the
non-exclusive jurisdiction of any New York State or federal court sitting in the
Borough of Manhattan, The City of New York, over any suit, action or proceeding
arising out of or relating to this Agreement or the Bonds.  To the
fullest extent permitted by applicable law, the Company irrevocably waives and
agrees not to assert, by way of motion, as a defense or otherwise, any claim
that it is not subject to the jurisdiction of any such court, any objection that
it may now or hereafter have to the laying of the venue of any such suit, action
or proceeding brought in any such court and any claim that any such suit, action
or proceeding brought in any such court has been brought in an inconvenient
forum.

     

    (b)The Company consents to process being served by or on behalf of
any holder of Bonds in any suit, action or proceeding of the nature referred to
in Section 14.7(a)
by mailing a copy thereof by registered or certified mail (or any substantially
similar form of mail), postage prepaid, return receipt requested, to it at its
address specified in Section 12 or at such
other address of which such holder shall then have been notified pursuant to
said Section.  The Company agrees that such service upon receipt
(i) shall be deemed in every respect effective service of process upon it
in any such suit, action or proceeding and (ii) shall, to the fullest
extent permitted by applicable law, be taken and held to be valid personal
service upon and personal delivery to it.  Notices hereunder shall be
conclusively presumed received as evidenced by a delivery receipt furnished by
the United States Postal Service or any reputable commercial delivery
service.

     

    (c)Nothing in this Section 14.7 shall affect
the right of any holder of a Bond to serve process in any manner permitted by
law, or limit any right that the holders of any of the Bonds may have to bring
proceedings against the Company in the courts of any appropriate jurisdiction or
to enforce in any lawful manner a judgment obtained in one jurisdiction in any
other jurisdiction.

     

    (d)The
parties hereto hereby waive trial by jury in any action brought on or with
respect to this Agreement, the Bonds or any other document executed in
connection herewith or therewith.

    


    *    *    *    *    *


    
      
         


      

      
        - 21
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            	 NorthWestern
      Corporation	Bond Purchase
      Agreement


          

        

      

    


     

    If you
are in agreement with the foregoing, please sign the form of agreement on a
counterpart of this Agreement and return it to the Company, whereupon this
Agreement shall become a binding agreement between you and the
Company.

    


    
      	
               
      

            	
              Very
      truly yours,

            


    

    


    
      	
               
      

            	
              NorthWestern
      Corporation

            


    

    


    


    


    
      	
               
      

            	
              By
      

            


    

    
      	
               
      

            	
              Name:

            


    

    
      	
               
      

            	
              Title:

            


    

    


     

     

    
 

    
      
         


      

      
        - 22
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              	 NorthWestern
      Corporation	Bond Purchase
      Agreement


            

          

        

      

    


    


    This
Agreement is hereby accepted and agreed to as of the date thereof.

    


    


    
      	
               
      

            	
              [Variation]

            


    

    


    


    


    
      	
               
      

            	
              By
      

            


    

    
      	
               
      

            	
              Name:

            


    

    
      	
               
      

            	
              Its:

            


    

     

     

    
 


    
      
         


      

      
        - 23-


        
          

        

      

      
         


      

    


    Information
Relating to Purchasers

    


    
      	
               

              Name
      and Address of Purchaser

            	
              Principal
      Amount of

              Bonds
      to Be Purchased

            
	
              Great-West
      Life & Annuity Insurance Company

              8515
      East Orchard Road, 3T2

              Greenwood
      Village, Colorado  80111

              Attn:  Investments
      Division

            	
              $5,000,000

            


    

     

    Payments

    


    Payment
Instructions - All payments shall be made by wire transfer as
follows:

    


    The Bank
of New York

    ABA
No.:  021-000-018

    BNF
Account No.:  IOC566

    Further
Credit to:  Great-West Life/Acct No. 640935

    


    Reference:1) security description (including
PPN)

    2) allocation of payment between
principal and interest

    3) confirmation of principal
balance

    


    Notices
And Communications

    


    Great-West
Life & Annuity Insurance Company

    8515 East
Orchard Road, 3T2

    Greenwood
Village, Colorado  80111

    Attn:  Investments
Division

    Fax:  (303)737-6193

     

    Name of
Nominee in which Bonds are to be issued:  None

     

    Taxpayer
I.D. Number:  84-0467907

    


    Bonds
should be delivered to:

    


    The
Bank of New York

    3rd
Floor, Window A

    One
Wall Street

    New
York, New York 10286

    Attn:  Receive/Deliver
Dept (Great-West Life/Acct No. 640935)


    
      
        
          Schedule A

          (to Bond
Purchase Agreement)

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
               

              Name
      and Address of Purchaser

            	
              Principal
      Amount of

              Bonds
      to Be Purchased

            
	
              Country
      Life Insurance Company

              1705
      N Towanda Avenue 

              Bloomington,
      Illinois  61702

              Attention:  Investments

              Tel:  (309)
      821-6260

              Fax:  (309)
      821-6301

            	
              $3,000,000

            


    

     

    Payments

     

    All
payments on or in respect of the Bond to be by bank wire transfer of Federal or
other immediately available funds to:

    


    Northern
Trust Chgo/Trust

    ABA
Number 071000152

    Wire
Account Number 5186041000

    For
Further Credit to: 26-02712

    Account
Name: Country Life Insurance
Company

    Representing
P & I on (list security) [BANK]

    


    Accompanying
Information:  

    Name of
Company: NorthWestern Corporation 

    Description
of Security: 5.71% First Mortgage Bonds, due October 15, 2039 (and include
the PPN/CUSIP)

    


    Due date
and application (as among principal, premium and interest) of the payment being
made:

     

    Notices

     

    All
notices and communications to be addressed as first provided above, except
notices related to payments and written confirmation of each such payment, to be
addressed:  

    


    Country
Life Insurance Company

    Attention:  Investment
Accounting 

    1705 N
Towanda Avenue

    Bloomington,
Illinois  61702

    Tele:  (309)
821-6348

    Fax:   (309)
821-2800

     

    Name of
Nominee in which Bonds are to be issued:  None

     

    Taxpayer
I.D. Number:  37-0808781

    

      
        
           


            
              A-2

              


            

          

        

        
           


          
            

          

        

        
           


        

      




    Bonds
should be delivered to:

    


    The
Northern Trust Company of New York

    Harborside
Financial Center 10, Suite 1401

    3
Second Street

    Attn:
26-02712/Country Life Insurance Company

    Jersey
City, NJ  07311

    Include
Acct # and Name in cover letter as well


    
      
        
          A-3

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
               

              Name
      and Address of Purchaser

            	
              Principal
      Amount of

              Bonds
      to Be Purchased

            
	
              Country
      Mutual Insurance Company

              1705
      N Towanda Avenue 

              Bloomington,
      Illinois  61702

              Attention:  Investments

              Tel:  (309)
      821-6260

              Fax:  (309)
      821-6301

            	
              $1,000,000

            


    

     

    Payments

     

    All
payments on or in respect of the Bond to be by bank wire transfer of Federal or
other immediately available funds to:

    


    Northern
Trust  Chgo/Trust

    ABA
Number 071000152

    Wire
Account Number 5186041000

    For
Further Credit to: 26-02698

    Account
Name: Country Mutual Insurance
Company

    Representing
P & I on (list security) [BANK]

    


    Accompanying
Information:  

    Name of
Company: NorthWestern Corporation

    Description
of Security: 5.71% First Mortgage Bonds, due October 15, 2039 (and include
the PPN/CUSIP)

    


    Due date
and application (as among principal, premium and interest) of the payment being
made:

     

    Notices

     

    All
notices and communications to be addressed as first provided above, except
notices related to payments and written confirmation of each such payment, to be
addressed:  

    


    Country
Mutual Insurance Company

    Attention:  Investment
Accounting 

    1705 N
Towanda Avenue

    Bloomington,
Illinois  61702

    Tele:  (309)
821-6348

    Fax:   (309)
821-2800

     

    Name of
Nominee in which Bonds are to be issued:  None

     

    Taxpayer
I.D. Number:  37-0807507

    
 

    
      
        
           


            
              A-4

              


            

          

        

        
           


          
            

          

        

        
           


        

      

    

    


    Bonds
should be delivered to:

    


    The
Northern Trust Company of New York

    Harborside
Financial Center 10, Suite 1401

    3
Second Street

    Attn:
26-02698/Country Life Insurance Company

    Jersey
City, NJ  07311

    Include
Acct # and Name in cover letter as well


    
      
         


          
            A-5

            


          

        

      

      
         


        
          

        

      

      
         


      

    


    


    
      	
               

              Name
      and Address of Purchaser

            	
              Principal
      Amount of

              Bonds
      to Be Purchased

            
	
              John
      Hancock Life Insurance Company

              197
      Clarendon Street

              Boston,
      MA  02116

              Attention:  Bond
      and Corporate Finance, C-2

              Fax
      Number:  (617) 572-6454

            	
              $31,000,000

            


    

     

    Payments

    


    All
payments to be by bank wire transfer of immediately available funds
to::

    


    Bank
Name:Bank of New York Mellon

    Intermediary
Bank:Federal Reserve Bank of
Boston

    ABA
Number:011001234

    Account
Name:F008 US PP
Collector

    DDA
Number:048771

    Account
Number:JPPF1001002

    On Order
of:Name of Issuer, CUSIP/PPN and P&I
Breakdown

    Full
name, interest rate and maturity date of Bonds or other obligations

     

    Notices

    


    All
notices with respect to payments, prepayments (scheduled and unscheduled,
whether partial or in full) and maturity shall be sent to:

    


    
      	
              John
      Hancock Financial
      Services         and

              200
      Berkley Street

              Boston,
      MA 02116

              Attention:  Investment
      Accounting, B-3

              Fax
      Number:  (617) 572-0628

            	
              John
      Hancock Financial Services

              197
      Clarendon Street

              Boston,
      MA  02116

              Attention:  Investment
      Administration, C-2

              Fax
      Number:  (617) 572-5495

            


    

    


    All
notices and communication with respect to compliance reporting, financial
statements and related certifications shall be sent to:

    


    John
Hancock Financial Services

    197
Clarendon Street

    Boston,
MA  02116

    Attention:  Bond
and Corporate Finance, C-2

    Fax
Number:  (617) 572-6454


    
      
        
          A-6

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    


    All other
notices shall be sent to:

    


    
      	
              John
      Hancock Financial Services  and

              197
      Clarendon Street

              Boston,
      MA  02116

              Attention:  Investment
      Law, C-3

              Fax
      Number:  (617) 572-9269

            	
              John
      Hancock Financial Services

              197
      Clarendon Street

              Boston,
      MA  02116

              Attention:  Bond
      and Corporate Finance, C-2

              Fax
      Number:  (617) 572-6454

            


    

    


     

    Name of
Nominee in which Bonds are to be issued:  None

     

    Taxpayer
I.D. Number:  04-1414660

    


    Bonds
should be delivered to:

    


    Michael
J. Mihalik, Jr. 

    John
Hancock Financial Services 

    Senior
Legal Specialist 

    197
Clarendon Street, 3rd Floor 

    Boston,
MA  02116 

    phone:
 (617) 572-9209 


    
      
        
          A-7

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
               

              Name
      and Address of Purchaser

            	
              Principal
      Amount of

              Bonds
      to Be Purchased

            
	
              John
      Hancock Variable Life Insurance Company

              197
      Clarendon Street

              Boston,
      MA  02116

              Attention:  Bond
      and Corporate Finance, C-2

              Fax
      Number:  (617) 572-6454

            	
              $5,000,000

            


    

     

    Payments

    


    All
payments to be by bank wire transfer of immediately available funds
to::

    


    Bank
Name:Bank of New York Mellon

    Intermediary
Bank:Federal Reserve Bank of
Boston

    ABA
Number:011001234

    Account
Name:F008 US PP
Collector

    DDA
Number:048771

    Account
Number:JPPF1001002

    On Order
of:Name of Issuer, CUSIP/PPN and P&I
Breakdown

    Full
name, interest rate and maturity date of Bonds or other obligations

     

    Notices

    


    All
notices with respect to payments, prepayments (scheduled and unscheduled,
whether partial or in full) and maturity shall be sent to:

    


    
      	
              John
      Hancock Financial
      Services         and

              200
      Berkley Street

              Boston,
      MA 02116

              Attention:  Investment
      Accounting, B-3

              Fax
      Number:  (617) 572-0628

            	
              John
      Hancock Financial Services

              197
      Clarendon Street

              Boston,
      MA  02116

              Attention:  Investment
      Administration, C-2

              Fax
      Number:  (617) 572-5495

            


    

    


    All
notices and communication with respect to compliance reporting, financial
statements and related certifications shall be sent to:

    


    John
Hancock Financial Services

    197
Clarendon Street

    Boston,
MA  02116

    Attention:  Bond
and Corporate Finance, C-2

    Fax
Number:  (617) 572-6454


    
      
        
          A-8

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    


    All other
notices shall be sent to:

    


    
      	
              John
      Hancock Financial Services  and

              197
      Clarendon Street

              Boston,
      MA  02116

              Attention:  Investment
      Law, C-3

              Fax
      Number:  (617) 572-9269

            	
              John
      Hancock Financial Services

              197
      Clarendon Street

              Boston,
      MA  02116

              Attention:  Bond
      and Corporate Finance, C-2

              Fax
      Number:  (617) 572-6454

            


    

    


     

    Name of
Nominee in which Bonds are to be issued:  None

     

    Taxpayer
I.D. Number:  04-2664016

    


    Bonds
should be delivered to:

    


    Michael
J. Mihalik, Jr. 

    John
Hancock Financial Services 

    Senior
Legal Specialist 

    197
Clarendon Street, 3rd Floor 

    Boston,
MA  02116 

    phone:
 (617) 572-9209 

    



    
      
        
          A-9

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
               

              Name
      and Address of Purchaser

            	
              Principal
      Amount of

              Bonds
      to Be Purchased

            
	
              John
      Hancock Life Insurance Company (U.S.A.)

              197
      Clarendon Street

              Boston,
      MA  02116

              Attention:  Bond
      and Corporate Finance, C-2

              Fax
      Number:  (617) 572-6454

            	
              $10,000,000

            


    

     

    Payments

    


    All
payments to be by bank wire transfer of immediately available funds
to::

    


    Bank
Name:Bank of New York Mellon

    Intermediary
Bank:Federal Reserve Bank of
Boston

    ABA
Number:011001234

    Account
Name:F008 US PP
Collector

    DDA
Number:048771

    Account
Number:JPPF1001002

    On Order
of:Name of Issuer, CUSIP/PPN and P&I
Breakdown

    Full
name, interest rate and maturity date of Bonds or other obligations

     

    Notices

    


    All
notices with respect to payments, prepayments (scheduled and unscheduled,
whether partial or in full) and maturity shall be sent to:

    


    
      	
              John
      Hancock Financial
      Services         and

              200
      Berkley Street

              Boston,
      MA 02116

              Attention:  Investment
      Accounting, B-3

              Fax
      Number:  (617) 572-0628

            	
              John
      Hancock Financial Services

              197
      Clarendon Street

              Boston,
      MA  02116

              Attention:  Investment
      Administration, C-2

              Fax
      Number:  (617) 572-5495

            


    

    


    All
notices and communication with respect to compliance reporting, financial
statements and related certifications shall be sent to:

    


    John
Hancock Financial Services

    197
Clarendon Street

    Boston,
MA  02116

    Attention:  Bond
and Corporate Finance, C-2

    Fax
Number:  (617) 572-6454


    
      
        
          A-10

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    


    All other
notices shall be sent to:

    


    
      	
              John
      Hancock Financial Services  and

              197
      Clarendon Street

              Boston,
      MA  02116

              Attention:  Investment
      Law, C-3

              Fax
      Number:  (617) 572-9269

            	
              John
      Hancock Financial Services

              197
      Clarendon Street

              Boston,
      MA  02116

              Attention:  Bond
      and Corporate Finance, C-2

              Fax
      Number:  (617) 572-6454

            


    

    


     

    Name of
Nominee in which Bonds are to be issued:  None

     

    Taxpayer
I.D. Number:  01-0233346

    


    Bonds
should be delivered to:

    


    Michael
J. Mihalik, Jr. 

    John
Hancock Financial Services 

    Senior
Legal Specialist 

    197
Clarendon Street, 3rd Floor 

    Boston,
MA  02116 

    phone:
(617) 572-9209 

     

    


    


    


     

    



    
      
        
          A-11

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    Defined
Terms

     

    As used
herein, the following terms have the respective meanings set forth below or set
forth in the Section hereof following such term:

     

    “Affiliate” means, at any
time, and with respect to any Person, any other Person that at such time
directly or indirectly through one or more intermediaries Controls, or is
Controlled by, or is under common Control with, such first Person, and, with
respect to the Company, shall include any Person beneficially owning or holding,
directly or indirectly, 10% or more of any class of voting or equity interests
of the Company or any Subsidiary or any corporation of which the Company and its
Subsidiaries beneficially own or hold, in the aggregate, directly or indirectly,
10% or more of any class of voting or equity interests.  As used in
this definition, “Control” means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of a Person, whether through the
ownership of voting securities, by contract or otherwise. Unless the context
otherwise clearly requires, any reference to an “Affiliate” is a reference to an
Affiliate of the Company.

     

    “Anti-Terrorism Order” means
Executive Order No. 13,224 of September 24, 2001, Blocking Property
and Prohibiting Transactions with Persons Who Commit, Threaten to Commit or
Support Terrorism, 66 U.S. Fed. Reg. 49, 079 (2001), as amended.

     

    “Bonds” is defined in Section 1.

     

    “Business Day” means for the
purposes of any other provision of this Agreement, any day other than a
Saturday, a Sunday or a day on which commercial banks in New York, New York are
required or authorized to be closed.

     

    “Capital Lease” means, at any
time, a lease with respect to which the lessee is required concurrently to
recognize the acquisition of an asset and the incurrence of a liability in
accordance with GAAP.

     

    “Closing” is defined in Section 3.

     

    “Code” means the Internal
Revenue Code of 1986, as amended from time to time, and the rules and
regulations promulgated thereunder from time to time.

     

    “Collateral Filings” is
defined in Section 4.12.

     

    “Company” means NorthWestern
Corporation, a Delaware corporation, d/b/a NorthWestern Energy, or any
successor.

     

    “Co-Trustee” is defined in
Section 1.

     

    “Corporate Trustee” is
defined in Section 1.

    

      
        
          
            Schedule B

            (to Bond
Purchase Agreement)

            


          

           


        

        
           


          
            

          

        

        
           


        

      

    

    
       

    

    “Default” means an event or
condition the occurrence or existence of which would, with the lapse of time or
the giving of notice or both, become an Event of Default.

     

    “Electronic Delivery” is
defined in Section 7.1(a).

     

    “Environmental Laws” means
any and all Federal, state, local, and foreign statutes, laws, regulations,
ordinances, rules, judgments, orders, decrees, permits, concessions, grants,
franchises, licenses, agreements or governmental restrictions relating to
pollution and the protection of the environment or the release of any materials
into the environment, including but not limited to those related to Hazardous
Materials.

     

    “ERISA” means the Employee
Retirement Income Security Act of 1974, as amended from time to time, and the
rules and regulations promulgated thereunder from time to time in
effect.

     

    “ERISA Affiliate” means any
trade or business  (whether or not incorporated) that is treated as a
single employer together with the Company under section 414 of the
Code.

     

    “Event of Default” is defined
in the Indenture.

     

    “Excepted Encumbrances” is
defined in the Indenture.

     

    “Execution Date” is defined
in Section 3.

     

    “FERC” is defined in Section 5.7.

     

    “Financing Agreements” means
this Agreement, the Indenture, including, without limitation, the Twenty-Eighth
Supplemental Indenture, and the Bonds.

     

    “Form 10-K” is defined in
Section 7.1(b).

     

    “Form 10-Q” is defined in
Section 7.1(a).

     

    “GAAP” means generally
accepted accounting principles as in effect from time to time in the United
States of America.

     

    “Governmental Authority”
means

     

    (a)the government of

     

    (i)the United States of America or any State or other political
subdivision thereof, or

     

    (ii)any other jurisdiction in which the Company or any Subsidiary
conducts all or any part of its business, or which asserts jurisdiction over any
properties of the Company or any Subsidiary, or

    

      
        
          
            B-2

            


          

           


        

        
           


          
            

          

        

        
           


        

      

    

    (b)any entity exercising executive, legislative, judicial,
regulatory or administrative functions of, or pertaining to, any such
government.

     

    “Guaranty” means, with
respect to any Person, any obligation (except the endorsement in the ordinary
course of business of negotiable instruments for deposit or collection) of such
Person guaranteeing or in effect guaranteeing any indebtedness, dividend or
other obligation of any other Person in any manner, whether directly or
indirectly, including (without limitation) obligations incurred through an
agreement, contingent or otherwise, by such Person:

     

    (a)to purchase such indebtedness or obligation or any property
constituting security therefor;

     

    (b)to advance or supply funds (i) for the purchase or payment
of such indebtedness or obligation, or (ii) to maintain any working capital
or other balance sheet condition or any income statement condition of any other
Person or otherwise to advance or make available funds for the purchase or
payment of such indebtedness or obligation;

     

    (c)to lease properties or to purchase properties or services
primarily for the purpose of assuring the owner of such indebtedness or
obligation of the ability of any other Person to make payment of the
indebtedness or obligation; or

     

    (d)otherwise to assure the owner of such indebtedness or obligation
against loss in respect thereof.

     

    In any
computation of the indebtedness or other liabilities of the obligor under any
Guaranty, the indebtedness or other obligations that are the subject of such
Guaranty shall be assumed to be direct obligations of such obligor.

     

    “Hazardous Material” means
any and all pollutants, toxic or hazardous wastes or other substances that might
pose a hazard to health and safety, the removal of which may be required or the
generation, manufacture, refining, production, processing, treatment, storage,
handling, transportation, transfer, use, disposal, release, discharge, spillage,
seepage or filtration of which is or shall be restricted, prohibited or
penalized by any applicable law including, but not limited to, asbestos, urea
formaldehyde foam insulation, polychlorinated biphenyls, petroleum, petroleum
products, lead based paint, radon gas or similar restricted, prohibited or
penalized substances.

     

    “holder” means, with respect
to any Bond the Person in whose name such Bond is registered in the register
maintained by the Company.

     

    “Indebtedness” with respect
to any Person means, at any time, without duplication,

     

    (a)its liabilities for borrowed money and its redemption obligations
in respect of mandatorily redeemable Preferred Stock;

    

      
        
          
            B-3

            


          

           


        

        
           


          
            

          

        

        
           


        

      

    

    (b)its liabilities for the deferred purchase price of property
acquired by such Person (excluding accounts payable arising in the ordinary
course of business but including all liabilities created or arising under any
conditional sale or other title retention agreement with respect to any such
property);

     

    (c)(i) all liabilities appearing on its balance sheet in accordance
with GAAP in respect of Capital Leases and (ii) all liabilities which would
appear on its balance sheet in accordance with GAAP in respect of Synthetic
Leases assuming such Synthetic Leases were accounted for as Capital
Leases;

     

    (d)all liabilities for borrowed money secured by any Lien with
respect to any property owned by such Person (whether or not it has assumed or
otherwise become liable for such liabilities);

     

    (e)all its liabilities in respect of letters of credit or
instruments serving a similar function issued or accepted for its account by
banks and other financial institutions (whether or not representing obligations
for borrowed money);

     

    (f)the aggregate Swap Termination Value of all Swap Contracts of
such Person; and

     

    (g)any Guaranty of such Person with respect to liabilities of a type
described in any of clauses (a) through (f) hereof.  

     

    Indebtedness
of any Person shall include all obligations of such Person of the character
described in clauses (a) through (g) to the extent such Person remains
legally liable in respect thereof notwithstanding that any such obligation is
deemed to be extinguished under GAAP.

     

    “Indenture” is defined in
Section 1.

     

    “Institutional Investor”
means (a) any Purchaser of a Bond, (b) any holder of a Bond holding
(together with one or more of its affiliates) more than 5% of the aggregate
principal amount of the Bonds then outstanding, (c) any bank, trust
company, savings and loan association or other financial institution, any
pension plan, any investment company, any insurance company, any broker or
dealer, or any other similar financial institution or entity, regardless of
legal form, and (d) any Related Fund of any holder of any
Bond.

     

    “Lien” means, with respect to
any Person, any mortgage, lien, pledge, charge, security interest or other
encumbrance, or any interest or title of any vendor, lessor, lender or other
secured party to or of such Person under any conditional sale or other title
retention agreement or Capital Lease, upon or with respect to any property or
asset of such Person (including in the case of stock, stockholder agreements,
voting trust agreements and all similar arrangements).

     

    “Material” means material in
relation to the business, operations, affairs, financial condition, assets,
properties, or prospects of the Company and its Subsidiaries taken as a
whole.

    

      
        
          
            B-4

            


          

           


        

        
           


          
            

          

        

        
           


        

      

    

    “Material Adverse Effect”
means a material adverse effect on (a) the business, operations, affairs,
financial condition, assets or properties of the Company and its Subsidiaries
taken as a whole, or (b) the ability of the Company to perform its
obligations under this Agreement, the Bonds or the Indenture, or (c) the
validity or enforceability of this Agreement, the Bonds or the
Indenture.

     

    “Mortgaged Property” is
defined in the Indenture.

     

    “Multiemployer Plan” means
any Plan that is a “multiemployer plan” (as such term is defined in section
4001(a)(3) of ERISA).

     

    “NAIC” means the National
Association of Insurance Commissioners or any successor thereto.

     

    “Officer’s Certificate” means
a certificate of a Senior Financial Officer or of any other officer of the
Company whose responsibilities extend to the subject matter of such
certificate.

     

    “Original Indenture” is
defined in Section 1.

     

    “PBGC” means the Pension
Benefit Guaranty Corporation referred to and defined in ERISA or any successor
thereto.

     

    “Person” means an individual,
partnership, corporation, limited liability company, association, trust,
unincorporated organization, business entity or Governmental
Authority.

     

    “Plan” means an “employee
benefit plan” (as defined in section 3(3) of ERISA) subject to Title I of
ERISA that is or, within the preceding five years, has been established or
maintained, or to which contributions are or, within the preceding five years,
have been made or required to be made, by the Company or any ERISA Affiliate or
with respect to which the Company or any ERISA Affiliate may have any
liability.

     

    “Preferred Stock” means any
class of capital stock of a Person that is preferred over any other class of
capital stock (or similar equity interests) of such Person as to the payment of
dividends or the payment of any amount upon liquidation or dissolution of such
Person.

     

    “property” or “properties” means, unless
otherwise specifically limited, real or personal property of any kind, tangible
or intangible, choate or inchoate.

     

    “PTE” is defined in Section 6.2(a).

     

    “Purchaser” is defined in the
first paragraph of this Agreement.

     

    “Qualified Institutional
Buyer” means any Person who is a “qualified institutional buyer” within
the meaning of such term as set forth in Rule 144A(a)(1) under the
Securities Act.

    

      
        
          
            B-5

            


          

           


        

        
           


          
            

          

        

        
           


        

      

    

    “Related Fund” means, with
respect to any holder of any Bond, any fund or entity that (a) invests in
Securities or bank loans, and (b) is advised or managed by such holder, the
same investment advisor as such holder or by an affiliate of such holder or such
investment advisor.

     

    “Required Holders” means, at
any time, the holders of at least 51% in principal amount of the Bonds at the
time outstanding (exclusive of Bonds then owned by the Company or any of its
Affiliates).

     

    “Responsible Officer” means
any Senior Financial Officer and any other officer of the Company with
responsibility for the administration of the relevant portion of this
Agreement.

     

    “SEC” shall mean the
Securities and Exchange Commission of the United States, or any successor
thereto.

     

    “Securities” or “Security” shall have the
meaning specified in Section 2(1) of the Securities Act.

     

    “Securities Act” means the
Securities Act of 1933, as amended from time to time, and the rules and
regulations promulgated thereunder from time to time in effect.

     

    “Senior Financial Officer”
means the chief financial officer, principal accounting officer, treasurer or
comptroller of the Company.

     

    “Subsidiary” means, as to any
Person, any other Person in which such first Person or one or more of its
Subsidiaries or such first Person and one or more of its Subsidiaries owns
sufficient equity or voting interests to enable it or them (as a group)
ordinarily, in the absence of contingencies, to elect a majority of the
directors (or Persons performing similar functions) of such second Person, and
any partnership or joint venture if more than a 50% interest in the profits or
capital thereof is owned by such first Person or one or more of its Subsidiaries
or such first Person and one or more of its Subsidiaries (unless such
partnership or joint venture can and does ordinarily take major business actions
without the prior approval of such Person or one or more of its
Subsidiaries).  Unless the context otherwise clearly requires, any
reference to a “Subsidiary” is a reference to a Subsidiary of the
Company.

     

    “SVO” means the Securities
Valuation Office of the NAIC or any successor to such Office.

     

    “Swap Contract” means
(a) any and all interest rate swap transactions, basis swap transactions,
basis swaps, credit derivative transactions, forward rate transactions,
commodity swaps, commodity options, forward commodity contracts, equity or
equity index swaps or options, bond or bond price or bond index swaps or options
or forward foreign exchange transactions, cap transactions, floor transactions,
currency options, spot contracts or any other similar transactions or any of the
foregoing (including, but without limitation, any options to enter into any of
the foregoing), and (b) any and all transactions of any kind, and the
related confirmations, which are subject to the terms and conditions of, or
governed by, any form of master agreement published by the International Swaps
and Derivatives Association, Inc., any International Foreign Exchange Master
Agreement.

    

      
        
          
            B-6

            


          

           


        

        
           


          
            

          

        

        
           


        

      

    

    “Swap Termination Value”
means, in respect of any one or more Swap Contracts, after taking into account
the effect of any legally enforceable netting agreement relating to such Swap
Contracts, (a) for any date on or after the date such Swap Contracts have
been closed out and termination value(s) determined in accordance therewith,
such termination value(s), and (b) for any date prior to the date
referenced in clause (a), the amounts(s) determined as the mark-to-market
values(s) for such Swap Contracts, as determined based upon one or more
mid-market or other readily available quotations provided by any recognized
dealer in such Swap Contracts.

     

    “Synthetic Lease” means, at
any time, any lease (including leases that may be terminated by the lessee at
any time) of any property (a) that is accounted for as an operating lease
under GAAP and (b) in respect of which the lessee retains or obtains
ownership of the property so leased for U.S. federal income tax purposes, other
than any such lease under which such Person is the lessor.

     

    “Trustees” is defined in
Section 1.

     

    “Twenty-Eighth Supplemental
Indenture” is defined in Section 1.

     

    “USA Patriot Act” means
United States Public Law 107-56, Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT)
Act of 2001, as amended from time to time, and the rules and regulations
promulgated thereunder from time to time in effect.

     

    

      
        
          
            B-7

            


          

           


        

        
           


          
            

          

        

        
           


        

      

    

    
 

    UCC
Filings

     

    
      	
               
      

            	
              None.

            


    

     

    


    


     

    



    
      
        
          Schedule
4.12

          (to Bond
Purchase Agreement)

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    Disclosure
Documents

     

    This
Agreement and schedules thereto

     

    The
Company’s Prospectus dated August 21, 2009 related to the offer to exchange its
6.34% First Mortgage Bonds due 2019 which have been registered under the
Securities Act of 1933 for any and all outstanding 6.34% First Mortgage Bonds
due 2019 which have not been registered under the Securities Act of
1933

     

    


     

    



    
      
        
          Schedule 5.3

          (to Bond
Purchase Agreement)

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    Subsidiaries
of the Company and 

    Ownership
of Subsidiary Stock

    
      	
              Name
      of Company

            	
              Jurisdiction
      of its Organization

            	
              Percentage
      Owned

            
	
              NorthWestern
      Services, LLC

            	
              Delaware

            	
              100

            
	
              Canadian-Montana
      Pipeline Corporation

            	
              Canada

            	
              100

            
	
              Montana
      Generation, LLC(1)

            	
              Delaware

            	
              100

            
	
              Clark
      Fork and Blackfoot, LLC

            	
              Montana

            	
              100

            
	
              NorthWestern
      Investments, LLC

            	
              Delaware

            	
              100

            
	
              Blue
      Dot Services, LLC(2)

            	
              Delaware

            	
              100

            
	
              Blue
      Dot Capital, LLC(2)

            	
              Delaware

            	
              100

            
	
              Risk
      Partners Assurance Ltd.

            	
              Bermuda

            	
              100

            
	
              Mountain
      States Transmission Intertie, LLC

            	
              Delaware

            	
              100

            


    

     

    
      	
               
      

            	
              (1)NorthWestern
      Services, LLC is the parent of Montana Generation,
  LLC.

            


    

     

    
      	
               
      

            	
              (2)NorthWestern
      Investments, LLC, is the parent of Blue Dot Services, LLC, who is the
      parent to Blue Dot Capital, LLC.  Both Blue Dot Services, LLC
      and Blue Dot Capital, LLC are in Chapter 7
  Bankruptcy.

            


    

     

    
      	
               
      

            	
              Senior
      Officers of the Company:

            


    

    


    Robert C.
Rowe

    Brian B.
Bird

    Patrick
R. Corcoran

    Miggie E.
Cramblit

    David G.
Gates

    Kendall
G. Kliewer

    Curtis T.
Pohl

    Bobbi L.
Schroeppel

     

    
      	
               
      

            	
              Directors
      of the Company:

            


    

    


    E. Linn
Draper, Jr.

    Stephen
P. Adik

    Dorothy
M. Bradley

    Dana J.
Dykhouse

    Julia L.
Johnson

    Philip L.
Maslowe

    D. Louis
Peoples

    Robert C.
Rowe

    



    
      
        
          Schedule 5.4

          (to Bond
Purchase Agreement)

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    Financial
Statements

     

    Audited
financial statements of the Company for the fiscal year ended December 31,
2008 included in the Company’s Form 10-K for the period then ended filed on
February 13, 2009.

     

    Audited
financial statements for the fiscal year ended December 31, 2007 included
in the Company Form 10-K for the period.

     

    Audited
financial statements for the fiscal period ended December 31, 2006 included
in the Company’s Form 10-K for the period.

     

    



    
      
        
          Schedule
5.5

          (to Bond
Purchase Agreement)

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    Required
Approvals

     

    Default
Order No. 6980 dated February 19, 2009 entered by the Montana Public
Service Commission in Docket No. 2009.2.12, including Errata thereto dated
February 20, 2009.

     

    Order
Dated March 18, 2009 entered by the Federal Energy Regulatory Commission in
Docket No. ES09-20-000.

     

    Other
than FERC and Montana Public Service Commission approvals above, no other
regulatory approvals are required in connection with the transactions
contemplated by the Financing Agreements.

    



    
      
        
          Schedule
5.7

          (to Bond
Purchase Agreement)

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    Existing
Indebtedness

     

    A.Secured Senior Debt

     

    1.General Mortgage Indenture and Deed of Trust dated August 1, 1993
between The Chase Manhattan Bank (National Association), as Trustee and
NorthWestern Public Service Company (now known as NorthWestern Corporation), as
Issuer, as amended and supplemented, pursuant to which $55.0 million of 6.05%
First Mortgage Bonds of NorthWestern due 2018 have been issued.  This
indenture places restrictions on the amount of Indebtedness of the Company.
Collateral:  substantially all of the utility properties directly
owned by the Company in the States of South Dakota, North Dakota, Nebraska and
Iowa, subject to certain exceptions, and After Acquired Property (as defined
therein). 

     

    2.First Mortgage and Deed of Trust, dated as of October 1, 1945, by
and between NorthWestern Corporation (as successor to The Montana Power
Company), as Issuer, and Guaranty Trust Company of NY and Arthur E. Burke (now
The Bank of New York and Ming Ryan), as trustees, as amended and supplemented,
pursuant to which the following Mortgage Bonds have been issued:

     

    (a)$170.2 million of 4.65% First Mortgage Bonds of NorthWestern
Corporation due 2023 were issued to secure the obligations of NorthWestern
Corporation under a Loan Agreement, dated as of May 9, 2006, between
NorthWestern Corporation and the City of Forsyth, pursuant to which the City of
Forsyth loaned an aggregate amount of $170,205,000 to NorthWestern Corporation,
received from the proceeds of the City of Forsyth Pollution Control Revenue
Bonds Series 2006, 4.65% series, due 2023; and

     

    (b)$150.0 million of 6.04% First Mortgage Bonds of Northwestern
Corporation due 2016.

     

    (c)$250.0 million of 6.34% First Mortgage Bonds of Northwestern
Corporation due 2019.

     

    This
Indenture places restrictions on the amount of Indebtedness of the Company.
Collateral:  substantially all of the utility properties directly
owned by the Company in the States of Montana and Wyoming, subject to certain
exceptions, and After Acquired Property (as defined therein). 

     

    3.Assumption of certain obligations of Montana Power, as grantor
and servicer of MPC Natural Gas Funding Trust, issuer of $19.1 million of
6.2% Transition Bonds Due 2012 which are secured by a pledge of certain utility
related revenues.

     

    4.Indenture and First Supplemental Indenture from NorthWestern to
U.S. Bank National Association, as Trustee, both dated as of November 1,
2004, pursuant to which $225,000,000 of 5.875% Senior Secured Notes due 2014
have been issued.  Collateral: $161,000,000 of Montana First Mortgage
Bonds, Collateral (2004) Series C, issued under and secured by the Montana
Mortgage described in paragraph 2 above, and $64,000,000 of South Dakota First
Mortgage Bonds, Collateral (2004) Series C, issued under and secured by the
South Dakota Mortgage described in paragraph 1 above.

    
       

      



      
        
          
            Schedule
5.15

            (to Bond
Purchase Agreement)

            


          

           


        

        
           


          
            

          

        

        
           


        

      



    B.Capital Leases

     

    Various
vehicle capital leases under the Lease Agreement dated April 24, 2002 between
Automotive Rentals, Inc. and NorthWestern Corporation ($244,966 as of
6/30/09).  Collateral: The vehicles subject to the Lease
Agreement.

     

    C.Unsecured Indebtedness

     

    $250
Million Amended and Restated Credit Agreement, dated as of June 30, 2009,
among NorthWestern Corporation, as borrower, the several lenders from time to
time parties thereto, Banc of America Securities LLC, as lead arranger, JPMorgan
Chase Bank, N.A., as syndication agent, Union Bank, N.A. and U.S. Bank National
Association, as co-documentation agents, and Bank of America, N.A., as
administrative agent.  This Indenture places restrictions on the
amount of Indebtedness of the Company.

     

    



    
      
        
          5.15.-2

          
 

        

         


      

      
         


        
          

        

      

      
         


      

    


    Filings

     

    See Schedule 4.12.

    


    


    



    
      
        
          Schedule
5.20

          (to Bond
Purchase Agreement)

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    


     

    Form
of Twenty-Eighth Supplemental Indenture

    


    


    


    [See
Attached]

    


    



    
      
        
          Exhibit
A

          (to Bond
Purchase Agreement)

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    Form
of Opinion of Special Counsel

    to
the Company

     

    1. The
Company is a corporation, duly incorporated, validly existing and in good
standing under the laws of the State of Delaware; has the full corporate power
and authority to execute the Purchase Agreement, the Supplement and the Bonds
and to perform the Transaction Documents to which it is party and to issue and
sell the Bonds; has the full corporate power and authority to conduct the
activities in which it is now engaged; and is duly licensed or qualified and is
in good standing as a foreign corporation in each jurisdiction in which the
character of the properties owned or leased by it or the nature of the business
transacted by it makes such licensing or qualification necessary, except in
jurisdictions where the failure to be so qualified or licensed would not have a
Material Adverse Effect.

     

    2. The
Purchase Agreement and the Supplement have been duly authorized by all necessary
corporate action on the part of the Company and have been duly executed and
delivered by the Company, and the Transaction Documents constitute the legal,
valid and binding contracts of the Company enforceable in accordance with their
respective terms. 

     

    3. The Bonds
have been duly authorized by all necessary corporate action on the part of the
Company, have been duly executed and delivered by the Company and established in
conformity with the provisions of the Indenture and, upon authentication of the
Bonds by the Trustee, the Bonds will be entitled to the benefits of the
Indenture and will constitute the legal, valid and binding obligations of the
Company enforceable in accordance with their terms.

     

    4.The issuance and sale of the Bonds by the Company, the execution,
delivery and performance by the Company of the Purchase Agreement and the
Supplement, as the case may be, and the consummation of the transactions
contemplated therein, do not violate any provision of the Delaware General
Corporation Law or New York State laws or Federal Laws or regulations applicable
to the Company or conflict with or result in any breach of any of the provisions
of or constitute a default under or result in the creation or imposition of any
Lien (other than the Lien of the Indenture) upon any of the property of the
Company pursuant to the provisions of the Amended and Restated Certificate of
Incorporation or Amended and Restated Bylaws of the Company or any agreement or
other instrument known to us to which the Company is a party or by which the
Company may be bound.

     

    5.The issuance, sale and delivery of the Bonds by the Company under
the circumstances contemplated by the Purchase Agreement, the Supplement and the
Indenture do not, under existing law, require the registration of the Bonds
under the Securities Act of 1933, as amended.  

     

    6.Neither the execution and delivery of the Purchase Agreement or
the Supplement nor the consummation of the transactions contemplated thereby,
including the issuance and sale of the Bonds, will require the qualification of
the Indenture under the Trust Indenture Act of 1939, as amended.

    
      



      
        
          
            Exhibit
A.4(a)(i)

            (to Bond
Purchase Agreement)

            


          

           


        

        
           


          
            

          

        

        
           


        

      



    7.Neither the issuance of the Bonds nor the application of the
proceeds of the sale of the Bonds will violate or result in a violation of
Section 7 of the Securities Exchange Act of 1934, as amended, or any
regulation issued pursuant thereto, including, without limitation,
Regulation T, U or X of the Board of Governors of the Federal Reserve
System.

     

    8.The Company is not an “investment company” or a company
“controlled” by an “investment company” within the meaning of the Investment
Company Act of 1940, as amended.

     

    9.No consent, approval, authorization or order of, or filing with,
any federal governmental agency or body or any court is required pursuant to any
law, rule or regulation or, to our knowledge, pursuant to any order, judgment,
decree, agreement or other instrument, to authorize, or is otherwise required in
connection with, the execution, delivery and performance in compliance with the
terms of the Transaction Documents by the Company, including, without
limitation, the issuance by the Company of the Bonds, upon the terms and subject
to the conditions provided in the Transaction Documents (collectively, the
“Issuance of Bonds”), except (i) the approval of the Issuance of Bonds pursuant
to the FERC Order, which is in full force and effect, and has become final since
the applicable rehearing period has expired, and (ii) required post-issuance
compliance filings; and the Issuance of Bonds is in conformity with the terms of
the FERC Order (including, without limitation, the aggregate amounts of
securities authorized to be issued thereby).

     

    


    


    


    



    
      
        
          Exhibit
4.4(a)(i)-2

          (to Bond
Purchase Agreement)

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    Form
of Opinion of Local Counsel

    to
the Company

     

    1.The Indenture has been duly authorized, executed and delivered
(and/or duly assumed) by the Company (or its predecessors) and (assuming due
authorization, execution and delivery by the Trustees (or their predecessors)),
is a valid and binding obligation of the Company enforceable against the Company
in accordance with its terms, except as the same may be limited by (a) the laws
of the jurisdictions in which the physical properties covered thereby are
located affecting the remedies for the enforcement of the security provided
therein (which laws do not, in the opinion of the undersigned, make inadequate
the remedies necessary for the realization of the benefits of such security) and
(b) applicable bankruptcy, reorganization or similar laws affecting creditors’
rights generally;

     

    2.The Indenture, excluding the Twenty-eighth Supplemental Indenture
(but including any necessary related financing statements), has been filed and
recorded wherever and to the extent necessary to perfect the lien thereof upon
the properties now owned by the Company in the States of Montana and Wyoming and
intended to be subject thereto; all fees or taxes in connection therewith have
been paid and no other filing or recordation is presently necessary in order to
perfect the lien of the Indenture on such properties; (b) the Indenture,
excluding the Twenty-eighth Supplemental Indenture, now constitutes, and the
Indenture, when the Twenty-eighth Supplemental Indenture shall have been duly
filed for recording and is recorded, will continue to constitute, a legally
valid and directly enforceable first mortgage lien (subject only to the matters
described in paragraph 4 below and the exception set forth in paragraph 1 above)
for the equal and proportionate security of the Bonds and of the first mortgage
bonds of other series heretofore issued and hereafter to be issued under the
Indenture, upon the mortgaged properties specifically described therein as
subject to the lien thereof (excluding all properties heretofore disposed of in
accordance with the terms thereof or expressly excepted therefrom) and such
mortgaged properties, other than said excluded and excepted properties, comprise
and constitute substantially all of the utility property of the Company in the
States of Montana and Wyoming; and (c) the after-acquired property clause in the
Indenture subjects to the lien of the Indenture all after-acquired utility
property of the Company in the States of Montana and Wyoming (except such
thereof as is expressly excepted from the lien of the Indenture);

     

    3.The Twenty-eighth Supplemental Indenture has not yet been filed
or recorded, but no such filing and recording is necessary to perfect the lien
of the Indenture upon the properties now owned by the Company in the States of
Montana and Wyoming and intended to be subject thereto or to extend such lien
for the benefit of the Bonds; (b) no re-recording or refiling of the Indenture
or any other instruments or documents (except for periodic filings which extend
the effectiveness of financing statements) is required to preserve and protect
the lien of the Indenture; and (c) under the present law of the States of
Montana and Wyoming, no further supplemental indentures or other instruments or
documents are required to be executed, filed and/or recorded to extend the lien
of the Indenture to after-acquired property; however, the Company is required by
the terms of the Indenture to promptly record and file the Twenty-eighth
Supplemental Indenture;

    

      
        
          
            Exhibit
A.4(a)(ii)

            (to Bond
Purchase Agreement)

            


          

           


        

        
           


          
            

          

        

        
           


        

      



    4.The Company has good and marketable fee simple title to all of
the real properties, and good and marketable title to all other properties,
located in the States of Montana and Wyoming owned by it, subject only to the
lien of the Indenture and such other Excepted Encumbrances and Permitted
Encumbrances (each as defined in the Indenture), and such other liens,
encumbrances, defects and irregularities which are customarily found with
respect to properties of like size and character and which, in the opinion of
the undersigned, do not materially impair the use of the property affected
thereby in the operation of the utility business of the Company in the States of
Montana and Wyoming; and the properties in the States of Montana and Wyoming
held under leases by the Company are held under valid and enforceable leases
subject only to such exceptions as do not materially interfere with the conduct
of the utility business of the Company in the States of Montana and
Wyoming.

     

    5.No consent, approval or authorization of, or filing with, any
Montana State governmental or public body or authority is required to authorize,
or is otherwise required in connection with, the execution, delivery and
performance of the Transaction Documents by the Company, including, without
limitation, the incurrent of indebtedness or the issuance of the Bonds covering
Montana property as contemplated by the Transaction Documents, except for the
approval of the MPSC, which approval has been duly and validly obtained and is
subject to the terms and conditions stated in the below-described orders;
provided, however, it is also understood that we express no opinion as to any
consents or approvals required to be obtained or other actions required to be
taken under the securities or Blue Sky laws of the state of Montana or any other
jurisdiction.

     

    Said
approval of the MPSC is documented in the MPSC Order, a copy of which is
attached hereto as Exhibit A.  The MPSC Order was done in open
session on February 19, 2009, and bears a service date of February 19,
2009 with the Errata Notice bearing a service date of February 20,
2009.  The time period for any party or nonparty to seek
reconsideration of the MPSC Order has expired; and, to our knowledge, after due
inquiry by reviewing applicable MPSC docket sheets and contacting MPSC staff to
ensure no pleading was filed that was not otherwise entered on the MPSC docket
sheet, no such filing was made during such time period for such
purpose.  The time period for any party or nonparty to seek judicial
appeal or review of the MPSC Order has expired; and, to our knowledge, after due
inquiry by reviewing applicable MPSC docket sheets, contacting MPSC staff to
ensure no pleading was filed that was not otherwise entered on the MPSC docket
sheet, and reviewing the records of the Clerk of Court for the Montana First
Judicial District Court as of the close of business on March 23, 2009, no
such filing was made during such time period for such purpose.

     

    6.In addition to complying with the MPSC Order, the Company must
further comply with the terms and conditions of that certain Consent Order,
Order No. 6505e, issued by the MPSC on September 2, 2004, in the docket entitled
In the Matter of An
Investigation of NorthWestern Energy’s Financial and Related Transactions with
NorthWestern Corporation, its Affiliates and Creditors That May Impair Its
Financial Solvency and Public Utility Service Obligations, before the
MPSC’s Utility Division, Docket No. D2003.8.109, which incorporated that certain
Stipulation and Settlement Agreement executed by and between the Company, the
Montana Consumer Counsel and the MPSC on July 8, 2004 in the same docket, a copy
of which is attached hereto as Exhibit B.  The Consent Order was done
in open session on August 24, 2004, and bears a service date of September 2,
2004.  The time period for any party or nonparty to seek judicial or
administrative appeal, review or reconsideration of the Consent Order has
expired; and to our knowledge, after due inquiry by reviewing applicable MPSC
docket sheets, contacting MPSC staff to ensure no pleading was filed that was
not otherwise entered on the MPSC docket sheet, and reviewing the records of the
Clerk of Court for the Montana First Judicial District Court, no such filing was
made with the appropriate district court or with the MPSC during such time
period for such purpose.

    

      
        
          
            Exhibit
A.4(a)(ii)-2

            (to Bond
Purchase Agreement)

            


          

           


        

        
           


          
            

          

        

        
           


        

      



    The
terms, conditions, and requirements set forth in the Consent Order and
Stipulation and Settlement Agreement may contain additional restrictions and
limitations on permitted Company activities not found in or that may differ from
those activities permitted or restricted by the Transaction
Documents.  Therefore, nothing set forth in this opinion shall be
deemed an opinion that the Company is not required to otherwise comply with all
MPSC regulatory requirements or restrictions.

     

    Our
opinion herein is limited to matters of Montana law and therefore we express no
opinion as to whether the Company must comply with any other regulatory
requirements of any other state or federal jurisdiction.

     

    7.The issuance of the Bonds pursuant to and in accordance with the
Transaction Documents, including the Supplemental Indenture, conforms with the
MPSC Order.

     

    8.The execution and delivery of the Transaction Documents by the
Company and the performance by it of its obligations thereunder, do not violate
any Montana law or regulation, or violate any order or decree of any Montana
State court or governmental instrumentality applicable to the Company and of
which we have knowledge.

    



    
      
        
          Exhibit
4.4(a)(ii)-3

          (to Bond
Purchase Agreement)

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    Form
of Opinion of General Counsel

    of
the Company

     

    1.The Company has been duly incorporated and is an existing
corporation in good standing under the laws of the State of Delaware, has all
requisite corporate power and authority (a) to execute, deliver (or assume)
and perform its obligations under the Transaction Documents, and (b) to own
and encumber its assets and conduct its business as described in the Disclosure
Documents.  The Company is duly qualified to transact business, and is
in good standing as a foreign corporation, in the States of Montana, Wyoming,
South Dakota, Nebraska, North Dakota and Iowa.

     

    2.Each of the Transaction Documents has been duly authorized by all
necessary corporate action on the part of, and duly executed and delivered (or
assumed) by, the Company.  The Bonds have been duly and validly
authorized and issued.

     

    3.The execution and delivery (or the assumption) by the Company of
the Transaction Documents, and the performance by the Company of its obligations
thereunder, do not:  (i) violate any of the terms, conditions or
provisions of the Amended and Restated Certificate of Incorporation or Amended
and Restated Bylaws of the Company, as in effect as of the Closing Date;
(ii)  violate any of the terms, conditions or provisions of any order,
writ, judgment, decree or award of any court or administrative decree binding on
or affecting the Company; (iii) result in a breach of, constitute a default
under, require the termination of, or the approval or consent of any Person
under, any material agreement to which the Company is a party or by which the
Company or any of its properties is bound, which breach, default or termination,
or the failure to obtain such approval or consent, could reasonably be expected
to have a Material Adverse Effect; or (iv) to my knowledge, result in or
require the creation or imposition of any Lien whatsoever upon or with respect
to any of the properties or assets of the Company (other than the Lien of the
Indenture).

     

    4.To my knowledge, other than as disclosed in the Disclosure
Documents, (i) there are no material judgments outstanding against the
Company, and (ii) there is no action, suit, proceeding, governmental
investigation or arbitration, at law or in equity or before any Governmental
Authority, pending or overtly threatened against the Company or any of its
properties, which could reasonably be expected to have a Material Adverse
Effect, or which purports to affect the legality, validity or enforceability of
the Transaction Documents or which prevents, enjoins or prohibits, or seeks to
prevent, enjoin or prohibit, the execution or enforcement of the Transaction
Documents or the consummation of the transactions contemplated by the
Transaction Documents.

     

    5.The Company is not subject to regulation as a utility company
under any statute or regulation of the State of South Dakota or the State of
Nebraska such that its ability to incur indebtedness or to consummate the
transactions contemplated by the Transaction Documents is
limited.  The Company is not subject to regulation as a utility
company in any states other than Montana, South Dakota and Nebraska (and the
Company is not subject to such regulation in the States of Iowa, North Dakota
and Delaware).

    

      
        
          
            Exhibit
A.4(a)(iii)

            (to Bond
Purchase Agreement)

            


          

           


        

        
           


          
            

          

        

        
           


        

      



    6.The FERC has issued appropriate authorization with respect to the
issuance and sale of the Bonds in accordance with the Purchase Agreement; the
MPSC has issued appropriate authorization with respect to the issuance and
delivery of the Bonds in accordance with the Indenture and the Purchase
Agreement; to my knowledge, after due inquiry, such authorizations are in full
force and effect and the issuance of the Bonds is in conformity with the terms
of such authorizations and no other consent, approval, authorization or order
of, or filing with, any governmental agency or body or any court is required for
the execution, delivery or consummation of the transactions contemplated by the
Transaction Documents, except (i) in the case of any thereof related to the
operation by the Company of its properties or the filing or recording of
documents or instruments in respect of the Liens created or purported to be
created thereunder, which will be made in the ordinary course of the Company’s
business, (ii) those which the failure to obtain would not have a Material
Adverse Effect, or (iii) such as may be required under state securities
laws.  With respect to the opinions related to approval by the FERC, I
am relying, with your permission, on the opinion of even date herewith of
Leonard, Street and Deinard Professional Association, and with respect to the
opinions related to approval by the MPSC, I am relying, with your permission, on
the opinion of even date herewith of Browning, Kaleczyc, Berry & Hoven,
P.C.

     

    7.Neither the Company nor any of its subsidiaries is in violation
of its respective charter or by-laws or in default in the performance of any
obligation, agreement, covenant or condition contained in any indenture, loan
agreement, mortgage, lease or other agreement or instrument that is material to
the Company and its subsidiaries, taken as a whole, to which the Company or any
of its subsidiaries is a party or by which the Company or any of its
subsidiaries or their respective property is bound.

     

    8.To my knowledge, there are no material franchises, contracts,
indentures, mortgages, loan agreements, notes, leases or other instruments
required to be described or filed as an exhibit to the Company’s Exchange Act
Reports other than those described or referred to therein or filed or
incorporated by reference as exhibits thereto.

    


    



    
      
        
          Exhibit
4.4(a)(iii)-2

          (to Bond
Purchase Agreement)

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    Form
of Opinion of Special Counsel

    to
the Purchasers

     

    1.The Agreement constitutes the legal and valid obligation of the
Company, enforceable against the Company in accordance with its
terms.

     

    2.The issuance, sale and delivery of the Bonds under the
circumstances contemplated by the Agreement does not, under existing law,
require the registration of the Bonds under the Securities Act of 1933, as
amended, or the qualification of an indenture under the Trust Indenture Act of
1939, as amended.

    



    
      
        
          Exhibit
4.4(b)

          (to Bond
Purchase Agreement)