Revised as of June 27, 2001









Exhibit 4(f)(2)




 




$720,000,000




 




NORTHWESTERN

CORPORATION




 




$250,000,000

7 7/8% Notes due March 15, 2007




 




$470,000,000

8 3/4% Notes due March 15, 2012




 




REGISTRATION

RIGHTS AGREEMENT




 




March 13, 2002




 




Credit Suisse First Boston Corporation




Barclays Capital Inc.




Morgan Stanley & Co. Incorporated




as representatives of the Several Purchasers




c/o       Credit Suisse

First Boston Corporation


Eleven Madison Avenue


New York, New York 10010-3629




 




Dear Sirs:




 




NorthWestern Corporation, a Delaware corporation (the

“Company”),

proposes to issue and sell to the several initial purchasers named in schedule

A to the Purchase Agreement (as defined below) (the “Initial Purchasers”), upon

the terms set forth in a purchase agreement dated March 8, 2002 (the “Purchase

Agreement”), $250,000,000 aggregate principal amount of its 7 7/8%

Notes due March 15, 2007 and $470,000,000 aggregate principal amount of its 8

3/4% Notes due March 15, 2012 (the “Initial Securities”).  The Initial Securities will be issued

pursuant to an Indenture, dated as of November 1, 1998, as amended and

supplemented and as to be amended and supplemented by a supplemental indenture,

dated as of March 13, 2002 (together, the “Indenture”), between the Company and

JPMorgan Chase Bank (as successor to The Chase Manhattan Bank), as trustee (the

“Trustee”).  As an inducement to the Initial Purchasers

to enter into the Purchase Agreement, the Company agrees with the Initial

Purchasers, for the benefit of the Initial Purchasers and the holders of the

Securities (as defined below) (collectively the “Holders”), as follows:




 




1.  Registered Exchange Offer.  Unless not permitted by applicable law

(after the Company has complied with the ultimate paragraph of this Section 1),

the Company shall prepare and, not later than 90 days (such 90th day being a “Filing

Deadline”) after the date on which the Initial Purchasers purchase

the Initial Securities pursuant to the Purchase Agreement (the “Closing Date”),

file with the Securities and Exchange Commission (the “Commission”) a registration statement

(the “Exchange

Offer Registration Statement”) on an appropriate form under the

Securities Act of 1933, as amended (the “Securities Act”), with respect to a

proposed offer (the “Registered Exchange Offer”) to the Holders

of Transfer Restricted Securities (as defined in Section 6 hereof), who are not

prohibited by any law or policy of the Commission from participating in the

Registered Exchange Offer, to issue and deliver to such Holders, in exchange

for the Initial Securities, a like aggregate principal amount of debt

securities of the Company issued under the Indenture, identical in all material

respects to the Initial Securities and registered under the Securities Act (the

“Exchange

Securities”).  The Company

shall use its commercial reasonable efforts to (i) cause such Exchange Offer

Registration Statement to become effective under the Securities Act within 240

days after the Closing Date (such 240th day being an “Effectiveness Deadline”) and

(ii) keep the Exchange Offer Registration Statement effective for not less than

20 business days (or longer, if required by applicable law) after the date

notice of the Registered Exchange Offer is mailed to the Holders (such period

being called the “Exchange Offer Registration Period”).




 





























 




If the Company commences the Registered Exchange

Offer, the Company (i) will be entitled to consummate the Registered Exchange

Offer 20 business days after such commencement (provided that the Company has

accepted all the Initial Securities theretofore validly tendered in accordance

with the terms of the Registered Exchange Offer) and (ii) will be required to

use its commercial reasonable efforts to consummate the Registered Exchange

Offer no later than 40 days after the date on which the Exchange Offer

Registration Statement is declared effective (such 40th day being the “Consummation

Deadline”).




 




Following the declaration of the effectiveness of the

Exchange Offer Registration Statement, the Company shall promptly commence the

Registered Exchange Offer, it being the objective of such Registered Exchange

Offer to enable each Holder of Transfer Restricted Securities electing to

exchange the Initial Securities for Exchange Securities (assuming that such

Holder is not an affiliate of the Company within the meaning of the Securities

Act, acquires the Exchange Securities in the ordinary course of such Holder’s

business and has no arrangements with any person to participate in the

distribution of the Exchange Securities and is not prohibited by any law or

policy of the Commission from participating in the Registered Exchange Offer)

to trade such Exchange Securities from and after their receipt without any

limitations or restrictions under the Securities Act and without material

restrictions under the securities laws of the several states of the United

States.




 




The Company acknowledges that, pursuant to current

interpretations by the Commission’s staff of Section 5 of the Securities Act,

in the absence of an applicable exemption therefrom, (i) each Holder which is a

broker-dealer electing to exchange Initial Securities, acquired for its own

account as a result of market making activities or other trading activities,

for Exchange Securities (an “Exchanging Dealer”), is required to deliver

a prospectus containing the information set forth in (a) Annex A hereto on the

cover, (b) Annex B hereto in the “Exchange Offer Procedures” section and the

“Purpose of the Exchange Offer” section, and (c) Annex C hereto in the “Plan of

Distribution” section of such prospectus in connection with a sale of any such

Exchange Securities received by such Exchanging Dealer pursuant to the

Registered Exchange Offer and (ii) an Initial Purchaser that elects to sell

Securities (as defined below) acquired in exchange for Initial Securities

constituting any portion of an unsold allotment, is required to deliver a

prospectus containing the information required by Items 507 or 508 of

Regulation S-K under the Securities Act, as applicable, in connection with such

sale.




 




The Company shall use its commercial reasonable efforts

to keep the Exchange Offer Registration Statement effective and to amend and

supplement the prospectus contained therein, in order to permit such prospectus

to be lawfully delivered by all persons subject to the prospectus delivery

requirements of the Securities Act for 180 days after consummation of the

Registered Exchange Offer; provided, however, that (i) in the

case where such prospectus and any amendment or supplement thereto must be

delivered by an Exchanging Dealer or an Initial Purchaser, such period shall be

the lesser of 180 days and the date on which all Exchanging Dealers and the

Initial Purchasers have sold all Exchange Securities held by them (unless such

period is extended pursuant to Section 3(j) below) and (ii) the Company shall

make such prospectus and any amendment or supplement thereto available to any

broker-dealer for use in connection with any resale of any Exchange Securities

for a period of not less than 180 days after the consummation of the Registered

Exchange Offer.




 




If, upon consummation of the Registered Exchange

Offer, any Initial Purchaser holds Initial Securities acquired by it as part of

its initial distribution, the Company, simultaneously with the delivery of the

Exchange Securities pursuant to the Registered Exchange Offer, shall issue and

deliver to such Initial Purchaser upon the written request of such Initial

Purchaser, in exchange (the “Private Exchange”) for the Initial

Securities held by such Initial Purchaser, a like principal amount of debt

securities of the Company issued under the Indenture and identical in all

material respects to the Initial Securities (the “Private Exchange Securities”).  The Initial Securities, the Exchange

Securities and the Private Exchange Securities are herein collectively called

the “Securities”.




 




In connection with the Registered Exchange Offer, the

Company shall:




 




(a) mail to each

Holder a copy of the prospectus forming part of the Exchange Offer Registration

Statement, together with an appropriate letter of transmittal and related documents;




 




(b) keep the

Registered Exchange Offer open for not less than 20 business days (or longer,

if required by applicable law) after the date notice thereof is mailed to the

Holders;




 




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(c) utilize the

services of a depositary for the Registered Exchange Offer with an address in

the Borough of Manhattan, The City of New York, which may be the Trustee or an

affiliate of the Trustee;




 




(d) permit Holders

to withdraw tendered Securities at any time prior to the close of business, New

York time, on the last business day on which the Registered Exchange Offer

shall remain open; and




 




(e) otherwise

comply with all applicable laws.




 




As soon as practicable after the close of the

Registered Exchange Offer or the Private Exchange, as the case may be, the

Company shall:




 




(x) accept for

exchange all the Securities validly tendered and not withdrawn pursuant to the

Registered Exchange Offer and the Private Exchange;




 




(y) deliver to the

Trustee for cancellation all the Initial Securities so accepted for exchange;

and




 




(z) cause the

Trustee to authenticate and deliver promptly to each Holder of the Initial

Securities, Exchange Securities or Private Exchange Securities, as the case may

be, equal in principal amount to the Initial Securities of such Holder so

accepted for exchange.




 




The Indenture will provide that the Exchange

Securities will not be subject to the transfer restrictions set forth in the

Indenture and that all the Securities will vote and consent together on all

matters as one class and that none of the Securities will have the right to

vote or consent as a class separate from one another on any matter.




 




Interest on each Exchange Security and Private

Exchange Security issued pursuant to the Registered Exchange Offer and in the

Private Exchange will accrue from the last interest payment date on which

interest was paid on the Initial Securities surrendered in exchange therefor

or, if no interest has been paid on the Initial Securities, from the date of

original issue of the Initial Securities.




 




Each Holder participating in the Registered Exchange

Offer shall be required to represent to the Company that at the time of the

consummation of the Registered Exchange Offer (i) any Exchange Securities

received by such Holder will be acquired in the ordinary course of business,

(ii) such Holder will have no arrangements or understanding with any person to

participate in the distribution of the Securities or the Exchange Securities

within the meaning of the Securities Act, (iii) such Holder is not an

“affiliate,” as defined in Rule 405 of the Securities Act, of the Company or if

it is an affiliate, such Holder will comply with the registration and

prospectus delivery requirements of the Securities Act to the extent applicable,

(iv) if such Holder is not a broker-dealer, that it is not engaged in, and does

not intend to engage in, the distribution of the Exchange Securities and (v) if

such Holder is a broker-dealer, that it will receive Exchange Securities for

its own account in exchange for Initial Securities that were acquired as a

result of market-making activities or other trading activities and that it will

be required to acknowledge that it will deliver a prospectus in connection with

any resale of such Exchange Securities.




 




Notwithstanding any other provisions hereof, the

Company will ensure that (i) any Exchange Offer Registration Statement and any

amendment thereto and any prospectus forming part thereof and any supplement

thereto complies in all material respects with the Securities Act and the rules

and regulations thereunder, (ii) any Exchange Offer Registration Statement and

any amendment thereto does not, when it becomes effective, contain an untrue

statement of a material fact or omit to state a material fact required to be

stated therein or necessary to make the statements therein not misleading and

(iii) any prospectus forming part of any Exchange Offer Registration Statement,

and any supplement to such prospectus, does not include an untrue statement of

a material fact or omit to state a material fact required to be stated therein

or necessary in order to make the statements therein, in the light of the

circumstances under which they were made, not misleading.




 




If following the date hereof there has been announced

a change in Commission policy with respect to exchange offers that in the

reasonable opinion of counsel to the Company raises a substantial question as

to whether the Registered Exchange Offer is permitted by applicable federal

law, the Company will seek a no-action letter or other favorable decision from

the Commission allowing the Company to consummate the Registered Exchange




 




3





























 




Offer.  The

Company will pursue the issuance of such a decision to the Commission staff

level.  In connection with the

foregoing, the Company will take all such other actions as may be reasonably

requested by the Commission or otherwise required in connection with the

issuance of such decision (which need not be favorable), including without

limitation (i) participating in telephonic conferences with the Commission,

(ii) delivering to the Commission staff an analysis prepared by counsel to the

Company setting forth the legal bases, if any, upon which such counsel has

concluded that the Registered Exchange Offer should be permitted and (iii)

diligently pursuing a resolution (which need not be favorable) by the

Commission staff.




 




2.  Shelf Registration.  If, (i) because of any change in law or in

applicable interpretations thereof by the staff of the Commission, the Company

is not permitted to effect a Registered Exchange Offer, as contemplated by

Section 1 hereof, (ii) the Registered Exchange Offer is not consummated by the

270th day after the Closing Date, (iii) any Initial Purchaser so requests

within 30 days following consummation of the Exchange Offer with respect to the

Initial Securities (or the Private Exchange Securities) not eligible to be

exchanged for Exchange Securities in the Registered Exchange Offer and held by

it following consummation of the Registered Exchange Offer or (iv) any Holder

(other than an Exchanging Dealer) notifies the Company in writing prior to the

consummation of the Exchange Offer that, based upon an opinion of counsel, it

is not eligible to participate in the Registered Exchange Offer or, in the case

of any Holder (other than an Exchanging Dealer) that participates in the

Registered Exchange Offer, such Holder does not receive freely tradeable

Exchange Securities on the date of the exchange and any such Holder so

requests, the Company shall take the following actions (the date on which any

of the conditions described in the foregoing clauses (i) through (iv) occur,

including in the case of clauses (iii) or (iv) the receipt of the required

notice, being a “Trigger Date”):




 




(a) The Company

shall promptly (but in no event more than 30 days after the Trigger Date (such

30th day being a “Filing Deadline”)) file with the Commission

and thereafter use its best efforts to cause to be declared effective no later

than 240 days after the Trigger Date (such 240th day being an “Effectiveness

Deadline”) a registration statement (the “Shelf Registration Statement”

and, together with the Exchange Offer Registration Statement, a “Registration

Statement”) on an appropriate form under the Securities Act relating

to the offer and sale of the Transfer Restricted Securities by the Holders

thereof from time to time in accordance with the methods of distribution set

forth in the Shelf Registration Statement and Rule 415 under the Securities Act

(hereinafter, the “Shelf Registration”); provided, however,

that no Holder (other than an Initial Purchaser) shall be entitled to have the

Securities held by it covered by such Shelf Registration Statement unless such

Holder agrees in writing to be bound by all the provisions of this Agreement

applicable to such Holder.




 




(b) The Company

shall use its commercial reasonable efforts to keep the Shelf Registration

Statement continuously effective in order to permit the prospectus included therein

to be lawfully delivered by the Holders of the relevant Securities, for a

period of two years (or for such longer period if extended pursuant to Section

3(j) below) from the date of its effectiveness or such shorter period that will

terminate when all the Securities covered by the Shelf Registration Statement

(i) have been sold pursuant thereto or (ii) are distributed to the public

pursuant to Rule 144 under the Securities Act or are saleable pursuant to Rule

144(k) under the Securities Act.  The

Company shall be deemed not to have used its commercial reasonable efforts to

keep the Shelf Registration Statement effective during the requisite period if

it voluntarily takes any action that would result in Holders of Securities

covered thereby not being able to offer and sell such Securities during that

period, (i) unless such action is required by applicable law (ii) the Company

complies with this Agreement, or (iii) such action is taken by the Company in

good faith and for valid business reasons (not including avoidance by the

Company of its obligations hereunder), including the acquisition or divestiture

of assets, so long as the Company promptly thereafter complies with the

requirements of Section 3(j) hereof, if applicable.




 




(c)

Notwithstanding any other provisions of this Agreement to the contrary, the

Company shall cause the Shelf Registration Statement and the related prospectus

and any amendment or supplement thereto, as of the effective date of the Shelf

Registration Statement, amendment or supplement, (i) to comply in all material

respects with the applicable requirements of the Securities Act and the rules

and regulations of the Commission and (ii) not to contain any untrue statement

of a material fact or omit to state a material fact required to be stated

therein or necessary in order to make the statements therein, in light of the

circumstances under which they were made, not misleading.




 




4





























 




No Holder of Transfer Restricted Securities may

include any of its Transfer Restricted Securities in any Shelf Registration

Statement pursuant to this Agreement unless and until such Holder furnished to

the Company in writing, within 20 days after receipt of a written request

therefor, the information specified in Item 507 or 508 of Regulation S-K, as

applicable, of the Securities Act for use in connection with any Shelf

Registration Statement or Prospectus or preliminary prospectus included

therein.  No Holder of Transfer

Restricted Securities shall be entitled to liquidated Additional Interest

pursuant to Section 6 hereof unless and until such Holder shall have provided

such information.  Each selling Holder

agrees to promptly furnish additional information required to be disclosed in

order to make the information previously furnished to the Company by such

Holder not materially misleading.




 




3. Registration

Procedures.  In connection

with any Shelf Registration contemplated by Section 2 hereof and, to the extent

applicable, any Registered Exchange Offer contemplated by Section 1 hereof, the

following provisions shall apply:




 




(a) The Company

shall (i) furnish to each Initial Purchaser, prior to the filing thereof with

the Commission, a copy of the Registration Statement and each amendment thereof

and each supplement, if any, to the prospectus included therein and, in the

event that an Initial Purchaser (with respect to any portion of an unsold

allotment from the original offering) is participating in the Registered

Exchange Offer or the Shelf Registration Statement, the Company shall use its

commercial reasonable efforts to reflect in each such document, when so filed

with the Commission, such comments as such Initial Purchaser reasonably may

propose; (ii) include the information set forth in Annex A hereto on the cover,

in Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose

of the Exchange Offer” section and in Annex C hereto in the “Plan of

Distribution” section of the prospectus forming a part of the Exchange Offer

Registration Statement and include the information set forth in Annex D hereto

in the Letter of Transmittal delivered pursuant to the Registered Exchange

Offer; (iii) if requested by an Initial Purchaser, include the information

required by Items 507 or 508 of Regulation S-K under the Securities Act, as

applicable, in the prospectus forming a part of the Exchange Offer Registration

Statement; (iv) include within the prospectus contained in the Exchange Offer

Registration Statement a section entitled “Plan of Distribution,” reasonably

acceptable to the Initial Purchasers, which shall contain a summary statement

of the positions taken or policies made by the staff of the Commission with

respect to the potential “underwriter” status of any broker-dealer that is the

beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of

1934, as amended (the “Exchange Act”)) of Exchange Securities received by such

broker-dealer in the Registered Exchange Offer (a “Participating Broker-Dealer”),

whether such positions or policies have been publicly disseminated by the staff

of the Commission or such positions or policies, in the reasonable judgment of

the Initial Purchasers based upon advice of counsel (which may be in-house

counsel), represent the prevailing views of the staff of the Commission; and

(v) in the case of a Shelf Registration Statement, include the names of the

Holders who propose to sell Securities pursuant to the Shelf Registration

Statement as selling securityholders.




 




(b) The Company

shall give written notice to the Initial Purchasers, the Holders of the

Securities and any Participating Broker-Dealer from whom the Company has

received prior written notice that it will be a Participating Broker-Dealer in

the Registered Exchange Offer (which notice pursuant to clauses (ii)-(v) hereof

shall be accompanied by an instruction to suspend the use of the prospectus

until the requisite changes have been made):




 




(i) when the

Registration Statement or any amendment thereto has been filed with the

Commission and when the Registration Statement or any post-effective amendment

thereto has become effective;




 




(ii) of any

request by the Commission for amendments or supplements to the Registration

Statement or the prospectus included therein or for additional information;




 




(iii) of the issuance

by the Commission of any stop order suspending the effectiveness of the

Registration Statement or the initiation of any proceedings for that purpose;




 




5





























 




(iv) of the

receipt by the Company or its legal counsel of any notification with respect to

the suspension of the qualification of the Securities for sale in any

jurisdiction or the initiation or threatening of any proceeding for such

purpose; and




 




(v) of the

happening of any event that requires the Company to make changes in the

Registration Statement or the prospectus in order that the Registration

Statement or the prospectus do not contain an untrue statement of a material

fact nor omit to state a material fact required to be stated therein or necessary

to make the statements therein (in the case of the prospectus, in light of the

circumstances under which they were made) not misleading.




 




(c) The Company

shall make every reasonable effort to obtain the withdrawal at the earliest

possible time, of any order suspending the effectiveness of the Registration

Statement.




 




(d) The Company

shall furnish to each Holder of Securities included within the coverage of the

Shelf Registration, without charge, at least one copy of the Shelf Registration

Statement and any post-effective amendment thereto, including financial

statements and schedules, and, if the Holder so requests in writing, all

exhibits thereto (including those, if any, incorporated by reference).




 




(e) The Company

shall deliver to each Exchanging Dealer and each Initial Purchaser, and to any

other Holder who so requests, without charge, at least one copy of the Exchange

Offer Registration Statement and any post-effective amendment thereto,

including financial statements and schedules, and, if any Initial Purchaser or

any such Holder requests, all exhibits thereto (including those incorporated by

reference).




 




(f) The Company

shall, during the Shelf Registration Period, deliver to each Holder of

Securities included within the coverage of the Shelf Registration, without

charge, as many copies of the prospectus (including each preliminary

prospectus) included in the Shelf Registration Statement and any amendment or

supplement thereto as such person may reasonably request.  The Company consents, subject to the

provisions of this Agreement, to the use of the prospectus or any amendment or

supplement thereto by each of the selling Holders of the Securities in

connection with the offering and sale of the Securities covered by the

prospectus, or any amendment or supplement thereto, included in the Shelf

Registration Statement.




 




(g) The Company

shall deliver to each Initial Purchaser, any Exchanging Dealer, any

Participating Broker-Dealer and such other persons required to deliver a

prospectus following the Registered Exchange Offer, without charge, as many

copies of the final prospectus included in the Exchange Offer Registration

Statement and any amendment or supplement thereto as such persons may

reasonably request.  The Company

consents, subject to the provisions of this Agreement, to the use of the

prospectus or any amendment or supplement thereto by any Initial Purchaser, if

necessary, any Participating Broker-Dealer and such other persons required to

deliver a prospectus following the Registered Exchange Offer in connection with

the offering and sale of the Exchange Securities covered by the prospectus, or

any amendment or supplement thereto, included in such Exchange Offer

Registration Statement.




 




(h) Prior to any

public offering of the Securities pursuant to any Registration Statement the

Company shall use its commercial reasonable efforts to register or qualify or

cooperate with the Holders of the Securities included therein and their

respective counsel in connection with the registration or qualification of the

Securities for offer and sale under the securities or “blue sky” laws of such

states of the United States as any Holder of the Securities reasonably requests

in writing and do any and all other acts or things necessary or advisable to

enable the offer and sale in such jurisdictions of the Securities covered by

such Registration Statement; provided, however, that the Company shall not be

required to (i) qualify generally to do business in any jurisdiction where it

is not then so qualified or (ii) take any action which would subject it to

general service of process or to taxation in any jurisdiction where it is not

then so subject.




 




(i) The Company

shall cooperate with the Holders of the Securities to facilitate the timely

preparation and delivery of certificates representing the Securities to be sold

pursuant to any Registration 




 




6





























 




Statement free of any

restrictive legends and in such denominations and registered in such names as

the Holders may request a reasonable period of time prior to sales of the

Securities pursuant to such Registration Statement.




 




(j) Upon the

occurrence of any event contemplated by paragraphs (ii) through (v) of Section

3(b) above during the period for which the Company is required to maintain an

effective Registration Statement, the Company shall promptly prepare and file a

post-effective amendment to the Registration Statement or a supplement to the

related prospectus and any other required document so that, as thereafter

delivered to Holders of the Securities or purchasers of Securities, the

prospectus will not contain an untrue statement of a material fact or omit to

state any material fact required to be stated therein or necessary to make the

statements therein, in light of the circumstances under which they were made,

not misleading.  If the Company notifies

the Initial Purchasers, the Holders of the Securities and any known

Participating Broker-Dealer in accordance with paragraphs (ii) through (v) of

Section 3(b) above to suspend the use of the prospectus until the requisite

changes to the prospectus have been made, then the Initial Purchasers, the

Holders of the Securities and any such Participating Broker-Dealers shall

suspend use of such prospectus, and the period of effectiveness of the Shelf

Registration Statement provided for in Section 2(b) above and the Exchange

Offer Registration Statement provided for in Section 1 above shall each be

extended by the number of days from and including the date of the giving of

such notice to and including the date when the Initial Purchasers, the Holders

of the Securities and any known Participating Broker-Dealer shall have received

such amended or supplemented prospectus pursuant to this Section 3(j).  Each Holder receiving a suspension notice

shall either (i) destroy any Prospectuses, other than permanent file copies,

then in such Holder’s possession which have been replaced by the Company with

more recently dated Prospectuses or (ii) deliver to the Company (at the

Company’s expense) all copies, other than permanent file copies, then in such

Holder’s possession of the Prospectus covering such Transfer Restricted

Securities that was current at the time of receipt of the suspension notice.




 




(k) Not later than

the effective date of the applicable Registration Statement, the Company will

provide a CUSIP number for the Initial Securities, the Exchange Securities or

the Private Exchange Securities, as the case may be, and provide the applicable

trustee with printed certificates for the Initial Securities, the Exchange

Securities or the Private Exchange Securities, as the case may be, in a form

eligible for deposit with The Depository Trust Company.




 




(l) The Company

will comply with all rules and regulations of the Commission to the extent and

so long as they are applicable to the Registered Exchange Offer or the Shelf

Registration and will make generally available to its security holders (or

otherwise provide in accordance with Section 11(a) of the Securities Act) an

earnings statement satisfying the provisions of Section 11(a) of the Securities

Act, including, Rule 158 thereunder, no later than 45 days after the end of a

12-month period (or 90 days, if such period is a fiscal year) beginning with

the first month of the Company’s first fiscal quarter commencing after the

effective date of the Registration Statement, which statement shall cover such

12-month period.




 




(m) The Company

shall cause the Indenture to be qualified under the Trust Indenture Act of

1939, as amended, in a timely manner and containing such changes, if any, as

shall be necessary for such qualification. 

In the event that such qualification would require the appointment of a

new trustee under the Indenture, the Company shall appoint a new trustee

thereunder pursuant to the applicable provisions of the Indenture.




 




(n) The Company

may require each Holder of Securities to be sold pursuant to the Shelf

Registration Statement to furnish to the Company such information regarding the

Holder and the distribution of the Securities as the Company may from time to

time reasonably require for inclusion in the Shelf Registration Statement, and

the Company may exclude from such registration the Securities of any Holder

that unreasonably fails to furnish such information within a reasonable time after

receiving such request.




 




(o) The Company

shall enter into such customary agreements (including, if requested, an

underwriting agreement in customary form) and take all such other action, if

any, as any Holder of the




 




7





























 




Securities shall

reasonably request in order to facilitate the disposition of the Securities

pursuant to any Shelf Registration.




 




(p) In the case of

any Shelf Registration, the Company shall (i) make reasonably available for

inspection by the Holders of the Securities, any underwriter participating in

any disposition pursuant to the Shelf Registration Statement and any attorney,

accountant or other agent retained by the Holders of the Securities or any such

underwriter all relevant financial and other records, pertinent corporate

documents and properties of the Company and (ii) cause the Company’s officers,

directors, employees, accountants and auditors to supply all relevant

information reasonably requested by the Holders of the Securities or any such

underwriter, attorney, accountant or agent in connection with the Shelf

Registration Statement, in each case, as shall be reasonably necessary to

enable such persons, to conduct a reasonable investigation within the meaning

of Section 11 of the Securities Act; provided, however, that the foregoing

inspection and information gathering shall be coordinated on behalf of the

Initial Purchasers by you and on behalf of the other parties, by one counsel

designated by and on behalf of such other parties as described in Section 4

hereof; provided, however, that any non-public information shall be kept

confidential by the Holders or any underwriter, attorney, accountant or agent,

unless such disclosure is required by law or becomes available to the public

generally through a third party without an accompanying obligation of

confidentiality other than as a result of a disclosure of such information by

any such Holder, underwriter, attorney, accountant or agent.




 




(q) In the case of

any Shelf Registration, the Company, if requested by any Holder of Securities

covered thereby, shall cause (i) its counsel (which may be in-house counsel) to

deliver an opinion and updates thereof relating to the Securities in customary

form addressed to such Holders and the managing underwriters, if any, thereof

and dated, in the case of the initial opinion, the effective date of such Shelf

Registration Statement (it being agreed that the matters to be covered by such

opinion shall include, without limitation, the due incorporation and good

standing of the Company and its subsidiaries; the qualification of the Company

and its subsidiaries to transact business as foreign corporations; the due

authorization, execution and delivery of the relevant agreement of the type

referred to in Section 3(o) hereof; the due authorization, execution,

authentication and issuance, and the validity and enforceability, of the

applicable Securities; the absence of material legal or governmental

proceedings involving the Company and its subsidiaries; the absence of

governmental approvals required to be obtained in connection with the Shelf

Registration Statement, the offering and sale of the applicable Securities, or

any agreement of the type referred to in Section 3(o) hereof; the compliance as

to form of such Shelf Registration Statement and any documents incorporated by

reference therein and of the Indenture with the requirements of the Securities

Act and the Trust Indenture Act, respectively; and, as of the date of the

opinion and as of the effective date of the Shelf Registration Statement or

most recent post-effective amendment thereto, as the case may be, the absence

from such Shelf Registration Statement and the prospectus included therein, as

then amended or supplemented, and from any documents incorporated by reference

therein of an untrue statement of a material fact or the omission to state

therein a material fact required to be stated therein or necessary to make the

statements therein not misleading (in the case of any such documents, in the light

of the circumstances existing at the time that such documents were filed with

the Commission under the Exchange Act); (ii) its officers to execute and

deliver all customary documents and certificates and updates thereof reasonably

requested by any underwriters of the applicable Securities and (iii) its

independent public accountants and the independent public accountants with

respect to any other entity for which financial information is provided in the

Shelf Registration Statement to provide to the selling Holders of the

applicable Securities and any underwriter therefor a comfort letter in

customary form and covering matters of the type customarily covered in comfort

letters in connection with primary underwritten offerings, subject to receipt

of appropriate documentation as contemplated, and only if permitted, by

Statement of Auditing Standards No. 72.




 




(r) In the case of

the Registered Exchange Offer, if reasonably requested by any Initial Purchaser

that is required to deliver the prospectus contained in the Exchange Offer

Registration Statement, the Company shall cause (i) its counsel (which may be

in-house counsel) to deliver to such Initial Purchaser or such Participating

Broker-Dealer signed opinions in the form set forth in Sections 6(d) and (e) of

the Purchase Agreement with such changes as are customary in connection with

the preparation of a Registration Statement and (ii) its independent public

accountants and the independent public accountants




 




8





























 




with respect to any other

entity for which financial information is provided in the Registration

Statement to deliver to such Initial Purchaser or such Participating

Broker-Dealer a comfort letter, in customary form, meeting the requirements as

to the substance thereof as set forth in Sections 6(a) and (b) of the Purchase

Agreement, with appropriate date changes.




 




(s) If a

Registered Exchange Offer or a Private Exchange is to be consummated, upon

delivery of the Initial Securities by Holders to the Company (or to such other

Person as directed by the Company) in exchange for the Exchange Securities or

the Private Exchange Securities, as the case may be, the Company shall mark, or

caused to be marked, on the Initial Securities so exchanged that such Initial Securities

are being canceled in exchange for the Exchange Securities or the Private

Exchange Securities, as the case may be; in no event shall the Initial

Securities be marked as paid or otherwise satisfied.




 




(t) The Company

will use its commercial reasonable efforts to (a) if the Initial Securities

have been rated prior to the initial sale of such Initial Securities, confirm

such ratings will apply to the Securities covered by a Registration Statement,

or (b) if the Initial Securities were not previously rated, cause the

Securities covered by a Registration Statement to be rated with the appropriate

rating agencies, if so requested by Holders of a majority in aggregate

principal amount of Securities covered by such Registration Statement, or by

the managing underwriters, if any.




 




(u) In the event

that any broker-dealer registered under the Exchange Act shall underwrite any

Securities or participate as a member of an underwriting syndicate or selling

group or “assist in the distribution” (within the meaning of the Conduct Rules

(the “Rules”)

of the National Association of Securities Dealers, Inc. (“NASD”)) thereof, whether as a

Holder of such Securities or as an underwriter, a placement or sales agent or a

broker or dealer in respect thereof, or otherwise, the Company will assist such

broker-dealer in complying with the requirements of such Rules, including,

without limitation, to the extent such requirement is based on an opinion of

counsel reasonably satisfactory to the Company, by (i) if such Rules, including

Rule 2720, shall so require, engaging a “qualified independent underwriter” (as

defined in Rule 2720) to participate in the preparation of the Registration

Statement relating to such Securities, to exercise usual standards of due

diligence in respect thereto and, if any portion of the offering contemplated

by such Registration Statement is an underwritten offering or is made through a

placement or sales agent, to recommend the yield of such Securities, (ii)

indemnifying any such qualified independent underwriter to the extent of the

indemnification of underwriters provided in Section 5 hereof and (iii)

providing such information to such broker-dealer as may be required in order

for such broker-dealer to comply with the requirements of the Rules.




 




(v) The Company

shall use its commercial reasonable efforts to take all other steps necessary

to effect the registration of the Securities covered by a Registration

Statement contemplated hereby.




 




4. Registration

Expenses.




 




(a) All expenses

incident to the Company’s performance of and compliance with this Agreement

will be borne by the Company, regardless of whether a Registration Statement is

ever filed or becomes effective, including without limitation;




 




(i) all

registration and filing fees and expenses;




 




(ii) all fees and

expenses of compliance with federal securities and state “blue sky” or

securities laws;




 




(iii) all expenses

of printing (including printing certificates for the Securities to be issued in

the Registered Exchange Offer and the Private Exchange and printing of

Prospectuses), messenger and delivery services and telephone;




 




(iv) all fees and

disbursements of counsel for the Company; and




 




9





























 




(v) all fees and

disbursements of independent certified public accountants of the Company

(including the expenses of any special audit and comfort letters required by or

incident to such performance).




 




The Company will

bear its internal expenses (including, without limitation, all salaries and

expenses of its officers and employees performing legal or accounting duties),

the expenses of any annual audit and the fees and expenses of any person,

including special experts, retained by the Company.




 




(b) In connection

with any Registration Statement required by this Agreement, the Company will

reimburse the Initial Purchasers and the Holders of Transfer Restricted

Securities who are tendering Initial Securities in the Registered Exchange

Offer and/or selling or reselling Securities pursuant to the “Plan of

Distribution” contained in the Exchange Offer Registration Statement or the

Shelf Registration Statement, as applicable, for the reasonable fees and

disbursements of not more than one counsel, who shall be Dewey Ballantine LLP

unless another firm shall be chosen by the Holders of a majority in principal

amount of the Transfer Restricted Securities for whose benefit such

Registration Statement is being prepared.




 




5. Indemnification.




 




(a) The Company

agrees to indemnify and hold harmless each Holder of the Securities, any Participating

Broker-Dealer and each person, if any, who controls such Holder or such

Participating Broker-Dealer within the meaning of the Securities Act or the

Exchange Act (each Holder, any Participating Broker-Dealer and such controlling

persons are referred to collectively as the “Indemnified Parties”) from

and against any losses, claims, damages or liabilities, joint or several, or

any actions in respect thereof (including, but not limited to, any losses,

claims, damages, liabilities or actions relating to purchases and sales of the

Securities) to which each Indemnified Party may become subject under the

Securities Act, the Exchange Act or otherwise, insofar as such losses, claims,

damages or liabilities (or actions in respect thereof) arise out of or are

based upon (i) any untrue statement or alleged untrue statement of a material

fact contained in a Registration Statement or in any amendment or supplement

thereto, or arise out of, or are based upon the omission or alleged omission to

state therein a material fact required to be stated therein or necessary in

order to make the statements therein, not misleading or (ii) any untrue

statement or alleged untrue statement of a material fact contained in a

Prospectus or in any amendment or supplement thereto or in any preliminary

prospectus relating to a Shelf Registration, or arise out of, or are based

upon, the omission or alleged omission to state therein a material fact

required to be stated therein or necessary in order to make the statements

therein, in light of the circumstances under which they were made, not

misleading, and shall reimburse, as incurred, the Indemnified Parties for any

legal or other expenses reasonably incurred by them in connection with

investigating or defending any such loss, claim, damage, liability or action in

respect thereof; provided, however, that (i) the Company shall not be liable in

any such case to the extent that such loss, claim, damage or liability arises

out of or is based upon any untrue statement or alleged untrue statement or

omission or alleged omission made in a Registration Statement or prospectus or

in any amendment or supplement thereto or in any preliminary prospectus

relating to a Shelf Registration in reliance upon and in conformity with

written information pertaining to such Holder and furnished to the Company by

or on behalf of such Holder specifically for inclusion therein and (ii) with

respect to any untrue statement or omission or alleged untrue statement or

omission made in any preliminary prospectus, the indemnity agreement contained

in this subsection (a) shall not inure to the benefit of any Holder or

Participating Broker-Dealer from whom the person asserting any such losses,

claims, damages or liabilities purchased the Securities concerned, to the extent

that a prospectus relating to such Securities was required to be delivered by

such Holder or Participating Broker-Dealer under the Securities Act in

connection with such purchase and any such loss, claim, damage or liability of

such Holder or Participating Broker-Dealer results from the fact that there was

not sent or given to such person, at or prior to the written confirmation of

the sale of such Securities to such person, a copy of the final prospectus if

the Company had previously furnished copies thereof to such Holder or

Participating Broker-Dealer as required under this agreement.




 




(b) Each Holder of

the Securities, severally and not jointly, will indemnify and hold harmless the

Company and each person, if any, who controls the Company within the meaning of

the Securities Act or the Exchange Act from and against any losses, claims,

damages or liabilities or any actions in respect




 




10





























 




thereof, to which the

Company or any such controlling person may become subject under the Securities

Act, the Exchange Act or otherwise, insofar as such losses, claims, damages,

liabilities or actions arise out of or are based upon (i) any untrue statement

or alleged untrue statement of a material fact contained in a Registration

Statement or in any amendment or supplement thereto or arise out of or are

based upon the omission or alleged omission to state therein a material fact

necessary in order to make the statements therein not misleading or (ii) any

untrue statement or alleged untrue statement of a material fact contained in a

Prospectus or in any amendment or supplement thereto or in any preliminary

prospectus relating to a Shelf Registration, or arise out of, or are based

upon, the omission or alleged omission to state therein a material fact

required to be stated therein or necessary in order to make the statements

therein, in light of the circumstances under which they were made, not

misleading, but in each case only to the extent that the untrue statement or

omission or alleged untrue statement or omission was made in reliance upon and

in conformity with written information pertaining to such Holder and furnished

to the Company by or on behalf of such Holder specifically for inclusion

therein; and, subject to the limitation set forth immediately preceding this

clause, shall reimburse, as incurred, the Company for any legal or other

expenses reasonably incurred by the Company or any such controlling person in

connection with investigating or defending any loss, claim, damage, liability

or action in respect thereof.  This

indemnity agreement will be in addition to any liability which such Holder may

otherwise have to the Company or any of its controlling persons.




 




(c) Promptly after

receipt by an indemnified party under this Section 5 of notice of the

commencement of any action or proceeding (including a governmental

investigation), such indemnified party will, if a claim in respect thereof is

to be made against the indemnifying party under this Section 5, notify the indemnifying

party of the commencement thereof; but the omission so to notify the

indemnifying party will not, in any event, relieve the indemnifying party from

any obligations to any indemnified party other than the indemnification

obligation provided in paragraph (a) or (b) above to the extent not materially

prejudiced as a result thereof.  In case

any such action is brought against any indemnified party, and it notifies the

indemnifying party of the commencement thereof, the indemnifying party will be

entitled to participate therein and, to the extent that it may wish, jointly

with any other indemnifying party similarly notified, to assume the defense

thereof, with counsel reasonably satisfactory to such indemnified party (who

shall not, except with the consent of the indemnified party, be counsel to the

indemnifying party), and after notice from the indemnifying party to such

indemnified party of its election so to assume the defense thereof the

indemnifying party will not be liable to such indemnified party under this

Section 5 for any legal or other expenses, other than reasonable costs of

investigation, subsequently incurred by such indemnified party in connection

with the defense thereof.  No

indemnifying party shall, without the prior written consent of the indemnified

party, effect any settlement of any pending or threatened action in respect of

which any indemnified party is or could have been a party and indemnity could

have been sought hereunder by such indemnified party unless such settlement (i)

includes an unconditional release of such indemnified party from all liability

on any claims that are the subject matter of such action, and (ii) does not

include a statement as to or an admission of fault, culpability or a failure to

act by or on behalf of any indemnified party.




 




(d) If the

indemnification provided for in this Section 5 is unavailable or insufficient

to hold harmless an indemnified party under subsections (a) or (b) above, then

each indemnifying party shall contribute to the amount paid or payable by such

indemnified party as a result of the losses, claims, damages or liabilities (or

actions in respect thereof) referred to in subsection (a) or (b) above in such

proportion as is appropriate to reflect the relative fault of the indemnifying

party or parties on the one hand and the indemnified party on the other in

connection with the statements or omissions that resulted in such losses,

claims, damages or liabilities (or actions in respect thereof) as well as any

other relevant equitable considerations. 

The relative fault of the parties shall be determined by reference to,

among other things, whether the untrue or alleged untrue statement of a

material fact or the omission or alleged omission to state a material fact

relates to information supplied by the Company on the one hand or such Holder

or such other indemnified party, as the case may be, on the other, and the

parties’ relative intent, knowledge, access to information and opportunity to

correct or prevent such statement or omission. 

The amount paid by an indemnified party as a result of the losses,

claims, damages or liabilities referred to in the first sentence of this

subsection (d) shall be deemed to include any legal or other expenses

reasonably incurred by such indemnified party in connection with investigating

or defending any action or claim which is the subject of this subsection

(d).  Notwithstanding any other

provision of this Section 5(d), the Holders of the Securities




 




11





























 




shall not be required to

contribute any amount in excess of the amount by which the net proceeds

received by such Holders from the sale of the Securities pursuant to a

Registration Statement exceeds the amount of damages which such Holders have

otherwise been required to pay by reason of such untrue or alleged untrue

statement or omission or alleged omission. 

No person guilty of fraudulent misrepresentation (within the meaning of

Section 11(f) of the Securities Act) shall be entitled to contribution from any

person who was not guilty of such fraudulent misrepresentation.  For purposes of this paragraph (d), each

person, if any, who controls such indemnified party within the meaning of the

Securities Act or the Exchange Act shall have the same rights to contribution

as such indemnified party and each person, if any, who controls the Company

within the meaning of the Securities Act or the Exchange Act shall have the

same rights to contribution as the Company.




 




(e) The agreements

contained in this Section 5 shall survive the sale of the Securities pursuant

to a Registration Statement and shall remain in full force and effect,

regardless of any termination or cancellation of this Agreement or any

investigation made by or on behalf of any indemnified party.




 




6. Additional

Interest Under Certain Circumstances.




 




(a) Additional

interest (the “Additional Interest”) with respect to the Securities shall be

assessed as follows if any of the following events occur (each such event in

clauses (i) through (iv) below being herein called a “Registration Default”):




 




(i) any

Registration Statement required by this Agreement is not filed with the

Commission on or prior to the applicable Filing Deadline;




 




(ii) any

Registration Statement required by this Agreement is not declared effective by the

Commission on or prior to the applicable Effectiveness Deadline;




 




(iii) the

Registered Exchange Offer has not been consummated on or prior to the

Consummation Deadline; or




 




(iv) any

Registration Statement required by this Agreement has been declared effective

by the Commission but (A) such Registration Statement thereafter ceases to be

effective or (B) such Registration Statement or the related prospectus ceases

to be usable in connection with resales of Transfer Restricted Securities

during the periods specified herein because either (1) any event occurs as a

result of which the related prospectus forming part of such Registration

Statement would include any untrue statement of a material fact or omit to

state any material fact necessary to make the statements therein in the light

of the circumstances under which they were made not misleading, or (2) it shall

be necessary to amend such Registration Statement or supplement the related

prospectus, to comply with the Securities Act or the Exchange Act or the

respective rules thereunder.




 




Each of the

foregoing will constitute a Registration Default whatever the reason for any

such event and whether it is voluntary or involuntary or is beyond the control

of the Company or pursuant to operation of law or as a result of any action or

inaction by the Commission .




 




Additional

Interest shall accrue on the Securities over and above the interest set forth

in the title of the Securities from and including the date on which any such

Registration Default shall occur to but excluding the date on which all such

Registration Defaults have been cured, at a rate of 0.25% per annum (the “Additional

Interest Rate”) for the first 90-day period immediately following

the occurrence of such Registration Default. 

The Additional Interest Rate shall increase by an additional 0.25% per

annum with respect to each subsequent 90-day period until all Registration

Defaults have been cured, up to a maximum Additional Interest Rate of 1.0% per

annum.




 




(b) A Registration

Default referred to in Section 6(a)(iv) hereof shall be deemed not to have

occurred and be continuing in relation to a Shelf Registration Statement or the

related prospectus if (i) such




 




12





























 




Registration Default has

occurred solely as a result of (x) the filing of a post-effective amendment to

such Shelf Registration Statement to incorporate annual audited financial

information with respect to the Company where such post-effective amendment is

not yet effective and needs to be declared effective to permit Holders to use

the related prospectus or (y) other material events, with respect to the

Company that would need to be described in such Shelf Registration Statement or

the related prospectus and (ii) in the case of clause (y), the Company is

proceeding promptly and in good faith to amend or supplement such Shelf

Registration Statement and related prospectus to describe such events; provided,

however, that in any case if such Registration Default occurs for a

continuous period in excess of 60 days, Additional Interest shall be payable in

accordance with the above paragraph from the day such Registration Default

occurs until such Registration Default is cured.




 




(c) Any amounts of

Additional Interest due pursuant to Section 6(a) will be payable in cash on the

regular interest payment dates with respect to the Securities.  The amount of Additional Interest will be

determined by multiplying the applicable Additional Interest Rate by the

principal amount of the Securities and further multiplied by a fraction, the

numerator of which is the number of days such Additional Interest Rate was

applicable during such period (determined on the basis of a 360-day year

comprised of twelve 30-day months), and the denominator of which is 360.




 




(d) “Transfer

Restricted Securities” means each Security until (i) the date on

which such Security has been exchanged by a person other than a broker-dealer

for a freely transferable Exchange Security in the Registered Exchange Offer,

(ii) following the exchange by a broker-dealer in the Registered Exchange Offer

of an Initial Security for an Exchange Note, the date on which such Exchange

Note is sold to a purchaser who receives from such broker-dealer on or prior to

the date of such sale a copy of the prospectus contained in the Exchange Offer

Registration Statement, (iii) the date on which such Security has been

effectively registered under the Securities Act and disposed of in accordance

with the Shelf Registration Statement or (iv) the date on which such Security is

distributed to the public pursuant to Rule 144 under the Securities Act or is

saleable pursuant to Rule 144(k) under the Securities Act.




 




7. Rules

144 and 144A.  The Company

shall use its commercial reasonable efforts to file the reports required to be filed

by it under the Securities Act and the Exchange Act in a timely manner and, if

at any time the Company is not required to file such reports, it will, upon the

request of any Holder of Securities, make publicly available other information

so long as necessary to permit sales of their securities pursuant to Rules 144

and 144A.  The Company covenants that it

will take such further action as any Holder of Securities may reasonably

request, all to the extent required from time to time to enable such Holder to

sell Securities without registration under the Securities Act within the

limitation of the exemptions provided by Rules 144 and 144A (including the

requirements of Rule 144A(d)(4)).  The

Company will provide a copy of this Agreement to prospective purchasers of

Initial Securities identified to the Company by the Initial Purchasers upon

request.  Upon the request of any Holder

of Initial Securities, the Company shall deliver to such Holder a written

statement as to whether it has complied with such requirements.  Notwithstanding the foregoing, nothing in

this Section 7 shall be deemed to require the Company to register any of its

securities pursuant to the Exchange Act.




 




8. Underwritten

Registrations.  If any of the

Transfer Restricted Securities covered by any Shelf Registration are to be sold

in an underwritten offering, the investment banker or investment bankers and

manager or managers that will administer the offering (“Managing Underwriters”) will

be selected by the Holders of a majority in aggregate principal amount of such

Transfer Restricted Securities to be included in such offering and approved by

the Company.




 




No person may participate in any underwritten

registration hereunder unless such person (i) agrees to sell such person’s

Transfer Restricted Securities on the basis reasonably provided in any

underwriting arrangements approved by the persons entitled hereunder to approve

such arrangements and (ii) completes and executes all questionnaires, powers of

attorney, indemnities, underwriting agreements and other documents reasonably

required under the terms of such underwriting arrangements.




 




13





























 




9. Miscellaneous.




 




(a) Remedies.  The Company acknowledges and agrees that any

failure by the Company to comply with its obligations under Section 1 and 2

hereof may result in material irreparable injury to the Initial Purchasers or

the Holders for which there is no adequate remedy at law, that it will not be

possible to measure damages for such injuries precisely and that, in the event

of any such failure, the Initial Purchasers or any Holder may obtain such

relief as may be required to specifically enforce the Company’s obligations

under Sections 1 and 2 hereof.  The Company

further agrees to waive the defense in any action for specific performance that

a remedy at law would be adequate.




 




(b) No

Inconsistent Agreements.  The

Company will not on or after the date of this Agreement enter into any

agreement with respect to its securities that is inconsistent with the rights

granted to the Holders in this Agreement or otherwise conflicts with the

provisions hereof.  The rights granted

to the Holders hereunder do not in any way conflict with and are not

inconsistent with the rights granted to the holders of the Company’s securities

under any agreement in effect on the date hereof.




 




(c) Amendments

and Waivers.  The provisions

of this Agreement may not be amended, modified or supplemented, and waivers or

consents to departures from the provisions hereof may not be given, except by

the Company and the written consent of the Holders of a majority in principal

amount of the Securities affected by such amendment, modification, supplement,

waiver or consents.  Without the consent

of the Holder of each Security, however, no modification may change the

provisions relating to the payment of Additional Interest.




 




(d) Notices.  All notices and other communications

provided for or permitted hereunder shall be made in writing by hand delivery,

first-class mail, facsimile transmission, or air courier which guarantees

overnight delivery:




 




(1) if to a Holder

of the Securities, at the most current address given by such Holder to the

Company.




 




(2) if to the

Initial Purchasers;




 




c/o Credit Suisse

First Boston Corporation




Eleven Madison Avenue




New York, NY

10010-3629




Fax No.: (212)

325-8278




Attention:

Transactions Advisory Group




 




with a copy to:




 




Dewey Ballantine

LLP




1301 Avenue of the

Americas




New York, NY 10019




Fax No.: (212)

259-6333




Attention: Morton

A. Pierce




 




(3) if to the

Company, at its address as follows:




 




NorthWestern

Corporation




125 S. Dakota

Avenue




Sioux Falls, South

Dakota 57104




Attention: Eric R.

Jacobsen




 




with a copy to:




 




Paul, Hastings,

Janofsky & Walker LLP




55 Second Street,

24th Floor




 




14





























 




San Francisco, CA

94105-3441




Fax No.: (415)

856-7100




Attention: Thomas

R. Pollock




 




All such notices and communications shall be deemed to

have been duly given: at the time delivered by hand, if personally delivered;

three business days after being deposited in the mail, postage prepaid, if

mailed; when receipt is acknowledged by recipient’s facsimile machine operator,

if sent by facsimile transmission; and on the day delivered, if sent by

overnight air courier guaranteeing next day delivery.




 




(e) Third Party

Beneficiaries.  The Holders

shall be third party beneficiaries to the agreements made hereunder between the

Company, on the one hand, and the Initial Purchasers, on the other hand, and

shall have the right to enforce such agreements directly to the extent they may

deem such enforcement necessary or advisable to protect their rights or the

rights of Holders hereunder.




 




(f) Successors and Assigns.  This Agreement shall be binding upon the

Company and its successors and assigns.




 




(g) Counterparts.  This Agreement may be executed in any number

of counterparts and by the parties hereto in separate counterparts, each of

which when so executed shall be deemed to be an original and all of which taken

together shall constitute one and the same agreement.




 




(h) Headings. 

The headings in this Agreement are for convenience of reference only and

shall not limit or otherwise affect the meaning hereof.




 




(i) Governing

Law.  THIS AGREEMENT SHALL BE

GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW

YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.




 




(j) Severability.  If any one or more of the provisions contained herein, or the

application thereof in any circumstance, is held invalid, illegal or

unenforceable, the validity, legality and enforceability of any such provision

in every other respect and of the remaining provisions contained herein shall

not be affected or impaired thereby.




 




(k) Securities Held by the Company.  Whenever the consent or approval of Holders

of a specified percentage of principal amount of Securities is required

hereunder, Securities held by the Company or its affiliates (other than

subsequent Holders of Securities if such subsequent Holders are deemed to be

affiliates solely by reason of their holdings of such Securities) shall not be

counted in determining whether such consent or approval was given by the

Holders of such required percentage.




 




15





























 




If the foregoing is in accordance with your

understanding of our agreement, please sign and return to the Company a

counterpart hereof, whereupon this instrument, along with all counterparts,

will become a binding agreement between the Initial Purchasers and the Company

in accordance with its terms.




 




	

   


  	

  Very truly yours,


  
	

   


  	

   


  
	

   


  	

  NORTHWESTERN

  CORPORATION


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

   /s/ Kipp D. Orme


  	

   


  
	

   


  	

  Name:   Kipp D. Orme


  
	

   


  	

  Title:     Vice President & Chief Financial

  Officer


  
	

  The foregoing

  Registration


  Rights Agreement is hereby confirmed


  and accepted as of the date first


  above written.


  	

   


  
	

   


  	

   


  
	

  CREDIT SUISSE FIRST

  BOSTON CORPORATION


  	

   


  
	

  BARCLAYS CAPITAL INC.


  	

   


  
	

  MORGAN STANLEY &

  CO. INCORPORATED


  	

   


  
	

   


  	

   


  
	

   


  	

  Acting on behalf of

  themselves


  and as the Representatives of the


  several Purchasers


  
	

   


  	

   


  
	

   


  	

  By: CREDIT SUISSE FIRST

  BOSTON CORPORATION


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ Jamie Welch


  	

   


  
	

   


  	

  Name:   Jamie

  Welch


  	

   


  
	

   


  	

  Title:    

  Managing Director


  	

   


  
							





 




16





























 




ANNEX A




 




Each broker-dealer that receives Exchange Securities

for its own account pursuant to the Exchange Offer must acknowledge that it

will deliver a prospectus in connection with any resale of such Exchange

Securities.  The Letter of Transmittal

states that by so acknowledging and by delivering a prospectus, a broker-dealer

will not be deemed to admit that it is an “underwriter” within the meaning of

the Securities Act.  This Prospectus, as

it may be amended or supplemented from time to time, may be used by a

broker-dealer in connection with resales of Exchange Securities received in

exchange for Initial Securities where such Initial Securities were acquired by

such broker-dealer as a result of market-making activities or other trading

activities.  The Company has agreed

that, for a period of 180 days after the Expiration Date (as defined herein),

it will make this Prospectus available to any broker-dealer for use in

connection with any such resale.  See

“Plan of Distribution.”




 




17





























 




ANNEX B




 




Each broker-dealer that receives Exchange Securities

for its own account in exchange for Initial Securities, where such Initial

Securities were acquired by such broker-dealer as a result of market-making

activities or other trading activities, must acknowledge that it will deliver a

prospectus in connection with any resale of such Exchange Securities.  See “Plan of Distribution.”




 




18





























 




ANNEX C




 




PLAN OF DISTRIBUTION




 




Each broker-dealer that receives Exchange Securities

for its own account pursuant to the Exchange Offer must acknowledge that it

will deliver a prospectus in connection with any resale of such Exchange

Securities.  This Prospectus, as it may

be amended or supplemented from time to time, may be used by a broker-dealer in

connection with resales of Exchange Securities received in exchange for Initial

Securities where such Initial Securities were acquired as a result of

market-making activities or other trading activities.  The Company has agreed that, for a period of 180 days after the

Expiration Date, it will make this prospectus, as amended or supplemented,

available to any broker-dealer for use in connection with any such resale.  In addition, until

                ,

200 , all dealers effecting transactions in the Exchange Securities may be

required to deliver a prospectus. (1)






















(1)  In addition,

the legend required by Item 502(b) of Regulation S-K will appear on the outside

back cover page of the Exchange Offer prospectus.




 




The Company will not receive any proceeds from any

sale of Exchange Securities by broker-dealers. 

Exchange Securities received by broker-dealers for their own account

pursuant to the Exchange Offer may be sold from time to time in one or more

transactions in the over-the-counter market, in negotiated transactions,

through the writing of options on the Exchange Securities or a combination of

such methods of resale, at market prices prevailing at the time of resale, at

prices related to such prevailing market prices or negotiated prices.  Any such resale may be made directly to

purchasers or to or through brokers or dealers who may receive compensation in

the form of commissions or concessions from any such broker-dealer or the

purchasers of any such Exchange Securities. 

Any broker-dealer that resells Exchange Securities that were received by

it for its own account pursuant to the Exchange Offer and any broker or dealer

that participates in a distribution of such Exchange Securities may be deemed

to be an “underwriter” within the meaning of the Securities Act and any profit

on any such resale of Exchange Securities and any commission or concessions

received by any such persons may be deemed to be underwriting compensation

under the Securities Act.  The Letter of

Transmittal states that, by acknowledging that it will deliver and by delivering

a prospectus, a broker-dealer will not be deemed to admit that it is an

“underwriter” within the meaning of the Securities Act.




 




For a period of 180 days after the Expiration Date the

Company will promptly send additional copies of this Prospectus and any

amendment or supplement to this Prospectus to any broker-dealer that requests

such documents in the Letter of Transmittal. 

The Company has agreed to pay all expenses incident to the Exchange

Offer (including the expenses of one counsel for the Holders of the Securities)

other than commissions or concessions of any brokers or dealers and will

indemnify the Holders of the Securities (including any broker-dealers) against

certain liabilities, including liabilities under the Securities Act.




 




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ANNEX D




 




o

CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES

OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.




 




	

  Name:


  	

   


  	

   


  
	

  Address:


  	

   


  	

   


  





 




If the undersigned is not a broker-dealer, the undersigned represents that

it is not engaged in, and does not intend to engage in, a distribution of

Exchange Securities.  If the undersigned

is a broker-dealer that will receive Exchange Securities for its own account in

exchange for Initial Securities that were acquired as a result of market-making

activities or other trading activities, it acknowledges that it will deliver a

prospectus in connection with any resale of such Exchange Securities; however,

by so acknowledging and by delivering a prospectus, the undersigned will not be

deemed to admit that it is an “underwriter” within the meaning of the

Securities Act.




 




20