NorthWestern Corporation REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 14th, 2006 • Northwestern Corp • Electric & other services combined • New York
NorthWestern Corporation, a Delaware corporation (the "Company"), proposes to issue and sell to the several initial purchasers named in Schedule A hereto (collectively, the "Initial Purchasers"), upon the terms set forth in a purchase agreement, dated September 6, 2006 (the "Purchase Agreement"), among the Company and the Initial Purchasers, $150,000,000 aggregate principal amount of its 6.04% First Mortgage Bonds due 2016 (the "Initial Securities") The Initial Securities will be issued pursuant to the Mortgage and Deed of Trust, dated as of October 1, 1945, of the Company (as successor to NorthWestern Energy, L.L.C., in turn successor to The Montana Power Company) to The Bank of New York (as successor to Guaranty Trust Company of New York), as corporate trustee (the "Trustee"), and Ming Ryan (as indirect successor to Arthur E. Burke), as individual trustee, as amended and supplemented by various instruments including the supplemental indenture, to be dated the date hereof, establishin
NorthWestern CorporationPurchase Agreement • September 14th, 2006 • Northwestern Corp • Electric & other services combined • New York
NORTHWESTERN CORPORATION TO THE BANK OF NEW YORK AND MING RYAN As Trustees under Mortgage and Deed of Trust, dated as of October 1, 1945, with NorthWestern Corporation TWENTY-SIXTH SUPPLEMENTAL INDENTURE Providing, among other things, for First...Supplemental Indenture • September 14th, 2006 • Northwestern Corp • Electric & other services combined
originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii)-the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if the proposed transfer is being made prior to the expiration of the Restricted Period, the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Upon consummation of the proposed transfer in accor
