REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 26th, 2009 • 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 March 23, 2009 (the "Purchase Agreement"), among the Company and the Initial Purchasers, $250,000,000 aggregate principal amount of its 6.34% First Mortgage Bonds due 2019 (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 Mellon (formerly 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 b
NorthWestern Corporation PURCHASE AGREEMENTPurchase Agreement • March 26th, 2009 • Northwestern Corp • Electric & other services combined • New York
As Trustees under Mortgage and Deed of Trust, dated as ofSupplemental Indenture • March 26th, 2009 • Northwestern Corp • Electric & other services combined
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 accordance with the terms of the Indenture, the transferred beneficial interest or Certificated Bond will be subject to the restrictions on Transfer enumerated in the Private Placement Legend printed on the Regulation S Global Bond, and/or the Certificated Bond and in the Indenture and the Securities Act.
