NorthWestern Corporation Contracts & Agreements

$200,000,000 Credit Agreement, dated November 29, 2023 (Filed With SEC on December 5, 2023)

Second Amended and Restated Credit Agreement, dated November 29, 2023 (Filed With SEC on December 5, 2023)

Agreement and Plan of Merger, dated October 2, 2023, by and among NorthWestern Corporation, NorthWestern Energy Group, Inc. and NorthWestern Energy Merger Company (Filed With SEC on October 2, 2023)

Amendment No. 1 to Equity Distribution Agreementby and among the Company, on the one hand, and JPMorgan Chase Bank, National Association, Bank of America N.A., Canadian Imperial... (Filed With SEC on June 15, 2023)

Nineteenth Supplemental Indenture, dated as of June 1, 2023, between the Company and The Bank of New York Mellon, as trustee (Filed With SEC on June 9, 2023)

Forty-third Supplemental Indenture, dated as of May 1, 2023, between the Company and The Bank of New York Mellon and Mary Miselis, as trustees (Filed With SEC on June 9, 2023)

Eighteenth Supplemental Indenture, dated as of May 1, 2023, between the Company and The Bank of New York Mellon, as trustee (Filed With SEC on May 5, 2023)

Description of Securities (Filed With SEC on February 17, 2023)

Credit Agreement, dated October 28, 2022 (Filed With SEC on November 3, 2022)

Credit Agreement, dated May 18, 2022 (Filed With SEC on May 23, 2022)

Description of Securities (Filed With SEC on February 11, 2022)

Underwriting Agreement, dated November 16, 2021, by and among NorthWestern Corporation; BofA Securities, Inc. and J.P. Morgan Securities LLC, as representatives of the several... (Filed With SEC on November 19, 2021)

Forward Sale Agreement, dated November 16, 2021, between NorthWestern Corporation and Bank of America, N.A., as forward purchaser (Filed With SEC on November 19, 2021)

Additional Forward Sale Agreement, dated November 17, 2021, between NorthWestern Corporation and Bank of America, N.A., as forward purchaser (Filed With SEC on November 19, 2021)

ENGINEERING, PROCUREMENT AND CONSTRUCTION CONTRACT NOMINAL 175 MW POWER PLANT LAUREL, MONTANA EFFECTIVE: APRIL 19, 2021 (Filed With SEC on July 28, 2021)

PROCUREMENT CONTRACT NOMINAL 175 MW POWER PLANT LAUREL, MONTANA EFFECTIVE: APRIL 19, 2021 CAT KTR 222044 NW MAT 0001030 (Filed With SEC on July 28, 2021)

Equity Distribution Agreement, dated April 23, 2021, by and among NorthWestern Corporation; J.P. Morgan Securities LLC, BofA Securities, Inc., CIBC World Markets Corp. and Credit... (Filed With SEC on April 23, 2021)

Form of Master Forward Sale Confirmation (Filed With SEC on April 23, 2021)

Forty-first Supplemental Indenture, dated as of March 1, 2021, between the Company and The Bank of New York Mellon and Beata Harvin, as trustees (Filed With SEC on April 1, 2021)

Description of Securities (Filed With SEC on February 12, 2021)

Credit Agreement, dated September 2, 2020 (Filed With SEC on September 4, 2020)

Sixteenth Supplemental Indenture, dated as of April 1, 2020, between the Company and The Bank of New York Mellon, as trustee (Filed With SEC on May 20, 2020)

Fortieth Supplemental Indenture, dated as of April 1, 2020, between the Company and The Bank of New York Mellon and Beata Harvin, as trustees (Filed With SEC on May 20, 2020)

Term Loan Credit Agreement, dated April 3, 2020 (Filed With SEC on April 7, 2020)

Description of Securities (Filed With SEC on February 13, 2020)

Colstrip Transmission System Purchase and Sale Agreement, dated December 9, 2019 (Filed With SEC on December 13, 2019)

Colstrip Unit 4 Purchase and Sale Agreement, dated December 9, 2019 (Filed With SEC on December 13, 2019)

Thirty-Ninth Supplemental Indenture, dated as of September 1, 2019, between the Company and The Bank of New York Mellon and Beata Harvin, as trustees (Filed With SEC on September 20, 2019)

Thirty-Eighth Supplemental Indenture, dated as of June 1, 2019, between the Company and The Bank of New York Mellon and Beata Harvin, as trustees (Filed With SEC on July 2, 2019)

Thirty-Seventh Supplemental Indenture, dated as of November 1, 2017, between the Company and The Bank of New York Mellon and Beata Harvin, as trustees (Filed With SEC on November 8, 2017)

Equity Distribution Agreement, dated as of September 6, 2017, by and between NorthWestern Corporation d/b/a NorthWestern Energy, Merrill Lynch, Pierce, Fenner & Smith... (Filed With SEC on September 6, 2017)

$400,000,000 THIRD AMENDED AND RESTATED CREDIT AGREEMENT among NORTHWESTERN CORPORATION, as Borrower, The Several Lenders from Time to Time Parties Hereto, MERRILL LYNCH, PIERCE,... (Filed With SEC on December 16, 2016)

NORTHWESTERN CORPORATION KEY EMPLOYEE SEVERANCE PLAN _______________________________ Effective October 19, 2016 _______________________________ (Filed With SEC on October 25, 2016)

Indenture of Trust between City of Forsyth, Rosebud County, Montana and U.S. Bank National Association, as Trustee ___________________________ Dated as of August 1, 2016... (Filed With SEC on August 16, 2016)

Loan Agreement between City of Forsyth, Rosebud County, Montana and NorthWestern Corporation Dated as of August 1, 2016 Relating to $144,660,000 Pollution Control Revenue... (Filed With SEC on August 16, 2016)

BOND DELIVERY AGREEMENT BETWEEN NORTHWESTERN CORPORATION AND U.S. BANK NATIONAL ASSOCIATION, As TRUSTEE Dated as of August 1, 2016 City of Forsyth, Rosebud County, Montana,... (Filed With SEC on August 16, 2016)

NORTHWESTERN CORPORATION TO THE BANK OF NEW YORK MELLON (formerly The Bank of New York) AND BEATA HARVIN As Trustees under Mortgage and Deed of Trust, dated as of October 1, 1945,... (Filed With SEC on August 16, 2016)

Waiver and Mutual Release Agreement (Filed With SEC on October 16, 2015)

1,100,000 Shares NorthWestern Corporation Common Stock, $0.01 Par Value UNDERWRITING AGREEMENT (Filed With SEC on October 5, 2015)

DESCRIPTION OF FIRST MORTGAGE BONDS, 4.26% SERIES DUE 2040 (Filed With SEC on October 5, 2015)

_____________________________________________________________________________ PURCHASE AND SALE AGREEMENT dated as of July 22, 2015 between BayWa r.e. Wind, LLC as Seller, and... (Filed With SEC on July 23, 2015)

NORTHWESTERN CORPORATION TO THE BANK OF NEW YORK MELLON (formerly The Bank of New York) AND BEATA HARVIN As Trustees under Mortgage and Deed of Trust, dated as of October 1, 1945,... (Filed With SEC on June 29, 2015)

NORTHWESTERN CORPORATION TO THE BANK OF NEW YORK MELLON (formerly The Bank of New York) AND Philip L. Watson As Trustees under Mortgage and Deed of Trust, dated as of October 1,... (Filed With SEC on February 12, 2015)

[Remainder of page Intentionally Blank] (Filed With SEC on December 24, 2014)

AMENDMENT TO THE PURCHASE AND SALE AGREEMENT (Filed With SEC on November 24, 2014)

NORTHWESTERN CORPORATION TO THE BANK OF NEW YORK MELLON (formerly The Bank of New York) AND PHILIP L. WATSON As Trustees under Mortgage and Deed of Trust, dated as of October 1,... (Filed With SEC on November 14, 2014)

$450,000,000 NorthWestern Corporation 4.176% First Mortgage Bonds due 2044 UNDERWRITING AGREEMENT (Filed With SEC on November 12, 2014)

6,766,990 Shares NorthWestern Corporation Common Stock, $0.01 Par Value UNDERWRITING AGREEMENT (Filed With SEC on November 10, 2014)

NORTHWESTERN ENERGY 2014 ANNUAL INCENTIVE PLAN (Filed With SEC on April 24, 2014)

NorthWestern Corporation $50,000,000 First Mortgage Bonds, 4.85% Series, due December 19, 2043 ______________ Bond Purchase Agreement ______________ Dated as of December 19, 2013 (Filed With SEC on December 23, 2013)

NORTHWESTERN CORPORATION TO THE BANK OF NEW YORK MELLON (formerly The Bank of New York) AND Philip L. Watson As Trustees under Mortgage and Deed of Trust, dated as of October 1,... (Filed With SEC on December 23, 2013)

ARTICLE I. DESCRIPTION OF FIRST MORTGAGE BONDS, 4.85% SERIES DUE 2043 (Filed With SEC on December 23, 2013)

NorthWestern Corporation $35,000,000 First Mortgage Bonds, 3.99% Series, due December 19, 2028 $15,000,000 First Mortgage Bonds, 4.85% Series, due December 19, 2043... (Filed With SEC on December 23, 2013)

SENIOR BRIDGE CREDIT AGREEMENT among NORTHWESTERN CORPORATION, as Borrower, The Several Lenders from Time to Time Parties Hereto, CREDIT SUISSE SECURITIES (USA) LLC and MERRILL... (Filed With SEC on November 18, 2013)

$300,000,000 SECOND AMENDED AND RESTATED CREDIT AGREEMENT among NORTHWESTERN CORPORATION, as Borrower, The Several Lenders from Time to Time Parties Hereto, MERRILL LYNCH, PIERCE,... (Filed With SEC on November 8, 2013)

PURCHASE AND SALE AGREEMENTby and betweenPPL Montana, LLCandNorthWestern CorporationDated as of September 26, 2013 TABLE OF CONTENTS (Filed With SEC on September 27, 2013)

NORTHWESTERN CORPORATION TO THE BANK OF NEW YORK MELLON (formerly The Bank of New York) AND Philip L. Watson As Trustees under Mortgage and Deed of Trust, dated as of October 1,... (Filed With SEC on August 14, 2012)

NORTHWESTERN CORPORATION $100,000,000 Shares of Common Stock (par value $0.01 per share) EQUITY DISTRIBUTION AGREEMENT (Filed With SEC on April 25, 2012)

COMMERCIAL PAPER DEALER AGREEMENT 4(2) PROGRAM between NORTHWESTERN CORPORATION D/B/A NORTHWESTERN ENERGY, as Issuer and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as... (Filed With SEC on February 14, 2011)

ARTICLE I. DESCRIPTION OF FIRST MORTGAGE BONDS, 5.01% SERIES DUE 2025 (Filed With SEC on July 29, 2010)

NORTHWESTERN CORPORATION TO THE BANK OF NEW YORK MELLON (formerly The Bank of New York) AND MING RYAN As Trustees under Mortgage and Deed of Trust, dated as of October 1, 1945,... (Filed With SEC on July 29, 2010)

NORTHWESTERN CORPORATION 2005 DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS _______________________________ Effective February 1, 2005 _______________________________ As... (Filed With SEC on July 29, 2010)

NORTHWESTERN CORPORATION 2009 OFFICERS DEFERRED COMPENSATION PLAN Effective June 1, 2009 As Amended April 21, 2010 (Filed With SEC on July 29, 2010)

NorthWestern Corporation $64,000,000 First Mortgage Bonds, 5.01% Series due May 1, 2025 ______________ Bond Purchase Agreement ______________ Dated April 26, 2010 (Filed With SEC on April 30, 2010)

NorthWestern Corporation $161,000,000 First Mortgage Bonds, 5.01% Series due May 1, 2025 ______________ Bond Purchase Agreement ______________ Dated April 26, 2010 (Filed With SEC on April 30, 2010)

NorthWesternCorporation $55,000,000 FirstMortgage Bonds, 5.71% Series due October 15, 2039 ______________ BondPurchase Agreement ______________ DatedSeptember30, 2009 (Filed With SEC on February 12, 2010)

Waiverand Release Agreement (Filed With SEC on January 8, 2010)

ConsultingAgreement (Filed With SEC on January 8, 2010)

NORTHWESTERNCORPORATION TO THE BANKOF NEW YORK MELLON (formerlyThe Bank of New York) AND MINGRYAN AsTrustees under Mortgage and Deed ofTrust, dated as of October1, 1945, with... (Filed With SEC on October 29, 2009)

AGREEMENT AND PLAN OF MERGER among BABCOCK & BROWN INFRASTRUCTURE LIMITED, BBI US HOLDINGS PTY LTD., BBI US HOLDINGS II CORP., BBI GLACIER CORP. and NORTHWESTERN CORPORATION Dated... (Filed With SEC on May 1, 2006)

AGREEMENT AND PLAN OF MERGER among BABCOCK & BROWN INFRASTRUCTURE LIMITED, BBI US HOLDINGS PTY LTD., BBI US HOLDINGS II CORP., BBI GLACIER CORP. and NORTHWESTERN CORPORATION Dated... (Filed With SEC on April 26, 2006)

AMENDMENT NO. 1 TO RIGHTS AGREEMENT (Filed With SEC on April 26, 2006)

NORTHWESTERN CORPORATION and LaSalle Bank National Association, as RightsAgent RIGHTS AGREEMENT Dated as of December 5, 2005 (Filed With SEC on December 7, 2005)

WAIVER AND RELEASE (Filed With SEC on November 9, 2005)

SEPARATION AND CONSULTING AGREEMENT (Filed With SEC on August 2, 2005)

IN THE UNITED STATES BANKRUPTCYCOURT FOR THE DISTRICT OF DELAWARE (Filed With SEC on May 10, 2005)

CONFIDENTIALSETTLEMENT AGREEMENT AND MUTUAL RELEASE (Filed With SEC on May 10, 2005)

NORTHWESTERNCORPORATION Incentive Compensation andSeverance Plan and Summary Plan Description (Filed With SEC on March 14, 2005)

`NORTHWESTERN CORPORATION 2005 DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS Effective February 1, 2005 (Filed With SEC on March 14, 2005)

$225,000,000 NorthWesternCorporation 5.875%Senior Secured Notes due 2014 REGISTRATIONRIGHTS AGREEMENT (Filed With SEC on November 5, 2004)

NORTHWESTERN CORPORATION TO THE BANK OF NEW YORK AND MARYBETH LEWICKI As Trustees under Mortgage and Deed of Trust, dated as of October 1, 1945, with NorthWestern Corporation... (Filed With SEC on November 5, 2004)

NORTHWESTERN CORPORATION TO JPMORGAN CHASE BANK as Trustee SUPPLEMENTAL INDENTURE Providing, among other things, for First Mortgage Bonds, Collateral (2004) Series A,due 2009... (Filed With SEC on November 5, 2004)

NORTHWESTERN CORPORATION TO U.S. Bank NationalAssociation, Trustee Supplemental Indenture No. 1 dated as of November 1, 2004 Supplemental to the Indenture dated as of November 1,... (Filed With SEC on November 5, 2004)

NORTHWESTERNCORPORATION TO U.S.BANK NATIONAL ASSOCIATION (Filed With SEC on November 5, 2004)

AMENDMENT NO. 2 TO CREDIT AGREEMENT (Filed With SEC on August 14, 2002)

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NorthWestern Corporation Contracts & Agreements