0001047469-05-007069 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 18th, 2005 • Northwestern Corp • Electric & other services combined • New York

This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of November 1, 2004 by and among NORTHWESTERN CORPORATION, a Delaware corporation (the "Company"), and each of the persons identified on Exhibit A hereto (such identified persons, and any other person who acquires Registrable Securities (defined below) and becomes a party to this Agreement in accordance with Section 3.1, being referred to as the "Securityholders"). Capitalized terms used herein and not otherwise defined have the respective meanings given them in Article 1.

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