ex4-1_28thsupplindent.htm


     

     

     

    
 

    


    
      


       

      
        
          

        



       

      


    

    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, with NorthWestern Corporation

     

    TWENTY-EIGHTH
SUPPLEMENTAL INDENTURE

     

    Providing,
among other things, for First Mortgage Bonds, 5.71% Series due 2039

     

    


     

    Dated as
of October 1, 2009

     

    
      


       

      
        
          

        



       

      


    


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    TWENTY-EIGHTH
SUPPLEMENTAL INDENTURE

     

    THIS
TWENTY-EIGHTH SUPPLEMENTAL INDENTURE, dated as of October 1, 2009,
between NORTHWESTERN CORPORATION, a corporation duly incorporated and existing
under the laws of the State of Delaware (hereinafter called the “Company”), having its
principal office at 3010 West 69th Street, Sioux Falls, South Dakota, 57108, and
THE BANK OF NEW YORK MELLON (formerly The Bank of New York) (hereinafter called
the “Corporate
Trustee”), a corporation of the State of New York, whose principal
corporate trust office is located at 101 Barclay Street, New York, New York,
10286 (successor to MORGAN GUARANTY TRUST COMPANY OF NEW YORK (formerly Guaranty
Trust Company of New York)), and MING RYAN, whose post office address is c/o The
Bank of New York Mellon, 101 Barclay Street, New York, New York, 10286
(successor to Arthur E. Burke, Karl R. Henrich, H.H. Gould, R. Amundsen, P.J.
Crowley, W.T. Cunningham, Douglas J. MacInnes and MaryBeth Lewicki) (said Ming
Ryan being hereinafter sometimes called the “Co-Trustee”, and the
Corporate Trustee and the Co-Trustee being hereinafter together sometimes called
the “Trustees”), as
Trustees under the Mortgage and Deed of Trust, dated as of October 1, 1945
(hereinafter called the “Mortgage” and,
together with any indentures supplemental thereto, the “Indenture”), which
Mortgage was executed and delivered by The Montana Power Company, a corporation
of the State of New Jersey (hereinafter called the “Company-New Jersey”),
as indirect predecessor under the Mortgage to the Company (the Company being
successor under the Mortgage to NorthWestern Energy, L.L.C. (hereinafter called
“NorthWestern
Energy”), formerly known as The Montana Power, L.L.C., a limited
liability company of the State of Montana, and NorthWestern Energy being the
successor under the Mortgage to The Montana Power Company, a corporation of the
State of Montana (hereinafter called the “Company-Montana”)),
to Guaranty Trust Company of New York and Arthur E. Burke, as Trustees, to
secure the payment of bonds issued or to be issued under and in accordance with
the provisions of the Mortgage, reference to which Mortgage is hereby made, this
instrument (hereinafter called the “Twenty-eighth Supplemental
Indenture”) being supplemental thereto;

     

    WHEREAS,
by the Mortgage, the Company-New Jersey covenanted that it would execute and
deliver such supplemental indenture or indentures and such further instruments
and do such further acts as might be necessary or proper to carry out more
effectually the purposes of the Indenture and to make subject to the lien of the
Indenture any property thereafter acquired, made or constructed and intended to
be subject to the lien thereof; and

     

    WHEREAS,
the Company-New Jersey executed and delivered to the Trustees its First
Supplemental Indenture, dated as of May 1, 1954 (hereinafter called the “First Supplemental
Indenture”), and its Second Supplemental Indenture, dated as of April 1,
1959 (hereinafter called the “Second Supplemental
Indenture”); and

     

    WHEREAS,
the Company-New Jersey was merged into the Company-Montana on November 30, 1961,
and to evidence the succession of the Company-Montana to the Company-New Jersey
for purposes of the bonds and the Indenture and the assumption by the
Company-Montana of the covenants and conditions of the Company-New Jersey in the
bonds and in the Indenture contained and to enable the Company-Montana to have
and exercise the powers and rights of the Company-New Jersey under the Indenture
in accordance with the terms thereof, the Company-Montana executed and delivered
to the Trustees its Third Supplemental Indenture, dated as of November 30, 1961
(hereinafter called the “Third Supplemental
Indenture”); and

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    WHEREAS,
the Company-Montana executed and delivered to the Trustees its Fourth
Supplemental Indenture, dated as of April 1, 1970 (hereinafter called the “Fourth Supplemental
Indenture”); its Fifth Supplemental Indenture, dated as of April 1, 1971
(hereinafter called the “Fifth Supplemental
Indenture”); its Sixth Supplemental Indenture, dated as of March 1, 1974
(hereinafter called the “Sixth Supplemental
Indenture”); its Seventh Supplemental Indenture, dated as of December 1,
1974 (hereinafter called the “Seventh Supplemental
Indenture”); its Eighth Supplemental Indenture, dated as of July 1, 1975
(hereinafter called the “Eighth Supplemental
Indenture”); its Ninth Supplemental Indenture, dated as of December 1,
1975 (hereinafter called the “Ninth Supplemental
Indenture”); its Tenth Supplemental Indenture, dated as of January 1,
1979 (hereinafter called the “Tenth Supplemental
Indenture”); its Eleventh Supplemental Indenture, dated as of October 1,
1983 (hereinafter called the “Eleventh Supplemental
Indenture”); its Twelfth Supplemental Indenture, dated as of January 1,
1984 (hereinafter called the “Twelfth Supplemental
Indenture”); its Thirteenth Supplemental Indenture, dated as of December
1, 1991 (hereinafter called the “Thirteenth Supplemental
Indenture”); its Fourteenth Supplemental Indenture, dated as of January
1, 1993 (hereinafter called the “Fourteenth Supplemental
Indenture”); its Fifteenth Supplemental Indenture, dated as of March 1,
1993 (hereinafter called the “Fifteenth Supplemental
Indenture”); its Sixteenth Supplemental Indenture, dated as of May 1,
1993 (hereinafter called the “Sixteenth Supplemental
Indenture”); its Seventeenth Supplemental Indenture, dated as of December
1, 1993 (hereinafter called the “Seventeenth Supplemental
Indenture”); its Eighteenth Supplemental Indenture, dated as of August 5,
1994 (hereinafter called the “Eighteenth Supplemental
Indenture”); its Nineteenth Supplemental Indenture, dated as of December
16, 1999 (hereinafter called the “Nineteenth Supplemental
Indenture”); and its Twentieth Supplemental Indenture, dated as of
November 1, 2001 (hereinafter called the “Twentieth Supplemental
Indenture”); and

     

    WHEREAS,
the Company-Montana was merged into NorthWestern Energy (under its then name,
The Montana Power, L.L.C.) on February 13, 2002; and to evidence the succession
of NorthWestern Energy (under its then name, The Montana Power, L.L.C.) to the
Company-Montana for purposes of the bonds and the Indenture and the assumption
by NorthWestern Energy (under its then name, The Montana Power, L.L.C.) of the
covenants and conditions of the Company-Montana in the bonds and in the
Indenture contained and to enable NorthWestern Energy (under its then name, The
Montana Power, L.L.C.) to have and exercise the powers and rights of the
Company-Montana under the Indenture in accordance with the terms thereof,
NorthWestern Energy (under its then name, The Montana Power, L.L.C.) executed
and delivered to the Trustees its Twenty-first Supplemental Indenture, dated as
of February 13, 2002 (hereinafter called the “Twenty-first Supplemental
Indenture”); and

     

    WHEREAS,
NorthWestern Energy changed its name from The Montana Power, L.L.C. to
NorthWestern Energy, L.L.C. on March 19, 2002; and

     

    WHEREAS,
NorthWestern Energy transferred, subject to the Lien of the Indenture,
substantially all of the Mortgaged and Pledged Property as an entirety to the
Company on November 20, 2002 (the “Transfer Date”), and
to evidence the succession of the Company to NorthWestern Energy for purposes of
the bonds and the Indenture and the assumption by the Company of the covenants
and conditions of NorthWestern Energy in the bonds and in the Indenture
contained and to enable the Company to have and exercise the powers and rights
of NorthWestern Energy under the Indenture in accordance with the terms thereof,
the Company executed and delivered to the Trustees its Twenty-second
Supplemental Indenture, dated as of November 15, 2002 (hereinafter called
the “Twenty-second
Supplemental Indenture”); and

    
       

       

      
        
          2

        

        
          
          

          
            

          

        

        
          
          

        

         

      

    

    WHEREAS,
the Company executed and delivered to the Trustees its Twenty-third Supplemental
Indenture, dated as of February 1, 2003 (hereinafter called the “Twenty-third Supplemental
Indenture”); its Twenty-fourth Supplemental Indenture, dated as of
November 1, 2004 (hereinafter called the “Twenty-fourth Supplemental
Indenture”); its Twenty-fifth Supplemental Indenture, dated as of April
1, 2006 (hereinafter called the “Twenty-fifth Supplemental
Indenture”); its Twenty-sixth Supplemental Indenture, dated as of
September 1, 2006 (hereinafter called the “Twenty-sixth Supplemental
Indenture”) and its Twenty-seventh Supplemental Indenture, dated as of
March 1, 2009 (hereinafter called the “Twenty-seventh Supplemental
Indenture”); and

     

    WHEREAS,
the Mortgage and the First, Second, Third, Fourth, Fifth, Sixth, Seventh,
Eighth, Ninth, Tenth, Eleventh, Twelfth, Thirteenth, Fourteenth, Fifteenth,
Sixteenth, Seventeenth, Eighteenth, Nineteenth, Twentieth, Twenty-first,
Twenty-second, Twenty-third, Twenty-fourth, Twenty-fifth, Twenty-sixth and
Twenty-seventh Supplemental Indentures were recorded in the official records of
various counties and states as required by the Indenture; and

     

    WHEREAS,
the Company expects to record this Twenty-eighth Supplemental Indenture in the
official records of various counties and states as required by the
Indenture;

     

    WHEREAS,
an instrument dated March 15, 1955 was executed by the Company-New Jersey
appointing Karl R. Henrich as Co-Trustee in succession to said Arthur E. Burke,
resigned, under the Mortgage and by Karl R. Henrich accepting the appointment as
Co-Trustee under the Mortgage in succession to said Arthur E. Burke, which
instrument was recorded in various counties in the states of Montana, Idaho and
Wyoming; and

     

    WHEREAS,
an instrument dated June 29, 1962 was executed by the Company-Montana appointing
H.H. Gould as Co-Trustee in succession to said Karl R. Henrich, resigned, under
the Mortgage and by H.H. Gould accepting the appointment as Co-Trustee under the
Mortgage in succession to said Karl R. Henrich, which instrument was recorded in
various counties in the states of Montana, Idaho and Wyoming; and

     

    WHEREAS,
an instrument dated June 22, 1973 was executed by the Company-Montana appointing
R. Amundsen as Co-Trustee in succession to said H.H. Gould, resigned, under the
Mortgage and by R. Amundsen accepting the appointment as Co-Trustee under the
Mortgage in succession to said H.H. Gould, which instrument was recorded in
various counties in the states of Montana, Idaho and Wyoming; and

     

    WHEREAS,
an instrument dated July 1, 1986 was executed by the Company-Montana appointing
P.J. Crowley as Co-Trustee in succession to said R. Amundsen, resigned, under
the Mortgage and by P.J Crowley accepting the appointment as Co-Trustee under
the Mortgage in succession to said R. Amundsen, which instrument was recorded in
various counties in the states of Montana, Idaho and Wyoming; and

    
       

       

      
        
          3

        

        
          
          

          
            

          

        

        
          
          

        

         

      

    

    WHEREAS,
by the Eighteenth Supplemental Indenture, the Company-Montana appointed
(i) W.T. Cunningham as Co-Trustee in succession to said P.J. Crowley,
resigned, under the Mortgage and W.T. Cunningham accepted the appointment as
Co-Trustee under the Mortgage in succession to said P.J. Crowley, and
(ii) The Bank of New York Mellon as Corporate Trustee in succession to
Morgan Guaranty Trust Company of New York, resigned, under the Mortgage and The
Bank of New York Mellon accepted the appointment as Corporate Trustee under the
Mortgage in succession to said Morgan Guaranty Trust Company of New York, which
supplemental indenture was recorded in various counties in the states of
Montana, Idaho and Wyoming; and

     

    WHEREAS,
an instrument dated March 29, 1999 was executed by the Company-Montana
appointing Douglas J. MacInnes as Co-Trustee in succession to said W.T.
Cunningham, resigned, under the Mortgage and by Douglas J. MacInnes accepting
the appointment as Co-Trustee under the Mortgage in succession to said W.T.
Cunningham, which instrument was recorded in various counties in the states of
Montana, Idaho and Wyoming; and

     

    WHEREAS,
by the Twenty-third Supplemental Indenture, the Company appointed MaryBeth
Lewicki as Co-Trustee in succession to said Douglas J. MacInnes, removed, under
the Mortgage and MaryBeth Lewicki accepted the appointment as Co-Trustee under
the Mortgage in succession to said Douglas J. MacInnes; and

     

    WHEREAS,
by the Twenty-fifth Supplemental Indenture, the Company appointed Ming Ryan as
Co-Trustee in succession to said MaryBeth Lewicki, removed, under the Mortgage
and Ming Ryan accepted the appointment as Co-Trustee under the Mortgage in
succession to said Mary Beth Lewicki; and

     

    WHEREAS,
the Company-New Jersey, the Company-Montana or the Company has heretofore
issued, in accordance with the provisions of the Mortgage, the following series
of First Mortgage Bonds:

     

    
      	
              Series

            	
              Principal

              Amount

              Issued

            	
              Principal
      Amount

              Outstanding

            
	
              2-7/8%
      Series due
      1975                                                                       

            	
              $40,000,000

            	
              NONE

            
	
              3-1/8%
      Series due
      1984                                                                       

            	
                 
      6,000,000

            	
              NONE

            
	
              4-1/2%
      Series due
      1989                                                                       

            	
                15,000,000

            	
              NONE

            
	
              8-1/4%
      Series due
      1974                                                                       

            	
               
      30,000,000

            	
              NONE

            
	
              7-1/2%
      Series due
      2001                                                                       

            	
               
      25,000,000

            	
              NONE

            
	
              8-5/8%
      Series due
      2004                                                                       

            	
               
      60,000,000

            	
              NONE

            
	
              8-3/4%
      Series due
      1981                                                                       

            	
               
      30,000,000

            	
              NONE

            
	
              9.60%
      Series due
      2005                                                                       

            	
               
      35,000,000

            	
              NONE

            
	
              9.70%
      Series due
      2005                                                                       

            	
               
      65,000,000

            	
              NONE

            
	
              9-7/8%
      Series due
      2009                                                                       

            	
               
      50,000,000

            	
              NONE

            


      
         

         

        
          
            4

          

          
            
            

            
              

            

          

          
            
            

          

           

        

      

      	
              11-3/4%
      Series due
      1993                                                                       

            	
                75,000,000

            	
              NONE

            
	
              10/10-1/8%
      Series due
      2004/2014                                                                       

            	
                80,000,000

            	
              NONE

            
	
              8-1/8%
      Series due
      2014                                                                       

            	
               
      41,200,000

            	
              NONE

            
	
              7.70%
      Series due
      1999                                                                       

            	
               
      55,000,000

            	
              NONE

            
	
              8-1/4%
      Series due
      2007                                                                       

            	
               
      55,000,000

            	
              NONE

            
	
              8.95%
      Series
      2022                                                                       

            	
               
      50,000,000

            	
              NONE

            
	
              Secured
      Medium-Term
      Notes                                                                       

            	
               
      68,000,000

            	
              NONE

            
	
              7%
      Series due
      2005                                                                       

            	
               
      50,000,000

            	
              NONE

            
	
              6-1/8%
      Series due
      2023                                                                       

            	
               
      90,205,000

            	
              NONE

            
	
              5.90%
      Series due
      2023                                                                       

            	
               
      80,000,000

            	
              NONE

            
	
              0%
      Series due
      1999                                                                       

            	
              210,321,007

            	
              NONE

            
	
              7.30%
      Series due
      2006                                                                       

            	
              150,000,000

            	
              NONE

            
	
              Collateral
      (2002) Series due
      2006                                                                       

            	
              280,000,000

            	
              NONE

            
	
              Collateral
      (2004) Series A due
      2009                                                                       

            	
               
      90,000,000

            	
              NONE

            
	
              Collateral
      (2004) Series B due
      2011                                                                       

            	
               
      72,000,000

            	
              NONE

            
	
              Collateral
      (2004) Series C due 2014 (Twenty-sixth)

            	
              161,000,000

            	
              161,000,000

            
	
              4.65%
      Series due 2023 (Twenty-seventh)..........

            	
              170,205,000

            	
              170,205,000

            
	
              6.04%
      Series due 2016 (Twenty-eighth)............

            	
              150,000,000

            	
              150,000,000

            
	
              6.34%
      Series due 2019 (Twenty-ninth) .............

            	
              250,000,000

            	
              250,000,000

            


    

     

    which
bonds are also hereinafter sometimes called “Bonds of the First through
Twenty-ninth Series”, respectively; and

     

    WHEREAS,
Section 8 of the Mortgage provides that the form of each series of bonds
(other than the First Series) issued thereunder and of the coupons to be
attached to coupon bonds of such series shall be established by Resolution of
the Board of Directors of the Company and that the form of such series, as
established by said Board of Directors, shall specify the descriptive title of
the bonds and various other terms thereof, and may also contain such provisions
not inconsistent with the provisions of the Indenture as the Board of Directors
may, in its discretion, cause to be inserted therein expressing or referring to
the terms and conditions upon which such bonds are to be issued and/or secured
under the Indenture; and

     

    WHEREAS,
Section 120 of the Mortgage provides, among other things, that any power,
privilege or right expressly or impliedly reserved to or in any way conferred
upon the Company by any provision of the Indenture, whether such power,
privilege or right is in any way restricted or is unrestricted, may be in whole
or in part waived or surrendered or subjected to any restriction if at the time
unrestricted or to additional restriction if already restricted, and the Company
may enter into any further covenants, limitations or restrictions for the
benefit of any one or more series of bonds issued thereunder, or the Company may
cure any ambiguity contained therein or in any supplemental indenture or may (in
lieu of establishment by Resolution as provided in Section 8 of the
Mortgage) establish the terms and provisions of any series of bonds other than
the First Series, by an instrument in writing executed and acknowledged by the
Company in such manner as would be necessary to entitle a conveyance of real
estate to record in all of the states in which any property at the time subject
to the lien of the Indenture shall be situated; and

    
       

       

      
        
          5

        

        
          
          

          
            

          

        

        
          
          

        

         

      

    

    WHEREAS,
the Company now desires to create a new series of bonds (the “Bonds of the
Thirtieth Series”) and (pursuant to the provisions of Section 120 of the
Mortgage) to add to its covenants and agreements contained in the Mortgage
certain other covenants and agreements to be observed by it and to alter and
amend in certain respects the covenants and provisions contained in the
Indenture; and

     

    WHEREAS,
the execution and delivery by the Company of this Twenty-eighth Supplemental
Indenture, and the terms of the Bonds of the Thirtieth Series, hereinafter
referred to, have been duly authorized by the Board of Directors of the Company
by appropriate Resolutions of said Board of Directors.

     

    NOW,
THEREFORE, THIS INDENTURE WITNESSETH:

     

    That the
Company, in consideration of the premises and of $1.00 to it duly paid by the
Trustees at or before the ensealing and delivery of these presents, the receipt
whereof is hereby acknowledged, and in further evidence of assurance of the
estate, title and rights of the Trustees and in order further to secure the
payment of both the principal of and interest and premium, if any, on the bonds
from time to time issued under the Indenture, according to their tenor and
effect and the performance of all the provisions of the Indenture (including any
modification made as in the Mortgage provided) and of said bonds, and to confirm
the lien of the Mortgage, as heretofore supplemented, on certain after-acquired
property, hereby grants, bargains, sells, releases, conveys, assigns, transfers,
mortgages, pledges, sets over and confirms (subject, however, to Excepted
Encumbrances as defined in Section 6 of the Mortgage, as heretofore
supplemented) unto Ming Ryan, Co-Trustee, and (to the extent of its legal
capacity to hold the same for the purposes hereof) to The Bank of New York
Mellon, the Corporate Trustee, as Trustees under the Indenture, and to their
successor or successors in said trust, and to said Trustees and their successors
and assigns forever, all property, real, personal and mixed, of the kind or
nature specifically mentioned in the Mortgage, as heretofore supplemented, or of
any other kind or nature (whether or not located in the State of Montana),
acquired by the Company after the date of the execution and delivery of the
Mortgage, as heretofore supplemented (except any herein or in the Mortgage, as
heretofore supplemented, expressly excepted), now owned or, subject to the
provisions of subsection (I) of Section 87 of the Mortgage, as
heretofore supplemented, hereafter acquired by the Company (by purchase,
consolidation, merger, donation, construction, erection or in any other way) and
wheresoever situated, including (without in anywise limiting or impairing by the
enumeration of the same the scope and intent of the foregoing, or of any general
description contained in the Indenture) all lands, power sites, flowage rights,
water rights, water locations, water appropriations, ditches, flumes,
reservoirs, reservoir sites, canals, raceways, dams, dam sites, aqueducts and
all other rights or means for appropriating, conveying, storing and supplying
water; all rights of way and roads; all plants for the generation of electricity
by steam, water and/or other power; all powerhouses, gas plants, street lighting
systems, standards and other equipment incidental thereto, telephone, radio and
television systems, air-conditioning systems and equipment incidental thereto,
water works, water systems, steam heat and hot water plants, substations, lines,
service and supply systems, bridges, culverts, tracks, ice or refrigeration
plants and equipment, offices, buildings and other structures and the equipment
thereof, all machinery, engines, boilers, dynamos, electric, gas and other
machines, regulators, meters, transformers, generators, motors, electrical, gas
and mechanical appliances, conduits, cables, water, steam heat, gas or other
pipes, gas mains and pipes, service pipes, fittings, valves and connections,
pole and transmission lines, wires, cables, tools, implements, apparatus,
furniture and chattels; all franchises, consents or permits, all lines for the
transmission and distribution of electric current, gas, steam heat or water for
any purpose including towers, poles, wires, cables, pipes, conduits, ducts and
all apparatus for use in connection therewith; all real estate, lands,
easements, servitudes, licenses, permits, franchises, privileges, rights of way
and other rights in or relating to real estate or the occupancy of the same and
(except as herein or in the Mortgage, as heretofore supplemented, expressly
excepted) all the right, title and interest of the Company in and to all other
property of any kind or nature appertaining to and/or used and/or occupied
and/or enjoyed in connection with any property hereinbefore or in the Mortgage,
as heretofore supplemented, described.

    
       

       

      
        
          6

        

        
          
          

          
            

          

        

        
          
          

        

         

      

    

    TOGETHER
with all and singular the tenements, hereditaments, prescriptions, servitudes
and appurtenances belonging or in anywise appertaining to the aforesaid property
or any part thereof, with the reversion and reversions, remainder and remainders
and (subject to the provisions of Section 57 of the Mortgage) the tolls,
rents, revenues, issues, earnings, income, product and profits thereof, and all
the estate, right, title and interest and claim whatsoever, at law as well as in
equity, which the Company now has or may hereafter acquire in and to the
aforesaid property and franchises and every part and parcel
thereof.

     

    IT IS
HEREBY AGREED by the Company that, subject to the provisions of
subsection (I) of Section 87 of the Mortgage, as heretofore
supplemented, all the property, rights and franchises acquired by the Company
(by purchase, consolidation, merger, donation, construction, erection or in any
other way) after the date hereof, except any herein or in the Mortgage, as
heretofore supplemented, expressly excepted, shall be and are as fully granted
and conveyed hereby and as fully embraced within the lien hereof and the lien of
the Mortgage, as heretofore supplemented, as if such property, rights and
franchises were now owned by the Company and were specifically described herein
and conveyed hereby.

     

    PROVIDED
that the following are not and are not intended to be now or hereafter granted,
bargained, sold, released, conveyed, assigned, transferred, mortgaged,
hypothecated, affected, pledged, set over or confirmed hereunder and are hereby
expressly excepted from the lien and operation of the Mortgage, as supplemented,
viz:  (1) cash, shares of stock, bonds, notes and other
obligations and other securities not specifically pledged, paid, deposited,
delivered or held under the Mortgage, as supplemented, or covenanted so to be;
(2) merchandise, equipment, apparatus, materials or supplies held for the
purpose of sale or other disposition in the usual course of business; fuel, oil
and similar materials and supplies consumable in the operation of any of the
properties of the Company; all aircraft, tractors, rolling stock, trolley
coaches, buses, motor coaches, automobiles, motor trucks, and other vehicles and
materials and supplies held for the purpose of repairing or replacing (in whole
or part) any of the same; (3) bills, notes and accounts receivable,
judgments, demands and choses in action, and all contracts, leases and operating
agreements not specifically pledged under the Mortgage, as supplemented, or
covenanted so to be; the Company’s contractual rights or other interest in or
with respect to tires not owned by the Company; (4) the last day of the
term of any lease or leasehold which may be or become subject to the lien of the
Mortgage, as supplemented; (5) electric energy, gas, steam, water, ice, and
other materials or products generated, manufactured, produced, purchased or
acquired by the Company for sale, distribution or use in the ordinary course of
its business; all timber, minerals, mineral rights and royalties and all Gas and
Oil Production Property, as defined in Section 4 of the Mortgage, as
supplemented; (6) the Company’s franchise to be a corporation; and
(7) any property heretofore released pursuant to any provisions of the
Indenture and not heretofore disposed of by the Company-New Jersey, the
Company-Montana, NorthWestern Energy or the Company; provided, however, that the
property and rights expressly excepted from the lien and operation of the
Mortgage, as supplemented, in the above subdivisions (2) and
(3) shall (to the extent permitted by law) cease to be so excepted in the
event and as of the date that either or both of the Trustees or a receiver or
trustee shall enter upon and take possession of the Mortgaged and Pledged
Property in the manner provided in Article XIII of the Mortgage by reason of the
occurrence of a Default as defined in Section 65 thereof.

    
       

       

      
        
          7

        

        
          
          

          
            

          

        

        
          
          

        

         

      

    

    TO HAVE
AND TO HOLD all such properties, real, personal and mixed, granted, bargained,
sold, released, conveyed, assigned, transferred, mortgaged, pledged, set over or
confirmed by the Company as aforesaid, or intended so to be, unto the Co-Trustee
and (to the extent of its legal capacity to hold the same for the purposes
hereto) unto the Corporate Trustee, as Trustees, and their successors and
assigns forever.

     

    IN TRUST
NEVERTHELESS, for the same purposes and upon the same terms, trusts and
conditions and subject to and with the same provisos and covenants as are set
forth in the Mortgage, as supplemented, this Twenty-eighth Supplemental
Indenture being supplemental thereto.

     

    AND IT IS
HEREBY COVENANTED by the Company that all the terms, conditions, provisos,
covenants and provisions contained in the Mortgage, as
supplemented, shall affect and apply to the property hereinbefore described and
conveyed and to the estate, rights, obligations and duties of the Company and
the Trustees and the beneficiaries of the trust with respect to said property,
and to the Trustees and their successors as Trustees of said property in the
same manner and with the same effect as if the said property had been owned by
the Company-New Jersey at the time of the execution of the Mortgage, and had
been specifically and at length described in and conveyed to the Trustees, by
the Mortgage as a part of the property therein stated to be
conveyed.

     

    SUBJECT
NEVERTHELESS, to the limitation permitted by subsection (I) of
Section 87 of the Mortgage, as supplemented, namely, that notwithstanding
the foregoing, the Mortgage, as supplemented, shall not become or be or be
required to become or be a lien upon any of the properties or franchises owned
by the Company on the Transfer Date or thereafter acquired by the Company (by
purchase, consolidation, merger, donation, construction, erection or in any
other way) except (a) those acquired by it from NorthWestern Energy, and
improvements, extensions and additions thereto and renewals and replacements
thereof, (b) the property made and used by the Company as the basis under
any of the provisions of the Indenture for the authentication and delivery of
additional bonds or the withdrawal of cash or the release of property or a
credit under Section 39 or Section 40 of the Indenture, and
(c) such franchises, repairs and additional property as may be acquired,
made or constructed by the Company (1) to maintain, renew and preserve the
franchises covered by the Indenture, or (2) to maintain the property
mortgaged and intended to be mortgaged under the Indenture as an operating
system or systems in good repair, working order and condition, or (3) in
rebuilding or renewal of property, subject to the Lien under the Indenture,
damaged or destroyed, or (4) in replacement of or substitution for
machinery, apparatus, equipment, frames, towers, poles, wire, pipe, tools,
implements and furniture, subject to the Lien thereunder, which shall have
become old, inadequate, obsolete, worn out, unfit, unadapted, unserviceable,
undesirable or unnecessary for use in the operation of the property mortgaged
and intended to be mortgaged thereunder.

    
       

       

      
        
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    The
Company further covenants and agrees to and with the Trustees and their
successors in said trust under the Indenture, as follows:

     

    ARTICLE
I

    Thirtieth
Series of Bonds

     

    Section
1.01.                      General Terms of Bonds to be
Issued.

     

    (a)           There
is hereby created a series of bonds designated: “5.71% Series due 2039” (herein
sometimes referred to as the Thirtieth Series; and the bonds of such Thirtieth
Series are sometimes hereinafter referred to as the “Bonds”), each of which
shall bear the descriptive title “First Mortgage Bond.” Bonds of the Thirtieth
Series shall mature on October 15, 2039 and shall be issued as fully
registered bonds in denominations of $1,000 and in integral multiples of $1,000;
they shall bear interest at the rate of 5.71% per annum, payable in arrears, the
first interest payment to be made on April 15, 2010 and shall be for the
period from the date of first authentication of the Bonds through April 14,
2010, with subsequent interest payments payable semiannually on April 15
and October 15 of each year (each such payment date, an “Interest Payment
Date”) until the principal of the Bonds is paid or made available for payment;
subject to Article V hereof, the principal of and interest on each Bond to be
payable at the office or agency of the Company in the Borough of Manhattan, The
City of New York, in such coin or currency of the United States of America as at
the time of payment is legal tender for public and private debts.  The
Bonds shall be dated as in Section 10 of the Mortgage provided.

     

    The Bonds shall be issued substantially
in the form of Exhibit
A hereto.

     

    At the option of the registered owner,
any Bonds, upon surrender thereof for cancellation at the office or agency of
the Company in the Borough of Manhattan, The City of New York, shall be
exchangeable for a like aggregate principal amount of bonds of the same series
of other authorized denominations.

     

    The Bonds shall be transferable upon
the surrender thereof for cancellation, together with a written instrument of
transfer in form approved by the Registrar, duly executed by the registered
owner or by his duly authorized attorney, at the office or agency of the Company
in the Borough of Manhattan, The City of New York.

     

    Upon any exchange or transfer of Bonds,
the Company may make a charge therefor sufficient to reimburse it for any tax or
taxes or other governmental charge, as provided in Section 12 of the Mortgage,
but the Company hereby waives any right to make a charge in addition thereto for
any exchange or transfer of Bonds.

    
       

       

      
        
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    (b)           Upon
the delivery of this Twenty-eighth Supplemental Indenture, Bonds of the
Thirtieth Series in the aggregate principal amount of $55,000,000 are to be
issued and delivered, pursuant to Article V of the Mortgage, forthwith and will
be Outstanding in addition to $161,000,000 aggregate principal amount of Bonds
of the Twenty-sixth Series Outstanding, $170,205,000 aggregate principal amount
of Bonds of the Twenty-seventh Series Outstanding, $150,000,000 aggregate
principal amount of Bonds of the Twenty-eighth Series Outstanding and
$250,000,000 aggregate principal amount of Bonds of the Twenty-ninth Series
Outstanding at the date of delivery of this Twenty-eighth Supplemental
Indenture.

     

    Section
1.02.                      Redemption.

     

    (a)           Except
upon the occurrence of a Default as in the Indenture provided, the Bonds will
not be subject to any mandatory redemption, sinking fund or other obligation of
the Company to amortize, redeem or retire the Bonds prior to maturity and, in
any case, the Bonds shall not be redeemable prior to maturity at the option of
any holder of Bonds.

     

    (b)(i)           Bonds
of the Thirtieth Series shall be redeemable, however, at the option of the
Company subject to the requirements of the Indenture in whole or in part at any
time and from time to time, prior to maturity, upon notice to the Holders of
such Bonds at his, her or its address last appearing in the Bond Register by
first class mail, mailed not less than 30 days but not more than 60 days prior
to the date on which such Bonds are fixed to be redeemed (such date fixed for
redemption, the “Redemption Date”), in cash at a redemption price (the
“Redemption Price”) equal to (i) the greater of: (A) one hundred per centum
(100%) of the principal amount of Bonds to be redeemed then Outstanding, and (B)
the Make-Whole Amount, if any, plus (ii) accrued and unpaid interest to the
Redemption Date.  In the case of each partial redemption of the Bonds
pursuant to this Section 1.02(b)(i), the principal amount of the Bonds to
be redeemed shall be allocated by the Company among all of the Bonds at the time
outstanding in proportion, as nearly as practicable, to the respective unpaid
principal amounts thereof not theretofore called for redemption.  Any
notice of intention to redeem need not specify the Redemption Price but shall be
sufficient if it sets forth in brief terms the manner in which the Redemption
Price is to be calculated.  Each such notice shall specify the
Redemption Date (which shall be a Business Day), the aggregate principal amount
of the Bonds to be redeemed on such date, the principal amount of each Bond held
by such Holder to be redeemed, and the interest to be paid on the Redemption
Date with respect to such principal amount being redeemed, and shall be
accompanied by a certificate of an officer of the Company as to the estimated
Make-Whole Amount due in connection with such redemption (calculated as if the
date of such notice were the Redemption Date), setting forth the details of such
computation.  Two Business Days prior to the Redemption Date, the
Company shall deliver to each Holder of such Bonds a certificate of an officer
specifying the calculation of such Make-Whole Amount as of the specified
Redemption Date.

     

    (ii)           The
Company shall not be required to make transfers or exchanges of Bonds for a
period of ten (10) days next preceding any Interest Payment Date, or next
preceding any designation of Bonds to be redeemed.  The Company shall
not be required to make transfers or exchanges of any Bonds designated in whole
or in part for redemption.  Unless the Company defaults in payment of
the Redemption Price, on and after the Redemption Date interest will cease to
accrue on the Bonds or portions thereof called for redemption.

    
       

       

      
        
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    (c)           For
purposes of this Section 1.02:

     

     

    The term “Make-Whole Amount” means,
with respect to any Bond, an amount equal to the excess, if any, of the
Discounted Value of the Remaining Scheduled Payments with respect to the Called
Principal of such Bond over the amount of such Called Principal; provided that the Make-Whole
Amount may in no event be less than zero.  For the purposes of
determining the Make-Whole Amount, the following terms have the following
meanings:

     

    “Called Principal” means,
with respect to any Bond, the principal of such Bond that is to be prepaid
pursuant to Section 1.02(b)(i).

     

    “Discounted Value” means,
with respect to the Called Principal of any Bond, the amount obtained by
discounting all Remaining Scheduled Payments with respect to such Called
Principal from their respective scheduled due dates to the Settlement Date with
respect to such Called Principal, in accordance with accepted financial practice
and at a discount factor (applied on the same periodic basis as that on which
interest on the Bonds is payable) equal to the Reinvestment Yield with respect
to such Called Principal.

     

    “Reinvestment Yield” means,
with respect to the Called Principal of any Bond, .50% (50 basis points) over
the yield to maturity implied by (i) the yields reported as of 10:00 a.m. (New
York City time) on the second Business Day preceding the Settlement Date with
respect to such Called Principal, on the display designated as “Page PX1” (or
such other display as may replace Page PX1) on Bloomberg Financial Markets for
the most recently issued actively traded on the run U.S. Treasury securities
having a maturity equal to the Remaining Average Life of such Called Principal
as of such Settlement Date, or (ii) if such yields are not reported as of
such time or the yields reported as of such time are not ascertainable
(including by way of interpolation), the Treasury Constant Maturity Series
Yields reported, for the latest day for which such yields have been so reported
as of the second Business Day preceding the Settlement Date with respect to such
Called Principal, in Federal Reserve Statistical Release H.15 (or any comparable
successor publication) for U.S. Treasury securities having a constant maturity
equal to the Remaining Average Life of such Called Principal as of such
Settlement Date.  In the case of each determination under
clause (i) or clause (ii), as the case may be, of the preceding
paragraph, such implied yield will be determined, if necessary, by
(a) converting U.S. Treasury bill quotations to bond-equivalent yields in
accordance with accepted financial practice and (b) interpolating linearly
between (1) the applicable U.S. Treasury security with the maturity closest
to and greater than such Remaining Average Life and (2) the applicable U.S.
Treasury security with the maturity closest to and less than such Remaining
Average Life.  The Reinvestment Yield shall be rounded to the number
of decimal places as appears in the interest rate of the applicable
Bond.

     

    “Remaining Average Life”
means, with respect to any Called Principal, the number of years (calculated to
the nearest one-twelfth year) obtained by dividing (a) such Called
Principal into (b) the sum of the products obtained by multiplying
(i) the principal component of each Remaining Scheduled Payment with
respect to such Called Principal by (ii) the number of years (calculated to
the nearest one-twelfth year) that will elapse between the Settlement Date with
respect to such Called Principal and the scheduled due date of such Remaining
Scheduled Payment.

    
       

       

      
        
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    “Remaining Scheduled
Payments” means, with respect to the Called Principal of any Bond, all
payments of such Called Principal and interest thereon that would be due after
the Settlement Date with respect to such Called Principal if no payment of such
Called Principal were made prior to its scheduled due date; provided that if such
Settlement Date is not a date on which interest payments are due to be made
under the terms of the Bonds, then the amount of the next succeeding scheduled
interest payment will be reduced by the amount of interest accrued to such
Settlement Date and required to be paid on such Settlement Date pursuant to
Section 1.02(b)(i).

     

    “Settlement Date” means, with
respect to the Called Principal of any Bond, the date on which such Called
Principal is to be prepaid pursuant to Section 1.02(b)(i).

    


    The Corporate Trustee shall be under no
duty to inquire into, may conclusively presume the correctness of, and shall be
fully protected in acting upon the calculation by the Company of any Redemption
Price of the Bonds.

     

    Section
1.03.                      Interest.

     

    The Bonds shall bear interest for each
Interest Period (as hereinafter defined) at a rate per annum of
5.71%.

     

    The period commencing on an Interest
Payment Date and ending on the day preceding the next succeeding Interest
Payment Date shall be an “Interest Period”; provided that the first
Interest Period shall begin on the date of the first authentication of the Bonds
and extend through April 14, 2010, the day preceding the first Interest
Payment Date.

     

    Interest payments for the Bonds will be
computed on the basis of a 360-day year consisting of twelve 30-day
months.  If an Interest Payment Date or Redemption Date falls on a day
that is not a Business Day, such Interest Payment Date or Redemption Date, as
the case may be, will be the immediately succeeding Business Day with the same
force and effect as if made on the original Interest Payment Date or Redemption
Date, as the case may be, and no interest shall accrue for the period from and
after such original Interest Payment Date or Redemption Date, as the case may
be. All dollar amounts resulting from such calculation will be rounded, if
necessary, to the nearest cent with one-half cent rounded upward.

     

    Interest on any Bond which is payable,
and is punctually paid or duly provided for, on any Interest Payment Date shall
be paid to the Person in whose name that Bond (or one or more Predecessor Bonds)
is registered at the close of business on the Record Date for such interest;
provided, however, that interest payable at maturity (whether the stated
maturity or maturity resulting from declaration of acceleration, call for
redemption or otherwise) shall be payable to the Person to whom the principal of
such Bond shall be payable.

    
       

       

      
        
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    ARTICLE
II

    Definitions

    Section
2.01.                      Definitions.

     

    The following terms shall have the
meanings provided herein for all purposes of this Supplemental Indenture, unless
the context clearly requires otherwise (such meanings to be equally applicable
to both the singular and plural forms of the terms defined):

     

    “Bond Purchase Agreement”
means that certain Bond Purchase Agreement dated September 30, 2009 between the
Company and the Purchasers listed in Schedule A thereto.

     

    “Business Day” means any day
other than a Saturday, a Sunday or a legal holiday or a day on which banking
institutions or trust companies are authorized or obligated by law or executive
order to close in The City of New York.

     

    “Holder” means a Person in
whose name a Bond is registered.

     

    “Person” means an individual,
partnership, corporation, limited liability company, unincorporated
organization, association, joint-stock company, trust, joint venture,
government, or any agency or political subdivision thereof or any other
entity.

     

    “Predecessor Bond” of any
particular Bond means every previous Bond evidencing all or a portion of the
same debt as that evidenced by such particular Bond; and, for the purposes of
this definition, any Bond authenticated and delivered under Section 16 of the
Indenture in exchange for or in lieu of a mutilated, destroyed, lost or stolen
Bond shall be deemed to evidence the same debt as the mutilated, destroyed, lost
or stolen Bond.

     

    “Record Date” means, with
respect to any Interest Payment Date, the April 1 or October 1
(whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date.

     

    “Registrar” means the Person
appointed by the Company to maintain the Bond register, in which register,
subject to such reasonable regulations as the Company may prescribe, the Company
shall provide for the registration of Bonds and for the exchange and transfer of
Bonds.

     

    ARTICLE
III

    Reservation
of Right to Make Amendments

     

    Section
3.01.                      The
Company reserves the right, without any consent or other action by holders of
Bonds of the Thirtieth Series, or bonds of any subsequent series, to make such
amendments to the Mortgage (as supplemented) as shall be necessary in order to
cause there to be excluded from the Mortgaged and Pledged Property and the Lien
of the Mortgage (as supplemented) at all times, including, without limitation,
in the event and following the date that either or both of the Trustees or a
receiver of trustee shall enter upon and take possession of the Mortgaged and
Pledged Property in the manner provided in Article XIII of the Mortgage (as
supplemented) by reason of the occurrence of a Default as defined in Section 65
thereof, all of the Company’s right, title and interest, whenever arising or
acquired, in, to and under all accounts (as defined in the Uniform Commercial
Code as in effect from time to time in the State of New York), all accounts
receivable, all payments for goods sold or leased or for services rendered
(whether or not they have been earned by performance), all rights in any
merchandise or goods which any of the foregoing may represent, all rights,
title, security and guaranties with respect to any or all of the foregoing, and
all proceeds (as defined in the Uniform Commercial Code as in effect from time
to time in the State of New York) of, and all collections from or with respect
to, any or all of the foregoing.

    
       

       

      
        
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    Section
3.02                      The
Company reserves the right, without any consent or other action by holders of
Bonds of the Thirtieth Series, or holders of bonds of any subsequent series, to
make the following amendments to Section 120 of the Mortgage (as supplemented):
(i) to substitute for the words “adversely affecting any bonds then Outstanding
hereunder”, which appear at the end of the last sentence of such Section, the
words “which adversely affects the interests of the Holders of any of the bonds
then Outstanding in any material respect”; and (ii) to add at the end of the
first sentence of such Section the following:

     

    ; or the
Company may correct or supplement any provision herein or in any supplemental
indenture which may be defective or inconsistent with any other provision herein
or in any supplemental indenture; or the Company may make other changes to the
provisions hereof or of any supplemental indenture or add new provisions hereto
or to any supplemental indenture or eliminate provisions here from or from any
supplemental indenture, provided that the same does not adversely affect the
interests of the Holders of any of the bonds then Outstanding in any material
respect.

     

    ARTICLE
IV

     

    Amendments
to Mortgage

     

    Section
4.01.                      So
long as any of the Bonds of the Thirtieth Series remain Outstanding, Section 7
of the Mortgage is amended by adding at the end thereof the following additional
paragraphs:

     

    If any bonds Outstanding at the date of
a Net Earning Certificate (except any for the refunding of which the bonds
applied for are to be issued) or any bonds then applied for in pending
applications (including the application in connection with which such Net
Earning Certificate is made) bear or are to bear interest at a variable rate or
variable rates such that the interest requirements with respect to such bonds
for any twelve (12) month period prior to the stated maturity date of such bonds
are not determinable at the date of such Net Earning Certificate (any such bonds
being referred to as “Variable Rate
Bonds”), then (in lieu of setting forth the Annual Interest Requirements
(as otherwise prescribed by this Section 7), such Net Earning Certificate shall
(A) set forth (i) the sum of the amounts required by clauses (i) through (iv) of
paragraph (B) of this Section 7 (in the case of such clauses (i) and (ii),
excluding the interest requirements in respect of the Variable Rate


    
      
        
           

           

          
            
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    Bonds)
(the sum of such amounts being referred to herein and to be referred to in such
Net Earning Certificate as the “Fixed Rate Interest
Amount”), and (ii) the amount (referred to herein and to be referred
to in such Net Earning Certificate as the “Maximum Permitted Variable
Rate Interest Amount”) by which (x) one-half of the Adjusted Net Earnings
of the Company set forth in such Net Earning Certificate, exceeds (y) the Fixed
Rate Interest Amount set forth in such Net Earning Certificate, and (ii) if such
Net Earning Certificate is accompanied by a certificate of an independent (as
hereinafter defined) investment banking firm, signed by a managing director or
officer thereof, to the effect that, based upon historical fluctuations in the
indices upon which the variable rate or variable rates home by the Variable Rate
Bonds are based, and taking into account the margins to be added to or
subtracted from such indices and/or any other adjustments to be made in
determining such variable rate or variable rates and prevailing and projected
conditions in the markets influencing such indices, such independent (as
hereinafter defined) investment banking firm believes (or is of the view), as of
the date of such certificate, that the aggregate amount of interest to be
payable on all of the Variable Rate Bonds during any period of twelve (12)
months prior to the stated maturity date last to occur of any of the Variable
Rate Bonds will not exceed the Maximum Permitted Variable Rate Interest Amount
(as calculated by the Company in such Net Earning Certificate without any
responsibility on the part of such independent (as hereinafter defined)
investment banking firm for the calculation thereof), such Net Earning
Certificate shall be deemed for all purposes of the Mortgage (including, without
limitation, Sections 26, 28 and 29 of the Mortgage) to show Adjusted Net
Earnings of the Company to be as required by Section 27 of the Mortgage. As used
in this Section 7, “independent” means, with respect to an investment banking
firm that provides a certificate pursuant to this Section 7, that: (i) such
investment banking firm is competent to provide such certificate (and such
investment banking firm shall be conclusively presumed to be competent to
provide such certificate if such investment banking firm is an investment
banking firm of nationally recognized standing and engages in interest rate swap
transactions in the ordinary course of its business); (ii) such investment
banking firm does not have any direct or indirect investment in the Company or
in any bonds that, as of the date of such certificate, are Outstanding or the
subject of a pending application for authentication and delivery under the
Mortgage (including, without limitation, any bonds that are subject of the Net
Earning Certificate to which such certificate relates) or in any affiliate of
the Company (other than de minimus amounts of loans or securities of the Company
or affiliates of the Company held in its or its affiliates’ accounts and any
investment in, or ownership of, additional securities or loans of the Company or
affiliates of the Company resulting from its market making activities in the
ordinary course of its business); (iii) such investment banking firm is not, and
none of its officers or directors is, an affiliate of the Company; and (iv) such
investment banking firm is not acting as an underwriter with respect to any
bonds that are the subject of the Net Earning Certificate to which such
certificate relates or as an arranger or provider of the loans, extensions of
credit or other securities (if any) for which such bonds are collateral
security.

    
      
        
          
             

             

            
              
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    If the Company is a successor
corporation (within the meaning of Section 86 of this Indenture), the “Adjusted
Net Earnings of the Company” as set forth in each Net Earning Certificate shall
be calculated as described in the last two sentences of Section 86 of this
Indenture.

     

    Section 4.02.    So long as any of the
Bonds of the Thirtieth Series remain Outstanding, Section 27 of the Mortgage is
amended by adding at the end thereof the following additional
sentence:

     

    As
described in the penultimate paragraph of Section 7 hereof, and subject to the
conditions therein specified, a Net Earning Certificate shall be deemed to show
Adjusted Net Earnings of the Company to be as required by this Section 27
(without any necessity for such Net Earning Certificate to specify Annual
Interest Requirements).

     

    Section 4.03.    So long as any of the
Bonds of the Thirtieth Series are Outstanding, Section 86 of the Mortgage is
amended by adding at the end thereof the following additional
sentences:

     

    For the
avoidance of any doubt, it is expressly stated that in the event that a
successor corporation (having succeeded to and having been substituted for the
Company in accordance with this Section 86) shall exercise any right under this
Indenture (whether as to the issuance of additional bonds (including, without
limitation, the Bonds of the Thirtieth Series), the withdrawal of cash, the
release of property, the taking of credit under Section 39 or Section 40 hereof,
or otherwise) and a Net Earning Certificate shall be required by the terms of
this Indenture in connection therewith, the “Adjusted Net Earnings of the
Company” shall be, and shall be stated in such Net Earning Certificate to be,
the lesser of (A) the amount (for the applicable period selected in accordance
with paragraph (A) of Section 7 of this Indenture) determined in accordance with
paragraph (A) of Section 7 of this Indenture (and the other provisions of such
Section 7 that are relevant to such paragraph) on the basis of (i) the items set
forth in clauses (1), (2), (4) and (6) of paragraph (A) of such Section 7 being
such portions of such items of such successor corporation as are reasonably
allocated by such successor corporation to or from the Mortgaged and Pledged
Property as a plant or plants and an operating system or operating systems (and
if, on the date of a Net Earning Certificate, such successor corporation shall
be a party to any other general or first mortgage indenture and deed of trust
relating to property other than the Mortgaged and Pledged Property and the lien
of such other mortgage indenture and deed of trust shall not have been
discharged, such reasonable allocation shall be in a manner consistent with the
manner of allocation utilized and/or to be utilized by such successor
corporation in making calculations of the “Adjusted Net Earnings of the Company”
(or other comparable term) under and as defined in such other mortgage indenture
and deed of trust), (ii) the item set forth in clause (8) of paragraph (A) of
such Section 7 being calculated without regard to income (net) derived from any
electric and/or gas utility business of the successor corporation in which the
Mortgaged and Pledged Property is not utilized (but otherwise in accordance with
such Section 7), and (iii) the item set forth in clause (10) of paragraph (A) of
such Section 7 being calculated without regard to sub-clause (b) of such clause
and without regard to the proviso to such clause (but otherwise in accordance
with such clause), and (B) the amount (for the applicable period selected in
accordance with paragraph (A) of Section 7 of this Indenture) determined in
accordance with paragraph (A) of Section 7 of this Indenture (and the other
provisions of such Section 7 that are relevant to such paragraph) (without any
allocation or distinction as to the derivation of the items set forth in any of
the clauses of paragraph (A) of such Section 7, other than allocation or
distinction between (i) the electric and/or gas utility business or businesses
in which such successor corporation is engaged (whether or not the Mortgaged and
Pledged Property is utilized in connection therewith), and (ii) the other
business or businesses in which such successor corporation is engaged (with such
other business or businesses being given effect under the items set forth in
clauses (8) and (10) of paragraph (A) of such Section 7)). Each such Net Earning
Certificate shall contain a statement of the signers of such Net Earning
Certificate that, in the opinion of such signers, the allocations made in the
calculations of “Adjusted Net Earnings of the Company” as set forth in such Net
Earning Certificate are in accordance with the requirements of the preceding
sentence of this Section 86.

    
      
        
          
             

             

            
              
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    Section 4.04.    For so long as any
Bonds of the Thirtieth Series are Outstanding, the Company shall not subject, or
permit to be subjected, any Mortgaged and Pledged Property under the Mortgage to
the lien of the Company’s General Mortgage Indenture and Deed of Trust dated as
of August 1, 1993, as amended and supplemented.

     

    


    ARTICLE
V

     

    Home
Office Payment

     

    So long as any Purchaser (as such term
is defined in the Bond Purchase Agreement) or its nominee shall be the Holder of
any Bond of the Thirtieth Series, and notwithstanding anything contained in the
Indenture or in such Bond of the Thirtieth Series to
the contrary, the Company will pay all sums becoming due on such Bond of the
Thirtieth
Series for principal or premium, if any, and interest by the method and at the
address specified for such purpose below such Holder’s name in Schedule A
to the Bond Purchase Agreement, as certified to the Corporate Trustee by the
Company, or by such other method or at such other address as such Holder shall
have from time to time specified to the Company and the Trustee in writing for
such purpose, without the presentation or surrender of such Bond of the Thirtieth Series
unless such Bond is to be paid or redeemed in full, in which case, as a
condition to such payment, such Bond shall be presented and surrendered at the
place of payment most recently designated by the Company pursuant to Section 13
of the Indenture.  Prior to any sale or other disposition of any Bond
of the Thirtieth Series
held by any such Holder, such Holder, by its acceptance of a Bond, agrees that
it will, at its election, either endorse thereon the amount of principal paid
thereon and the last date to which interest has been paid thereon or surrender
such Bond of the Thirtieth Series to
the Trustee in exchange for a new Bond of the Thirtieth Series or
Bonds of the Thirtieth
Series  in a principal amount giving effect to such payments of
principal and interest pursuant to Section 13 of the Indenture, and in either
case shall promptly notify the Company and the Trustee of the name and address
of the transferee of any such Bond so sold or disposed of.  The
Company will afford the benefits of this Article V to any Institutional Investor
(as such term is defined in the Bond Purchase Agreement) that is the direct or
indirect transferee of any Bond of the Thirtieth Series
purchased by any such Purchaser or its nominee and that has made the same
agreement relating to such Bond of the Thirtieth Series as
such Purchasers have made in this Article V.

    
      
        
          
             

             

            
              
                17

              

              
                
                

                
                  

                

              

              
                
                

              

               

            

          

        

         

      

    

     

    ARTICLE
VI

    Miscellaneous
Provisions

    Section
6.01.    Subject to the
amendments provided for in this Twenty-eighth Supplemental Indenture, the terms
defined in the Mortgage, as heretofore supplemented, shall, for all purposes of
this Twenty-eighth Supplemental Indenture, have the meanings specified in the
Mortgage, as heretofore supplemented.

     

    Section
6.02.    The Trustees hereby
accept the trusts herein declared, provided, created or supplemented and agree
to perform the same upon the terms and conditions herein and in the Mortgage, as
heretofore supplemented, set forth and upon the following terms and
conditions:

     

    The
Trustees shall not be responsible in any manner whatsoever for or in respect of
the validity or sufficiency of this Twenty-eighth Supplemental Indenture or for
or in respect of the recitals contained herein, all of which recitals are made
by the Company solely. In general, each and every term and condition contained
in Article XVII of the Mortgage shall apply to and form part of this
Twenty-eighth Supplemental Indenture with the same force and effect as if the
same were herein set forth in full with such omissions, variations and
insertions, if any, as may be appropriate to make the same conform to the
provisions of this Twenty-eighth Supplemental Indenture.

     

    Section
6.03.    Whenever in this
Twenty-eighth Supplemental Indenture any of the parties hereto is named or
referred to, this shall, subject to the provisions of Articles XVI and XVII of
the Mortgage, be deemed to include the successors and assigns of such party, and
all the covenants and agreements in this Twenty-eighth Supplemental Indenture
contained by or on behalf of the Company, or by or on behalf of the Trustees
shall, subject as aforesaid, bind and inure to the respective benefit of the
respective successors and assigns of such parties, whether so expressed or
not.

     

    Section
6.04.    Nothing in this
Twenty-eighth Supplemental Indenture, expressed or implied, is intended, or
shall be construed, to confer upon, or to give to, any person, firm or
corporation, other than the parties hereto and the holders of the bonds and
coupons Outstanding under the Indenture, any right, remedy or claim under or by
reason of this Twenty-eighth Supplemental Indenture or any covenant, condition,
stipulation, promise or agreement hereof, and all the covenants, conditions,
stipulations, promises and agreements in this Twenty-eighth Supplemental
Indenture contained by or on behalf of the Company shall be for the sole and
exclusive benefit of the parties hereto, and of the holders of the bonds and
coupons Outstanding under the Indenture.

    
       

      
        
          18

        

        
          
          

          
            

          

        

        
          
          

        

        
 

      

    

    Section
6.05.    This Twenty-eighth
Supplemental Indenture shall be executed in several counterparts, each of which
shall be an original and all of which shall constitute but one and the same
instrument.

    
      
         

         

        
          
            19

          

          
            
            

            
              

            

          

          
            
            

          

          
 

        

      

    

     

    IN
WITNESS WHEREOF, NORTHWESTERN CORPORATION has caused its corporate name to be
hereunto affixed, and this instrument to be signed and sealed by one of its Vice
Presidents, and its seal to be attested by its Corporate Secretary or one of its
Assistant Corporate Secretaries for and in its behalf, and THE BANK OF NEW YORK
MELLON, in token of its acceptance of the trust hereby created, has caused its
corporate name to be hereunto affixed, and this instrument to be signed and
sealed by one of its Vice Presidents or one of its Assistant Vice Presidents,
and its corporate seal to be attested by one of its Assistant Vice Presidents,
Assistant Secretaries or Assistant Treasurers, and Ming Ryan, for all like
purposes, has hereunto set her hand and affixed her seal, as of the day and year
first above written.

     

                 NORTHWESTERN
CORPORATION

     

    


     

                 By:
_________________________________

                 Vice
President

    [SEAL]

     

    Attest:

     

    _____________________________

    Assistant
Corporate Secretary

     

    Executed,
sealed and delivered by

     

    NORTHWESTERN
CORPORATION

    in the
presence of:

     

    


    _______________________________________

     

    


    _______________________________________

     

    


     

    


     

    


     

    [Signature
Page to the Twenty-eighth Supplemental Indenture]

    
       

       

      
        
          20

        

        
          
          

          
            

          

        

        
          
          

        

         

      

    


    STATE
OF                                           )

    ) ss.

    COUNTY
OF                                           )

     

    This instrument was acknowledged before
me on this ___ day of October, 2009, by ___________________________, Vice
President, of NORTHWESTERN CORPORATION, a Delaware corporation.

     

    


                 ________________________________

                 Notary
Public

     

    


    [SEAL]

     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    [Acknowledgment
to the Twenty-eighth Supplemental Indenture]

    
       

      
         

        
          
            21

          

          
            
            

            
              

            

          

          
            
            

          

           

        

      

    


                 THE BANK OF NEW YORK
MELLON,

                    as
Corporate Trustee

    


    


                 By:
_________________________________

                 Name:

                 Title:

    [SEAL]

     

    Attest:

     

    _______________________________

    Name:

    Title:

     

    
                                                           ______________________________L.S.]

                     Ming Ryan, as
Co-Trustee

     

    


    Executed,
sealed and delivered by

    THE BANK
OF NEW YORK MELLON and

    Ming Ryan
in the presence of:

     

    


    _________________________________

     

    


    _________________________________

     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    [Signature
Page to the Twenty-eighth Supplemental Indenture]

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

    


    STATE OF
NEW YORK    )

                  
) ss.

    COUNTY OF
NEW YORK  )

     

    This instrument was acknowledged before
me on this ___ day of October, 2009, by ___________________________,
____________________ of THE BANK OF NEW YORK MELLON, a New York
corporation.

     

    


                 ________________________________

                 Notary
Public

     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    [Acknowledgment
to the Twenty-eighth Supplemental Indenture]

     

    
       

      
         

        
          
            2

          

          
            
            

            
              

            

          

          
            
            

          

           

        

      

       

    

    STATE OF
NEW YORK      )

                 )
ss.

    COUNTY OF
NEW YORK   )

     

    This instrument was acknowledged before
me on this ___ day of October, 2009, by MING RYAN.

     

    


                 ________________________________

                 Notary
Public

     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    [Acknowledgment
Page to the Twenty-eighth Supplemental Indenture]

    
      
         

         

        
          
            3

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

    

    


    EXHIBIT
A

     

    FORM OF
BOND

     

    (FACE OF
BOND)

     

    THIS
BOND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“ACT”) AND MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED OR PLEDGED UNLESS
REGISTERED PURSUANT TO THE PROVISIONS OF SUCH ACT OR AN EXEMPTION THEREFROM IS
AVAILABLE, EXCEPT UNDER CIRCUMSTANCES WHERE NEITHER SUCH REGISTRATION NOR SUCH
AN EXEMPTION IS REQUIRED BY LAW.

     

    


     

    NORTHWESTERN
CORPORATION

    FIRST
MORTGAGE BOND, 5.71% SERIES DUE 2039

    


    
      	
              No.
      TR-[______]

            	
              CUSIP:
      _____________

              $______________

            
	 
      	 
      


    

    


    NORTHWESTERN CORPORATION, a corporation
organized and existing under the laws of the State of Delaware (hereinafter
called the Company), for value received, hereby promises to pay to
______________________ or its registered assigns, on October 15, 2039, at
the office or agency of the Company in the Borough of Manhattan, The City of New
York, $______________ dollars in such coin or currency of the United States of
America as at the time of payment is legal tender for public and private debts,
and to pay to the registered owner hereof interest thereon from the date of
first authentication of Bonds of the series herein designated, at the rate per
annum of 5.71% (computed on the basis of a 360-day year of twelve 30-day
months), in like coin or currency at such office or agency on April 15 and
October 15 in each year, until the Company’s obligation with respect to the
payment of such principal shall have been discharged.

     

    This Bond is issued by the Company
pursuant to the Twenty-eighth Supplemental Indenture (as hereinafter defined).
The terms of this Bond shall be those specified herein and pursuant to the
Mortgage (as hereinafter defined), as heretofore amended and supplemented,
including by the Twenty-eighth Supplemental Indenture.

     

    The provisions of this Bond are
continued on the reverse hereof and such continued provisions shall for all
purposes have the same effect as though set fully forth at this
place.

     

    This Bond shall not become obligatory
until The Bank of New York Mellon, the Corporate Trustee under the Mortgage, or
its successor thereunder, shall have signed the form of authentication
certificate endorsed hereon.

     

    
      
         

        
          
            A - 1

          

          
            
            

            
              

            

          

          
            
            

          

          
 

        

      

    

    IN WITNESS WHEREOF, NORTHWESTERN
CORPORATION has caused this instrument to be signed in its corporate name by its
Chairman of the Board or its President or one of its Vice-Presidents by his
signature or a facsimile thereof, and its corporate seal to be impressed or
imprinted hereon and attested by its Secretary or one of its Assistant
Secretaries by his/her signature or a facsimile thereof.

     

    Dated:
_____________________.

     

                  NORTHWESTERN
CORPORATION

    


     

    


                  By
____________________________

     
 

     

    


    Attest:
____________________________

    


     

    


     

    
       

      
        
           

          
            
              A - 2

            

            
              
              

              
                

              

            

            
              
              

            

             

          

        

      

    


    CORPORATE
TRUSTEE’S AUTHENTICATION CERTIFICATE

     

    This Bond is one of the Bonds, of the
series herein designated, described or provided for in the within-mentioned
Mortgage.

     

    


                  THE BANK OF NEW YORK
MELLON,

                      as
Corporate Trustee

    


     

    


                  By
____________________________

                        Authorized
Signatory

     

    
      
         

        
          
             

            
              
                A - 3

              

              
                
                

                
                  

                

              

              
                
                

              

               

            

          

        

      

    

    (REVERSE
OF BOND)

     

    


    General

     

    This Bond is one of an issue of Bonds
of the Company issuable in series and is one of a series known as its First
Mortgage Bonds, 5.71% Series due 2039, all Bonds of all series issued and to be
issued under and equally secured (except in so far as any sinking or other fund,
established in accordance with the provisions of the Mortgage hereinafter
mentioned, may afford additional security for the Bonds of any particular
series) by a Mortgage and Deed of Trust (herein, together with any indenture
supplemental thereto, called the Mortgage), dated as of October 1, 1945,
executed by the Company to Guaranty Trust Company of New York (The Bank of New
York Mellon, successor) and Arthur E. Burke (Ming Ryan, successor), as Trustees.
Reference is made to the Mortgage for a description of the property mortgaged
and pledged, the nature and extent of the security, the rights of the holders of
the Bonds and of the Trustees in respect thereof, the duties and immunities of
the Trustees and the terms and conditions upon which the Bonds are and are to be
secured and the circumstances under which additional Bonds may be issued. With
the consent of the Company and to the extent permitted by and as provided in the
Mortgage, the rights and obligations of the Company and/or the rights of the
holders of the Bonds and/or coupons and/or the terms and provisions of the
Mortgage may be modified or altered by affirmative vote of the holders of at
least 66 2/3% in principal amount of the Bonds then outstanding under the
Mortgage and, if the rights of the holders of one or more, but less than all,
series of Bonds then outstanding are to be affected, then also by affirmative
vote of the holders of at least 66 2/3% in principal amount of the Bonds then
outstanding of each series of Bonds so to be affected (excluding in any case
Bonds disqualified from voting by reason of the Company’s interest therein as
provided in the Mortgage); provided that, without the consent of the holder
hereof, no such modification or alteration shall, among other things, impair or
affect the right of the holder to receive payment of the principal of (and
premium, if any) and interest on this Bond, on or after the respective due dates
expressed herein, or permit the creation of any lien equal or prior to the lien
of the Mortgage or deprive the holder of the benefit of a lien on the mortgaged
and pledged property.

     

    The principal hereof may be declared or
may become due prior to the maturity date hereinbefore named on the conditions,
in the manner and at the time set forth in the Mortgage, upon the occurrence of
a Default as in the Mortgage provided.

     

    This Bond is transferable as prescribed
in the Mortgage by the registered owner hereof in person, or by his duly
authorized attorney, at the office or agency of the Company in the Borough of
Manhattan, The City of New York, upon surrender and cancellation of this Bond,
and upon payment, if the Company shall require it, of the transfer charges
provided for in the Twenty-eighth Supplemental Indenture hereinafter referred
to, and, thereupon, a new fully registered Bond of the same series for a like
principal amount will be issued to the transferee in exchange herefor as
provided in the Mortgage; provided that, this Bond shall also be subject to the
restrictions on transfer and exchange that appear above. The Company and the
Trustees may deem and treat the person in whose name this Bond is registered as
the absolute owner hereof for the purpose of receiving payment and for all other
purposes and neither the Company nor the Trustees shall be affected by any
notice to the contrary.

    
      
        
           

          
            
               

              
                
                  A - 4

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

                
 In the manner prescribed in the
Mortgage, any Bonds of this series, upon surrender thereof, for cancellation, at
the office or agency of the Company in the Borough of Manhattan, The City of New
York, are exchangeable for a like aggregate principal amount of registered Bonds
of the same series of other authorized
denominations.

              

            

          

        

      

    

     

    No recourse shall be had for the
payment of the principal of or interest on this Bond against any incorporator or
any past, present or future subscriber to the capital stock, stockholder,
officer or director of the Company or of any predecessor or successor
corporation, as such, either directly or through the Company or any predecessor
or successor corporation, under any rule of law, statute or constitution or by
the enforcement of any assessment or otherwise, all such liability of
incorporators, subscribers, stockholders, officers and directors being released
by the holder or owner hereof by the acceptance of this Bond and being likewise
waived and released by the terms of the Mortgage.

     

    Capitalized terms used in this Bond
shall have the meanings ascribed to them in the Twenty-eighth Supplemental
Indenture hereinafter referred to.

     

    Interest

     

    The Bonds shall bear interest for each
Interest Period (as hereinafter defined) at a rate per annum of 5.71% (the
“Interest Rate”), as set forth in Section 1.01 of the Twenty-eighth Supplemental
Indenture, dated as of October 1, 2009, between the Company and the
Trustees (such supplemental indenture, the “Twenty-eighth Supplemental
Indenture”).

     

    The period commencing on an Interest
Payment Date and ending on the day preceding the next succeeding Interest
Payment Date shall be an “Interest Period,” provided that the first
Interest Period shall begin on the date of the first authentication of the Bonds
and extend through April 14, 2010, the day preceding the first Interest
Payment Date.  Interest on this Bond shall accrue from the date of the
first authentication of the Bonds to the first Interest Payment Date and,
thereafter, shall accrue from the most recent Interest Payment Date to which
interest has been paid or duly provided for.

     

    Interest payments for the Bonds will be
computed on the basis of a 360-day year consisting of twelve 30-day months. If
an Interest Payment Date or Redemption Date falls on a day that is not a
Business Day, such Interest Payment Date or Redemption Date, as the case may be,
will be the immediately succeeding Business Day with the same force and effect
as if made on the original Interest Payment Date or Redemption Date, as the case
may be, and no interest shall accrue for the period from and after such original
Interest Payment Date or Redemption Date, as the case may be. All dollar amounts
resulting from such calculation will be rounded, if necessary, to the nearest
cent with one-half cent rounded upward.

     

    Interest on any Bond which is payable,
and is punctually paid or duly provided for, on any Interest Payment Date shall
be paid to the Person in whose name that Bond (or one or more Predecessor Bonds)
is registered at the close of business on the Record Date for such interest;
provided, however, that interest payable at maturity (whether the stated
maturity or maturity resulting from declaration of acceleration, call for
redemption or otherwise) shall be payable to the Person to whom the principal of
such Bond shall be payable.

    
      
        
           

          
            
               

              
                
                  A - 5

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

                
Redemption

              

            

          

        

      

    

     

    The Bonds shall be redeemable at the
option of the Company in whole or in part at any time and from time to time,
prior to maturity, upon notice to the Holders of such Bonds at his, her or its
address last appearing in the Bond Register by first class mail, mailed not less
than 30 days but not more than 60 days prior to the date on which such Bonds are
fixed to be redeemed (such date fixed for redemption, the “Redemption Date”), in
cash at a redemption price (the “Redemption Price”) equal to (i) the greater of:
(A) one hundred per centum (100%) of the principal amount of Bonds to be
redeemed then Outstanding, and (B) the Make-Whole Amount, if any, plus (ii)
accrued and unpaid interest to the Redemption Date.  Any notice of
intention to redeem need not specify the Redemption Price but shall be
sufficient if it sets forth in brief terms the manner in which the Redemption
Price is to be calculated.  Each such notice shall specify the
Redemption Date (which shall be a Business Day), the aggregate principal amount
of the Bonds to be redeemed on such date, the principal amount of each Bond held
by such Holder to be redeemed, and the interest to be paid on the Redemption
Date with respect to such principal amount being redeemed, and shall be
accompanied by a certificate of an officer of the Company as to the estimated
Make-Whole Amount due in connection with such redemption (calculated as if the
date of such notice were the Redemption Date), setting forth the details of such
computation.  Two Business Days prior to the Redemption Date, the
Company shall deliver to each Holder of such Bonds a certificate of an officer
specifying the calculation of such Make-Whole Amount as of the specified
Redemption Date.

     

     

    The term “Make-Whole Amount” means,
with respect to any Bond, an amount equal to the excess, if any, of the
Discounted Value of the Remaining Scheduled Payments with respect to the Called
Principal of such Bond over the amount of such Called Principal; provided that the Make-Whole
Amount may in no event be less than zero.  For the purposes of
determining the Make-Whole Amount, the following terms have the following
meanings:

     

    “Called Principal” means,
with respect to any Bond, the principal of such Bond that is to be prepaid
pursuant to Section 1.02(b)(i).

     

    “Discounted Value” means,
with respect to the Called Principal of any Bond, the amount obtained by
discounting all Remaining Scheduled Payments with respect to such Called
Principal from their respective scheduled due dates to the Settlement Date with
respect to such Called Principal, in accordance with accepted financial practice
and at a discount factor (applied on the same periodic basis as that on which
interest on the Bonds is payable) equal to the Reinvestment Yield with respect
to such Called Principal.

     

    “Reinvestment Yield” means,
with respect to the Called Principal of any Bond, .50% (50 basis points) over
the yield to maturity implied by (i) the yields reported as of 10:00 a.m. (New
York City time) on the second Business Day preceding the Settlement Date with
respect to such Called Principal, on the display designated as “Page PX1” (or
such other display as may replace Page PX1) on Bloomberg Financial Markets for
the most recently issued actively traded on the run U.S. Treasury securities
having a maturity equal to the Remaining Average Life of such Called Principal
as of such Settlement Date, or (ii) if such yields are not reported as of
such time or the yields reported as of such time are not ascertainable
(including by way of interpolation), the Treasury Constant Maturity Series
Yields reported, for the latest day for which such yields have been so reported
as of the second Business Day preceding the Settlement Date with respect to such
Called Principal, in Federal Reserve Statistical Release H.15 (or any comparable
successor publication) for U.S. Treasury securities having a constant maturity
equal to the Remaining Average Life of such Called Principal as of such
Settlement Date.  In the case of each determination under
clause (i) or clause (ii), as the case may be, of the preceding
paragraph, such implied yield will be determined, if necessary, by
(a) converting U.S. Treasury bill quotations to bond-equivalent yields in
accordance with accepted financial practice and (b) interpolating linearly
between (1) the applicable U.S. Treasury security with the maturity closest
to and greater than such Remaining Average Life and (2) the applicable U.S.
Treasury security with the maturity closest to and less than such Remaining
Average Life.  The Reinvestment Yield shall be rounded to the number
of decimal places as appears in the interest rate of the applicable
Bond.

    
      
        
           

          
            
               

              
                
                  A - 6

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

                
 

              

            

          

        

      

    

    “Remaining Average Life”
means, with respect to any Called Principal, the number of years (calculated to
the nearest one-twelfth year) obtained by dividing (a) such Called
Principal into (b) the sum of the products obtained by multiplying
(i) the principal component of each Remaining Scheduled Payment with
respect to such Called Principal by (ii) the number of years (calculated to
the nearest one-twelfth year) that will elapse between the Settlement Date with
respect to such Called Principal and the scheduled due date of such Remaining
Scheduled Payment.

     

    “Remaining Scheduled
Payments” means, with respect to the Called Principal of any Bond, all
payments of such Called Principal and interest thereon that would be due after
the Settlement Date with respect to such Called Principal if no payment of such
Called Principal were made prior to its scheduled due date; provided that if such
Settlement Date is not a date on which interest payments are due to be made
under the terms of the Bonds, then the amount of the next succeeding scheduled
interest payment will be reduced by the amount of interest accrued to such
Settlement Date and required to be paid on such Settlement Date pursuant to
Section 1.02(b)(i).

     

    “Settlement Date” means, with
respect to the Called Principal of any Bond, the date on which such Called
Principal is to be prepaid pursuant to Section 1.02(b)(i).

    


    The Corporate Trustee shall be under no
duty to inquire into, may conclusively presume the correctness of, and shall be
fully protected in acting upon the calculation by the Company of any Redemption
Price of the Bonds.

     

    The Company shall not be required to
make transfers or exchanges of Bonds for a period of ten (10) days next
preceding any Interest Payment Date, or next preceding any designation of Bonds
to be redeemed.  The Company shall not be required to make transfers
or exchanges of any Bonds designated in whole or in part for
redemption.

     

    
      
         

        
          
             

            
              
                A - 7

              

              
                
                

                
                  

                

              

              
                
                

              

              
 

            

          

        

      

    

    INSTRUMENT
OF ASSIGNMENT AND TRANSFER

     

    FOR VALUE-RECEIVED the undersigned
hereby sell(s), assign(s) and transfer(s) unto

     

    Identifying
Number of Assignee
____________________________________________________________________________

     

    _____________________________________________________________________________________________________

     

    _____________________________________________________________________________________________________

     

    _____________________________________________________________________________________________________

     

    (Please
print or typewrite name and address,

    including
zip code of Assignee)

     

    the
within Bond and all rights thereunder, hereby irrevocably constituting and
appointing _____  attorney to transfer said Bond on the books of the
Company, with full power of substitution in the premises.

     

    Dated:  ____________________________

     
 

     

               ___________________________________

               Name:

     

    
      	
              NOTICE:

            	
              The
      signature to this assignment must correspond with the name as written upon
      the first page of the within instrument in every particular, without
      alteration or enlargement or any change
  whatsoever.

            


    

     

     

    _______________________________

    Signature Guarantee

     

    SIGNATURE
GUARANTEE

     

    Signatures
must be guaranteed by an “eligible guarantor institution” meeting the
requirements of the Registrar, which requirements include membership or
participation in the Security Transfer Agent Medallion Program (“STAMP”) or such
other “signature guarantee program” as may be determined by the Registrar in
addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.

     

    


     

    
      
         

        
          
             

            
              
                A - 8