Exhibit 4.1


 


 




 





 


NORTHWESTERN
CORPORATION


 


TO


 


U.S.
BANK NATIONAL ASSOCIATION


 


Trustee


 










 


Indenture


 


Dated
as of November 1, 2004


 










 




 





 





















 


NORTHWESTERN
CORPORATION


 


Reconciliation and Tie between
Trust Indenture Act of 1939 and Indenture, dated as of November 1, 2004


 


	
  Trust Indenture Act Section

  	
   

  	
   

  	
  Indenture Section(s)

  
	
   

  	
   

  	
   

  
	
  §310(a)(1)

  	
   

  	
  809

  
	
  (a)(2)

  	
   

  	
  809

  
	
  (a)(3)

  	
   

  	
  Not Applicable

  
	
  (a)(4)

  	
   

  	
  Not Applicable

  
	
  (b)

  	
   

  	
  808, 810

  
	
  §311(a)

  	
   

  	
  813

  
	
  (b)

  	
   

  	
  813

  
	
  (c)

  	
   

  	
  813

  
	
  §312(a)

  	
   

  	
  901

  
	
  (b)

  	
   

  	
  901

  
	
  (c)

  	
   

  	
  901

  
	
  §313(a)

  	
   

  	
  902

  
	
  (b)

  	
   

  	
  902

  
	
  (c)

  	
   

  	
  902

  
	
  (d)

  	
   

  	
  902

  
	
  §314(a)

  	
   

  	
  902, 505

  
	
  (b)

  	
   

  	
  321

  
	
  (c)(1)

  	
   

  	
  102

  
	
  (c)(2)

  	
   

  	
  102

  
	
  (c)(3)

  	
   

  	
  Not Applicable

  
	
  (d)

  	
   

  	
  312, 315, 318

  
	
  (e)

  	
   

  	
  102

  
	
  §315(a)

  	
   

  	
  801, 803

  
	
  (b)

  	
   

  	
  802

  
	
  (c)

  	
   

  	
  801

  
	
  (d)

  	
   

  	
  801

  
	
  (e)

  	
   

  	
  714

  
	
  §316(a)

  	
   

  	
  712, 713

  
	
  (a)(1)(A)

  	
   

  	
  702, 712

  
	
  (a)(1)(B)

  	
   

  	
  713

  
	
  (a)(2)

  	
   

  	
  Not Applicable

  
	
  (b)

  	
   

  	
  708

  
	
  (c)

  	
   

  	
  104

  
	
  §317(a)(1)

  	
   

  	
  703

  
	
  (a)(2)

  	
   

  	
  705

  
	
  (b)

  	
   

  	
  503

  
	
  §318(a)

  	
   

  	
  107

  



 





















 


TABLE
OF CONTENTS


 


	
  Recital of the Company

  	
   

  
	
   

  	
   

  
	
  ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL
  APPLICATION

  	
   

  
	
  SECTION
  101. General Definitions.

  	
   

  
	
  “Act”

  	
   

  
	
  “Affiliate”

  	
   

  
	
  “Appraiser”

  	
   

  
	
  “Authenticating Agent”

  	
   

  
	
  “Authorized Officer”

  	
   

  
	
  “Board of Directors”

  	
   

  
	
  “Board Resolution”

  	
   

  
	
  “Business Day”,

  	
   

  
	
  “Cash Equivalents”

  	
   

  
	
  “Commission”

  	
   

  
	
  “Company”

  	
   

  
	
  “Company Order” or
  “Company Request”

  	
   

  
	
  “Corporate Trust Office”

  	
   

  
	
  “corporation”

  	
   

  
	
  “Customary Exceptions”

  	
   

  
	
  “Defaulted Interest”

  	
   

  
	
  “Discount Security”

  	
   

  
	
  “Dollar” or “$”

  	
   

  
	
  “Eligible Obligations”

  	
   

  
	
  “Engineer”

  	
   

  
	
  “Event of Default”

  	
   

  
	
  “Exchange Act”

  	
   

  
	
  “Expert”

  	
   

  
	
  “Expert’s Certificate”

  	
   

  
	
  “First Mortgage Bonds”

  	
   

  
	
  “Governmental Authority”

  	
   

  
	
  “Government Obligations”

  	
   

  
	
  “Holder”

  	
   

  
	
  “Indenture”

  	
   

  
	
  “Independent”

  	
   

  
	
  “interest”

  	
   

  
	
  “Interest Payment Date”

  	
   

  
	
  “Lien”

  	
   

  
	
  “Maturity”

  	
   

  
	
  “Montana Mortgage”

  	
   

  
	
  “Mortgage”

  	
   

  
	
  “Mortgage Trustee”

  	
   

  
	
  “Notice of Default”

  	
   

  
	
  “Officer’s Certificate”

  	
   

  
	
  “Opinion of Counsel”

  	
   

  



 





















 


	
  “Outstanding”

  	
   

  
	
  “Outstanding”

  	
   

  
	
  “Paying Agent”

  	
   

  
	
  “Periodic Offering”

  	
   

  
	
  “Person”

  	
   

  
	
  “Place of Payment”

  	
   

  
	
  “Predecessor Security”

  	
   

  
	
  “Redemption Date”

  	
   

  
	
  “Redemption Price”

  	
   

  
	
  “Regular Record Date”

  	
   

  
	
  “Required Currency”

  	
   

  
	
  “Responsible Officer”

  	
   

  
	
  “Restricted Subsidiary”

  	
   

  
	
  “Securities”

  	
   

  
	
  “Security
  Register” and “Security Registrar”

  	
   

  
	
  “South Dakota Mortgage”

  	
   

  
	
  “Special Record Date”

  	
   

  
	
  “Stated Interest Rate”

  	
   

  
	
  “Stated Maturity”

  	
   

  
	
  “Successor”

  	
   

  
	
  “Tranche”

  	
   

  
	
  “Trustee”

  	
   

  
	
  “Trust Indenture Act”

  	
   

  
	
  “United States”

  	
   

  
	
  SECTION
  102. Compliance Certificates and Opinions.

  	
   

  
	
  SECTION
  103. Content and Form of Documents Delivered to Trustee.

  	
   

  
	
  SECTION
  104. Acts of Holders.

  	
   

  
	
  SECTION
  105. Notices, Etc. to Trustee and Company.

  	
   

  
	
  SECTION
  106. Notice to Holders of Securities; Waiver.

  	
   

  
	
  SECTION
  107. Conflict with Trust Indenture Act.

  	
   

  
	
  SECTION
  108. Effect of Headings and Table of Contents.

  	
   

  
	
  SECTION
  109. Successors and Assigns.

  	
   

  
	
  SECTION
  110. Separability Clause.

  	
   

  
	
  SECTION
  111. Benefits of Indenture.

  	
   

  
	
  SECTION
  112. Governing Law.

  	
   

  
	
  SECTION
  113. Legal Holidays.

  	
   

  
	
  SECTION
  114. Investment of Cash Held by Trustee.

  	
   

  
	
   

  	
   

  
	
  ARTICLE TWO SECURITY FORMS

  	
   

  
	
   

  	
   

  
	
  SECTION
  201. Forms Generally.

  	
   

  
	
  SECTION
  202. Form of Trustee’s Certificate of Authentication.

  	
   

  
	
   

  	
   

  
	
  ARTICLE THREE THE SECURITIES

  	
   

  
	
   

  	
   

  
	
  SECTION
  301. Amount Unlimited; Issuable in Series.

  	
   

  
	
  SECTION
  302. Denominations.

  	
   

  
	
  SECTION
  303. Execution, Dating, Certificate of Authentication.

  	
   

  
	
  SECTION
  304. Temporary Securities.

  	
   

  



 


ii





















 


	
  SECTION
  305. Registration, Registration of Transfer and Exchange.

  	
   

  
	
  SECTION
  306. Mutilated, Destroyed, Lost and Stolen Securities.

  	
   

  
	
  SECTION
  307. Payment of Interest; Interest Rights Preserved.

  	
   

  
	
  SECTION
  308. Persons Deemed Owners.

  	
   

  
	
  SECTION
  309. Cancellation by Security Registrar.

  	
   

  
	
  SECTION
  310. Computation of Interest.

  	
   

  
	
  SECTION
  311. Payment to Be in Proper Currency.

  	
   

  
	
  SECTION
  312. Delivery of First Mortgage Bonds.

  	
   

  
	
  SECTION
  313. Registration and Ownership of First Mortgage Bonds; First Mortgage Bonds
  as security for Securities

  	
   

  
	
  SECTION
  314. Amounts Payable On and Credited Against First Mortgage Bonds.

  	
   

  
	
  SECTION
  315. Surrender of First Mortgage Bonds.

  	
   

  
	
  SECTION 316. No Transfer of First Mortgage
  Bonds.

  	
   

  
	
  SECTION 317. Voting of First Mortgage
  Bonds.

  	
   

  
	
  SECTION 318. Experts’ Certificates.

  	
   

  
	
  SECTION 319. No Modification of First
  Mortgage Bonds by Indenture.

  	
   

  
	
  SECTION 320. Other Responsibilities of
  Trustee With Respect to First Mortgage Bonds.

  	
   

  
	
  SECTION 321. Further Assurances.

  	
   

  
	
   

  	
   

  
	
  ARTICLE
  FOUR
  REDEMPTION OF SECURITIES

  	
   

  
	
   

  	
   

  
	
  SECTION 401. Applicability of Article.

  	
   

  
	
  SECTION 402. Election to Redeem; Notice to
  Trustee.

  	
   

  
	
  SECTION 403. Selection of Securities to Be
  Redeemed.

  	
   

  
	
  SECTION 404. Notice of Redemption.

  	
   

  
	
  SECTION 405. Securities Payable on
  Redemption Date.

  	
   

  
	
  SECTION 406. Securities Redeemed in Part.

  	
   

  
	
   

  	
   

  
	
  ARTICLE
  FIVE
  COVENANTS

  	
   

  
	
   

  	
   

  
	
  SECTION 501. Payment of Securities.

  	
   

  
	
  SECTION 502. Maintenance of Office or
  Agency.

  	
   

  
	
  SECTION 503. Money for Securities Payments
  to Be Held in Trust.

  	
   

  
	
  SECTION 504. Corporate Existence.

  	
   

  
	
  SECTION 505. Annual Officer’s Certificates
  to Compliance.

  	
   

  
	
  SECTION 506. Maintenance of Properties.

  	
   

  
	
  SECTION 507. Payment of Taxes and Other
  Claims.

  	
   

  
	
  SECTION 508. Waiver of Certain Covenants.

  	
   

  
	
   

  	
   

  
	
  ARTICLE
  SIX
  DEFEASANCE, SATISFACTION AND DISCHARGE

  	
   

  
	
   

  	
   

  
	
  SECTION 601. Option to Effect Legal
  Defeasance or Covenant Defeasance.

  	
   

  
	
  SECTION 602. Legal Defeasance and
  Discharge.

  	
   

  
	
  SECTION 603. Covenant Defeasance.

  	
   

  
	
  SECTION 604. Conditions to Legal or
  Covenant Defeasance.

  	
   

  
	
  SECTION 605. Miscellaneous Provisions

  	
   

  



 


iii





















 


	
  SECTION 606. Reinstatement.

  	
   

  
	
  SECTION 607. Satisfaction and Discharge of
  Indenture.

  	
   

  
	
  SECTION 608. Application of Trust Money.

  	
   

  
	
   

  	
   

  
	
  ARTICLE SEVEN EVENTS OF DEFAULT; REMEDIES

  	
   

  
	
   

  	
   

  
	
  SECTION 701. Events of Default.

  	
   

  
	
  SECTION 702. Acceleration of Maturity;
  Rescission and Annulment.

  	
   

  
	
  SECTION 703. Collection of Indebtedness and
  Suits for Enforcement by Trustee.

  	
   

  
	
  SECTION 704. Application of Money
  Collected.

  	
   

  
	
  SECTION 705. Trustee May File Proofs of
  Claim.

  	
   

  
	
  SECTION 706. Trustee May Enforce Claims
  without Possession of Securities.

  	
   

  
	
  SECTION 707. Limitation on Suits.

  	
   

  
	
  SECTION 708. Unconditional Right of Holders
  to Receive Principal, Premium and Interest.

  	
   

  
	
  SECTION 709. Restoration of Rights and
  Remedies.

  	
   

  
	
  SECTION 710. Rights and Remedies Cumulative.

  	
   

  
	
  SECTION 711. Delay or Omission Not Waiver.

  	
   

  
	
  SECTION 712. Control by Holders of
  Securities.

  	
   

  
	
  SECTION 713. Waiver of Past Defaults.

  	
   

  
	
  SECTION 714. Undertaking for Costs.

  	
   

  
	
  SECTION 715. Waiver of Stay or Extension
  Laws.

  	
   

  
	
  SECTION 716. Defaults under Mortgages.

  	
   

  
	
   

  	
   

  
	
  ARTICLE EIGHT THE TRUSTEE

  	
   

  
	
   

  	
   

  
	
  SECTION 801. Certain Duties and
  Responsibilities.

  	
   

  
	
  SECTION 802. Notice of Defaults.

  	
   

  
	
  SECTION 803. Certain Rights of Trustee.

  	
   

  
	
  SECTION 804. Not Responsible for Recitals
  or Issuance of Securities.

  	
   

  
	
  SECTION 805. May Hold Securities.

  	
   

  
	
  SECTION 806. Money Held in Trust.

  	
   

  
	
  SECTION 807. Compensation and Reimbursement.

  	
   

  
	
  SECTION 808. Disqualification; Conflicting
  Interests.

  	
   

  
	
  SECTION 809. Corporate Trustee Required;
  Eligibility.

  	
   

  
	
  SECTION 810. Resignation and Removal;
  Appointment of Successor.

  	
   

  
	
  SECTION 811. Acceptance of Appointment by
  Successor.

  	
   

  
	
  SECTION 812. Merger, Conversion,
  Consolidation or Succession to Business.

  	
   

  
	
  SECTION 813. Preferential Collection of
  Claims against Company.

  	
   

  
	
  SECTION 814. Appointment of Authenticating
  Agent.

  	
   

  
	
  SECTION 815. Co-trustee and Separate
  Trustees.

  	
   

  
	
   

  	
   

  
	
  ARTICLE
  NINE LISTS
  OF HOLDERS; REPORTS BY TRUSTEE AND COMPANY

  	
   

  
	
   

  	
   

  
	
  SECTION 901. Lists of Holders.

  	
   

  
	
  SECTION 902. Reports by Trustee and
  Company.

  	
   

  



 


iv





















 


	
  ARTICLE
  TEN
  CONSOLIDATION, MERGER, CONVEYANCE OR OTHER TRANSFER

  	
   

  
	
   

  	
   

  
	
  SECTION 1001. Company may Consolidate,
  etc., Only on Certain Terms.

  	
   

  
	
  SECTION 1002. Successor Substituted.

  	
   

  
	
  SECTION 1003. Merger into Company.

  	
   

  
	
   

  	
   

  
	
  ARTICLE ELEVEN SUPPLEMENTAL INDENTURES

  	
   

  
	
   

  	
   

  
	
  SECTION 1101. Supplemental Indentures
  without Consent of Holders.

  	
   

  
	
  SECTION 1102. Supplemental Indentures with
  Consent of Holders.

  	
   

  
	
  SECTION 1103. Execution of Supplemental
  Indentures.

  	
   

  
	
  SECTION 1104. Effect of Supplemental
  Indentures.

  	
   

  
	
  SECTION 1105. Conformity with Trust
  Indenture Act.

  	
   

  
	
  SECTION 1106. Reference in Securities to
  Supplemental Indentures.

  	
   

  
	
  SECTION 1107. Modification without
  Supplemental Indenture.

  	
   

  
	
   

  	
   

  
	
  ARTICLE TWELVE MEETINGS OF HOLDERS; ACTION WITHOUT MEETING

  	
   

  
	
   

  	
   

  
	
  SECTION 1201. Purposes for Which Meetings
  May Be Called.

  	
   

  
	
  SECTION 1202. Call, Notice and Place of
  Meetings.

  	
   

  
	
  SECTION 1203. Persons Entitled to Vote at
  Meetings.

  	
   

  
	
  SECTION 1204. Quorum; Action.

  	
   

  
	
  SECTION 1205. Attendance at Meetings;
  Determination of Voting Rights; Conduct and Adjournment of Meetings.

  	
   

  
	
  SECTION 1206. Counting Votes and Recording
  Action of Meetings.

  	
   

  
	
  SECTION 1207. Action without Meeting.

  	
   

  
	
   

  	
   

  
	
  ARTICLE THIRTEEN IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND
  DIRECTORS

  	
   

  
	
   

  	
   

  
	
  SECTION 1301. Liability Solely Corporate.

  	
   

  
	
   

  	
   

  
	
  Signatures

  	
   

  



 


v





















 


INDENTURE, dated as of November
1, 2004, between NORTHWESTERN CORPORATION, a
corporation organized and existing under the laws of the State of Delaware
(hereinafter sometimes called the “Company”), and U.S. Bank National
Association, a national banking association, as trustee (hereinafter sometimes
called the “Trustee”).


 


Recitals of the Company


 


The Company has duly authorized the execution and
delivery of this Indenture to provide for the issuance from time to time of
debentures, notes or other evidences of indebtedness (herein called the “Securities”),
to be issued in one or more series as contemplated herein; all acts necessary
to make this Indenture a valid agreement of the Company have been performed.


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH
that, in consideration of the premises and of the purchase of the Securities by
the Holders thereof, it is hereby covenanted and agreed by and between the
Company and the Trustee that all the Securities are to be authenticated and
delivered subject to the further covenants, conditions and trusts hereinafter
set forth, and the Company hereby covenants and agrees to and with the Trustee,
for the equal and ratable benefit of all Holders of the Securities or of series
thereof (except as otherwise contemplated herein), as follows:


 


ARTICLE ONE



Definitions and Other Provisions of General
Application


 


SECTION
101.    General Definitions.


 


For all purposes of this Indenture, except as
otherwise expressly provided or unless the context otherwise requires:


 


(a)   the terms defined in this Article have the meanings
assigned to them in this Article and include the plural as well as the
singular;


 


(b)   all terms used herein without definition which are defined
in the Trust Indenture Act, either directly or by reference therein, have the
meanings assigned to them therein;


 


(c)   all terms used herein without definition which are defined
in the Uniform Commercial Code as in effect in any jurisdiction in which any
property of the Company is located shall have the meanings assigned to them
therein with respect to such property;


 


(d)   all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with generally accepted accounting
principles in the United States; and, except as otherwise herein expressly
provided, the term “generally accepted accounting principles” with respect to
any computation required or permitted hereunder shall mean such accounting
principles as are generally accepted in the United States at the date of such
computation or, at the election of the Company from time to time, at the date
of the execution and delivery of this Indenture; provided, however, that in determining
generally


 





















 


accepted
accounting principles applicable to the Company, effect shall be given, to the
extent required, to any order, rule or regulation of any administrative agency,
regulatory authority or other governmental body having jurisdiction over the
Company; and


 


(e)   the words “herein”, “hereof” and “hereunder” and other
words of similar import refer to this Indenture as a whole and not to any
particular Article, Section or other subdivision.


 


“Act”, when used with
respect to any Holder of a Security, has the meaning specified in Section 104.


 


“Affiliate”
of any specified Person means any other Person directly or indirectly controlling
or controlled by or under direct or indirect common control with such specified
Person.  For purposes of this definition,
“control,” as used with respect to any
Person, means the possession, directly or indirectly, of the power to direct or
cause the direction of the management or policies of such Person, whether
through the ownership of voting securities, by agreement or otherwise; provided that beneficial ownership of 10% or more of the
Voting Stock of a Person will be deemed to be control.  For purposes of this definition, the terms “controlling,” and “controlled by”
and “under common control with” have
correlative meanings.


 


“Applicable
Basis” has the meaning assigned to that term in Section
314.


 


“Appraiser”
means a Person engaged in the business of appraising property or otherwise
qualified to pass upon the fair value or fair market value of property, who,
unless required to be Independent, may be an employee of the Company.


 


“Authenticating
Agent” means any Person (other than the Company or an Affiliate
of the Company) authorized by the Trustee to act on behalf of the Trustee to
authenticate the Securities of one or more series.


 


“Authorized
Officer” means the Chairman of the Board, the President,
any Vice President, the Chief Executive Officer, the Chief Operating Officer,
the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the
Corporate Secretary or any Assistant Corporate Secretary or any other duly
authorized officer, agent or attorney-in-fact of the Company named in an
Officer’s Certificate signed by any of such corporate officers or authorized
pursuant to a Board Resolution.


 


“Board of
Directors” means:


 


(1)           with respect to a corporation, the
board of directors of the corporation or any committee of such board of
directors duly authorized to act for the corporation;


 


(2)           with respect to a partnership, the
Board of Directors of the general partner of the partnership;


 


(3)           with respect to a limited liability
company, the managing member or members or any controlling committee of managing
members thereof; and


 


2





















 


(4)           with respect to any other Person, the
board or committee of such Person serving a similar function.


 


“Board
Resolution” means a copy of a resolution certified by the
Corporate Secretary or an Assistant Corporate Secretary of the Company to have
been duly adopted by the Board of Directors and to be in full force and effect
on the date of such certification, and delivered to the Trustee; and when used
with respect to this definition of “Board Resolution,”
“Board of Directors” means either the
board of directors of the Company or any committee thereof duly authorized to
act in respect of matters relating to this Indenture.


 


“Business
Day”, when used with respect to a Place of Payment or any
other particular location specified in the Securities or this Indenture, means
any day, other than a Saturday or Sunday, which is not a day on which banking
institutions or trust companies in such Place of Payment or other location are
generally authorized or required by law, regulation or executive order to
remain closed, except as may be otherwise specified as contemplated by Section
301.


 


“Capital Stock” means:


 


(1)           in the case of a corporation,
corporate stock;


 


(2)           in the case of an association or
business entity, any and all shares, interests, participations, rights or other
equivalents (however designated) of corporate stock;


 


(3)           in the case of a partnership or
limited liability company, partnership or membership interests (whether general
or limited); and


 


(4)           any other interest or participation
that confers on a Person the right to receive a share of the profits and losses
of, or distributions of assets of, the issuing Person.


 


“Cash
Equivalents” has the meaning specified in Section 114.


 


“Commission”
means the Securities and Exchange Commission, as from time to time constituted,
created under the Securities Exchange Act of 1934, as amended, or, if at any
time after the date of the execution and delivery of this Indenture such Commission
is not existing and performing the duties now assigned to it under the Trust
Indenture Act, then the body, if any, performing such duties at such time.


 


“Company”
means the Person named as the “Company” in the first paragraph of this
Indenture until a successor Person shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter “Company” shall mean
such successor Person.


 


“Company
Order” or “Company Request”
means a written request or order signed in the name of the Company by an
Authorized Officer and delivered to the Trustee.


 


3





















 


“Corporate
Trust Office” means the office of the Trustee at which at
any particular time its corporate trust business shall be principally administered,
which office at the date of the execution and delivery of this Indenture is
located at 100 Wall Street, New York, New York 
10005.


 


“corporation”
means a corporation or, except for purposes of Section 1001(a), an association,
company, joint stock company or business trust.


 


“Customary
Exceptions” means, with respect to any Opinion of Counsel
required to be delivered hereunder, such exceptions to opinions as are
customarily expressed in opinions of counsel rendered in connection with
similar transactions at the time such Opinion of Counsel is to be delivered
and, in any event, shall include exceptions based upon limitations imposed by
(a) bankruptcy, insolvency, reorganization, moratorium or other laws affecting
the enforcement of creditors’ rights, and (b) general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law).


 


“Defaulted
Interest” has the meaning specified in Section 307.


 


“Discount
Security” means any Security which provides for an amount
less than the principal amount thereof to be due and payable upon a declaration
of acceleration of the Maturity thereof pursuant to Section 702.


 


“Dollar” or “$” means a dollar or other equivalent unit in such coin
or currency of the United States as at the time shall be legal tender for the
payment of public and private debts.


 


“Eligible
Obligations” means:


 


(a)           with respect to Securities
denominated in Dollars, Government Obligations; or


 


(b)           with respect to Securities
denominated in a currency other than Dollars or in a composite currency, such
other obligations or instruments as shall be specified with respect to such
Securities as contemplated by Section 301.


 


“Engineer”
means a Person engaged in the engineering profession or otherwise qualified to
pass upon engineering matters (including, but not limited to, a Person licensed
as a professional engineer, whether or not then engaged in the engineering
profession), who, unless required to be Independent, may be an employee of the
Company.


 


“Event of
Default” has the meaning specified in Section 701.


 


“Exchange
Act” means the Securities Act of 1934 and the rules and
regulations promulgated thereunder, as amended from time to time.


 


“Expert”
means a Person which is an Engineer, Appraiser or other expert and which, with
respect to any certificate to be signed by such Person and delivered to the
Trustee, is


 


4





















 


qualified to pass upon the matter set forth in such
certificate, who, unless required to be Independent, may be an employee of the
Company.


 


“Expert’s
Certificate” means a certificate signed by an Expert
(which if required to be “Independent” shall be selected either by the Board of
Directors or by an Authorized Officer of the Company, such selection to be
conclusively evidenced by a Board Resolution or an Officer’s Certificate) and
delivered to the Trustee.  An Expert’s
Certificate of an Expert who is Independent is sometimes referred to herein as
an “Independent Expert’s Certificate”.


 


“First
Mortgage Bonds” means bonds or other obligations now or
hereafter issued and Outstanding under either Mortgage.


 


“Governmental
Authority” means the government of the United States or
of any State or Territory thereof or of the District of Columbia or of any county,
municipality or other political subdivision of any thereof, or any department,
agency, authority or other instrumentality of any of the foregoing.


 


“Government
Obligations” means:


 


(a)           direct obligations of, or obligations
the principal of and interest on which are unconditionally guaranteed by, the
United States which are entitled to the benefit of the full faith and credit
thereof; and


 


(b)           certificates, depositary receipts or
other instruments which evidence a direct ownership interest in obligations
described in clause (a) above or in any specific interest or principal payments
due in respect thereof; provided, however, that the custodian of such
obligations or specific interest or principal payments shall be a bank or trust
company (which may include the Trustee or any Paying Agent) subject to Federal
or State supervision or examination with a combined capital and surplus of at
least One Hundred Million Dollars ($100,000,000); and provided, further, that
except as may be otherwise required by law, such custodian shall be obligated
to pay to the holders of such certificates, depositary receipts or other
instruments the full amount received by such custodian in respect of such
obligations or specific payments and shall not be permitted to make any deduction
therefrom.


 


“Holder”
means a Person in whose name a Security is registered in the Security Register.


 


“Indenture”
means this instrument as originally executed and delivered and as it may from
time to time be amended and/or supplemented by one or more indentures or other
instruments supplemental hereto entered into pursuant to the applicable
provisions hereof and shall include the terms of particular series of
Securities established as contemplated by Section 301.


 


“Independent”,
when applied to any Expert, means such a Person who (a) is in fact independent,
(b) does not have any material financial interest in any obligor upon the
Securities or in any Affiliate of any such obligor, (c) is not connected with
any such obligor as an


 


5





















 


officer, employee, promoter, underwriter, trustee,
partner, director or any person performing similar functions and (d) is
approved by the Trustee in the exercise of reasonable care.


 


“interest”
with respect to a Discount Security means interest, if any, borne by such
Security at a Stated Interest Rate, rather than interest calculated at any
imputed rate.


 


“Interest
Payment Date”, when used with respect to any Security,
means the Stated Maturity of an installment of interest on such Security.


 


“Lien”
means any mortgage, deed of trust, pledge, security interest, encumbrance,
easement, lease, reservation, restriction, servitude, charge or similar right
and any other lien of any kind, whether or not filed, recorded or otherwise
perfected under applicable law, including, without limitation, any conditional
sale or other title retention agreement, any lease in the nature thereof and
any option or other agreement to sell or give a security interest in and any
filing of or agreement to give any financing statement under the Uniform
Commercial Code (or equivalent statutes) of any jurisdiction.


 


“Maturity”,
when used with respect to any Security, means the date on which the principal
of such Security or an installment of principal becomes due and payable as
provided in such Security or in this Indenture, whether at the Stated Maturity,
by declaration of acceleration, upon call for redemption or otherwise.


 


“Montana
Mortgage” means the Mortgage and Deed of Trust, dated as
of October 1, 1945, of the Company (successor thereunder to NorthWestern
Energy, L.L.C., in turn successor thereunder to The Montana Power Company) to
The Bank of New York (successor thereunder to Guaranty Trust Company of New
York) and Mary Beth Lewicki (successor thereunder to Arthur E. Burke), as
trustees (collectively with each other and with their respective successors in
such capacity, the “Montana Mortgage Trustee”),
as such indenture has been heretofore and is hereafter amended and
supplemented.


 


“Mortgage”
means the Montana Mortgage or the South Dakota Mortgage.


 


“Mortgage
Trustee” means, with respect to the Montana Mortgage,
the Montana Mortgage Trustee, and with respect to the South Dakota Mortgage, the
South Dakota Mortgage Trustee.


 


“Notice
of Default” has the meaning specified in Section 701.


 


“Officer’s
Certificate” means a certificate signed by an Authorized
Officer and delivered to the Trustee.


 


“Opinion
of Counsel” means a written opinion of counsel, who may
be counsel for the Company or other counsel reasonably acceptable to the
Trustee, and who may be an employee or Affiliate of the Company.


 


“Outstanding”,
when used with respect to Securities, means, as of the date of determination,
all Securities theretofore authenticated and delivered under this Indenture, except:


 


6





















 


(a)           Securities theretofore canceled or
delivered to the Trustee for cancellation;


 


(b)           Securities, or portions thereof, for
whose payment or redemption or repayment at the option of the Holder money in
the necessary amount has been theretofore deposited with the Trustee or any
Paying Agent (other than the Company) in trust or set aside and segregated in
trust by the Company (if the Company shall act as its own Paying Agent) for the
Holders of such Securities; provided that, if such Securities are to be
redeemed, notice of such redemption has been duly given pursuant to this
Indenture or provision therefor satisfactory to the Trustee has been made;


 


(c)           Securities, except to the extent
provided in Sections 602 and 603, with respect to which the Company has
effected legal defeasance and/or covenant defeasance as provided in Article
Six; and


 


(d)           Securities which have been paid
pursuant to Section 306 or in exchange for or in lieu of which other Securities
have been authenticated and delivered pursuant to this Indenture, other than
any such Securities in respect of which there shall have been presented to the
Trustee proof satisfactory to it and the Company that such Securities are held
by a bona fide purchaser or purchasers in whose hands such Securities are valid
obligations of the Company;


 


provided, however, that
in determining whether or not the Holders of the requisite principal amount of
the Securities Outstanding under this Indenture, or the Outstanding Securities
of any series or Tranche, have given or made any request, demand,
authorization, direction, notice, consent or waiver hereunder or whether or not
a quorum is present at a meeting of Holders of Securities,


 


(x)            Securities
owned by the Company or any other obligor upon the
Securities or any Affiliate of the Company or of such other obligor (unless the
Company, such obligor or such Affiliate owns all Securities Outstanding under
this Indenture, or all Outstanding Securities of each such series and each such
Tranche, as the case may be, determined without regard to this clause (x))
shall be disregarded and deemed not to be Outstanding, except that, in
determining whether the Trustee shall be protected in relying upon any such
request, demand, authorization, direction, notice, consent or waiver or upon
any such determination as to the presence of a quorum, only Securities which
the Trustee knows to be so owned shall be so disregarded; provided, however,
that Securities so owned which have been pledged in good faith may be regarded
as Outstanding if it is established to the reasonable satisfaction of the
Trustee that the pledgee, and not the Company, any such other obligor or
Affiliate of either thereof, has the right so to act with respect to such
Securities and that the pledgee is not the Company or any other obligor upon
the Securities or any Affiliate of the Company or of such other obligor; and


 


7





















 


(y)           the principal amount of a Discount
Security that shall be deemed to be Outstanding for such purposes shall be the
amount of the principal thereof that would be due and payable as of the date of
such determination upon a declaration of acceleration of the Maturity thereof
pursuant to Section 702; and


 


provided, further, that,
in the case of any Security the principal of which is payable from time to time
without presentment or surrender, the principal amount of such Security that
shall be deemed to be Outstanding at any time for all purposes of this Indenture
shall be the original principal amount thereof less the aggregate amount of
principal thereof theretofore paid.


 


“Outstanding”, when used with
respect to First Mortgage Bonds, has the meaning specified in the related
Mortgage.


 


“Paying Agent”  means any Person, including the Company, authorized by the
Company to pay the principal of and premium, if any, or interest, if any, on
any Securities on behalf of the Company.


 


“Periodic
Offering” means an offering of Securities of a series
from time to time any or all of the specific terms of which Securities,
including without limitation the rate or rates of interest, if any, thereon,
the Stated Maturity or Maturities thereof and the redemption provisions, if
any, with respect thereto, are to be determined by the Company or its agents
from time to time subsequent to the initial request for the authentication and
delivery of such Securities by the Trustee, all as contemplated in Section 301
and clause (b) of Section 303.


 


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


 


“Place of
Payment”, when used with respect to the Securities of any
series, or any Tranche thereof, means the place or places, specified as
contemplated by Section 301, at which, subject to Section 502, principal of and
premium, if any, and interest, if any, on the Securities of such series or
Tranche are payable.


 


“Predecessor
Security” of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 306 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed (to the extent
lawful) to evidence the same debt as the mutilated, destroyed, lost or stolen
Security.


 


“Redemption
Date”, when used with respect to any Security to be
redeemed, means the date fixed for such redemption by or pursuant to this
Indenture.


 


“Redemption
Price”, when used with respect to any Security to be
redeemed, means the price at which it is to be redeemed pursuant to this
Indenture.


 


“Regular
Record Date” for the interest payable on any Interest
Payment Date on the Securities of any series means the date specified for that
purpose as contemplated by Section 301.


 


8





















 


“Required
Currency” has the meaning specified in Section 311.


 


“Responsible
Officer”, when used with respect to the Trustee, means
any officer of the Trustee assigned by the Trustee to administer its corporate
trust matters.


 


“Restricted
Subsidiary” when used with respect to the Securities of
any series means the Persons specified as such as contemplated by Section 301
with respect to such series.


 


“Securities”
means any bonds, notes and other evidences of indebtedness authenticated and
delivered under this Indenture.


 


“Security Register” and “Security Registrar” have the
respective meanings specified in Section 305.


 


“South
Dakota Mortgage” means the General Mortgage Indenture and
Deed of Trust, dated as of August 1, 1993, of the Company to JPMorgan Chase
Bank (as successor thereunder to The Chase Manhattan Bank (National
Association)), as trustee (together with its successors in such capacity, the “South Dakota Mortgage Trustee”), as such indenture has been
heretofore and is hereafter amended and supplemented.


 


“Special
Record Date” for the payment of any Defaulted Interest on
the Securities of any series means a date fixed by the Trustee pursuant to
Section 307.


 


“Stated
Interest Rate” means a rate (whether fixed or variable)
at which an obligation by its terms is stated to bear simple interest.  Any calculation or other determination to be
made under this Indenture by reference to the Stated Interest Rate on an
obligation shall be made (a) if the Company’s obligations in respect of
any other indebtedness shall be evidenced or secured in whole or in part by such
obligation, by reference to the lower of the Stated Interest Rate on such
obligation and the Stated Interest Rate on such other indebtedness and
(b) without regard to the effective interest cost to the Company of such
obligation or of any such other indebtedness.


 


“Stated
Maturity”, when used with respect to any obligation or
any installment of principal thereof or interest thereon, means the date on
which the principal of such obligation or such installment of principal or
interest is stated to be due and payable (without regard to any provisions for
redemption, prepayment, acceleration, purchase or extension).


 


“Successor”
has the meaning set forth in Section 1001.


 


“Tranche”
means a group of Securities which (a) are of the same series and (b) have identical
terms except as to principal amount and/or date of issuance.


 


“Trustee”
means the Person named as the “Trustee” in the first paragraph of this
Indenture until a successor trustee shall have become such with respect to one
or more series of Securities pursuant to the applicable provisions of this
Indenture, and thereafter “Trustee” shall mean or include each Person who is
then a Trustee hereunder, and, if at any time there is more than one Person
acting as trustee hereunder, “Trustee” shall mean each such Person so acting.


 


9





















 


“Trust
Indenture Act” means, the Trust Indenture Act of 1939,
and the rules and regulations promulgated thereunder, as in force at the date
of this Indenture, or if this Indenture is first qualified under said Act after
the first issuance of Securities, as in force at the date of such qualification.


 


“United
States” means the United States of America, its
Territories, its possessions and other areas subject to its political
jurisdiction.


 


“Voting Stock” of any Person as
of any date means the Capital Stock of such Person that is at the time entitled
to vote in the election of the Board of Directors of such Person.


 


SECTION
102.    Compliance Certificates and Opinions.


 


(a)   Except as otherwise expressly provided in this Indenture,
upon any application or request by the Company to the Trustee to take any
action under any provision of this Indenture, the Company shall furnish to the
Trustee an Officer’s Certificate stating that all conditions precedent, if any,
provided for in this Indenture relating to the proposed action have been
complied with and an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent, if any, have been complied with, it
being understood that in the case of any such application or request as to
which the furnishing of such documents is specifically required by any
provision of this Indenture relating to such particular application or request,
no additional certificate or opinion need be furnished.


 


(b)   Every certificate or opinion with respect to compliance
with a condition or covenant provided for in this Indenture shall include:


 


(i)            a
statement that each individual signing such certificate or opinion has read
such covenant or condition and the definitions herein relating thereto;


 


(ii)           a
brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion
are based;


 


(iii)          a
statement that, in the opinion of each such individual, such individual has
made such examination or investigation as is necessary to enable such
individual to express an informed opinion as to whether or not such covenant or
condition has been complied with; and


 


(iv)          a
statement as to whether, in the opinion of each such individual, such condition
or covenant has been complied with.


 


SECTION
103.    Content and Form of Documents Delivered to
Trustee.


 


(a)   Any Officer’s Certificate may be based (without further
examination or investigation), insofar as it relates to or is dependent upon
legal matters, upon an opinion of, or representations by, counsel, unless, in
any case, such officer has actual knowledge that the certificate or opinion or
representations with respect to the matters upon which such Officer’s
Certificate may be based as aforesaid are erroneous.


 


10





















 


Any Opinion of Counsel may be based (without further
examination or investigation), insofar as it relates to or is dependent upon
factual matters, information with respect to which is in the possession of the
Company, upon a certificate of, or representations by, an officer or officers
of the Company, unless such counsel has actual knowledge that the certificate
or opinion or representations with respect to the matters upon which his
opinion may be based as aforesaid are erroneous.  In addition, any Opinion of Counsel may be
based (without further examination or investigation), insofar as it relates to
or is dependent upon matters covered in an Opinion of Counsel rendered by other
counsel, upon such other Opinion of Counsel, unless such counsel has actual
knowledge that the Opinion of Counsel rendered by such other counsel with
respect to the matters upon which his Opinion of Counsel may be based as
aforesaid are erroneous.  If, in order to
render any Opinion of Counsel provided for herein, the signer thereof shall
deem it necessary that additional facts or matters be stated in any Officer’s
Certificate provided for herein, then such certificate may state all such
additional facts or matters as the signer of such Opinion of Counsel may
request.


 


(b)   In any case where several matters are required to be
certified by, or covered by an opinion of, any specified Person, it is not
necessary that all such matters be certified by, or covered by the opinion of,
only one such Person, or that they be so certified or covered by only one
document, but one such Person may certify or give an opinion with respect to
some matters and one or more other such Persons as to other matters, and any
such Person may certify or give an opinion as to such matters in one or several
documents.  Where any Person is required
to make, give or execute two or more applications, requests, consents,
certificates, statements, opinions or other instruments under this Indenture,
they may, but need not, be consolidated and form one instrument.


 


(c)   Whenever, subsequent to the receipt by the Trustee of any
Board Resolution, Officer’s Certificate, Opinion of Counsel or other document
or instrument, a clerical, typographical or other inadvertent or unintentional
error or omission shall be discovered therein, a new document or instrument may
be substituted therefor in corrected form with the same force and effect as if originally
filed in the corrected form and, irrespective of the date or dates of the
actual execution and/or delivery thereof, such substitute document or
instrument shall be deemed to have been executed and/or delivered as of the
date or dates required with respect to the document or instrument for which it
is substituted.  Anything in this
Indenture to the contrary notwithstanding, if any such corrective document or
instrument indicates that action has been taken by or at the request of the
Company which could not have been taken had the original document or instrument
not contained such error or omission, the action so taken shall not be
invalidated or otherwise rendered ineffective but shall be and remain in full
force and effect, except to the extent that such action was a result of willful
misconduct or bad faith.  Without
limiting the generality of the foregoing, any Securities issued under the
authority of such defective document or instrument shall nevertheless be the
valid obligations of the Company entitled to the benefits provided by this
Indenture equally and ratably with all other Outstanding Securities, except as
aforesaid.


 


11





















 


SECTION
104.    Acts of Holders.


 


(a)   Any request, demand, authorization, direction, notice,
consent, election, waiver, vote or other action provided by this Indenture to
be made, given or taken by Holders may be embodied in and evidenced by one or
more instruments of substantially similar tenor signed by such Holders in person
or by an agent duly appointed in writing or, alternatively, may be embodied in
and evidenced by the record of Holders voting in favor thereof, either in
person or by proxies duly appointed in writing, at any meeting of Holders duly
called and held in accordance with the provisions of Article Twelve, or a
combination of such instruments and any such record.  Except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments
or record or both are delivered to the Trustee and, where it is hereby
expressly required, to the Company.  Such
instrument or instruments and any such record (and the action embodied therein
and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments
and so voting at any such meeting.  Proof
of execution of any such instrument or of a writing appointing any such agent,
or of the holding by any Person of a Security, shall be sufficient for any
purpose of this Indenture and (subject to Section 801) conclusive in favor of
the Trustee and the Company, if made in the manner provided in this
Section.  The record of any meeting of
Holders shall be proved in the manner provided in Section 1206.


 


(b)   The fact and date of the execution by any Person of any
such instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof or may be
proved in any other manner which the Trustee and the Company deem
sufficient.  Where such execution is by a
signer acting in a capacity other than his individual capacity, such
certificate or affidavit shall also constitute sufficient proof of his
authority.


 


(c)   The ownership of Securities, the principal amount (except
as otherwise contemplated in clause (y) of the first proviso to the definition
of Outstanding) and serial numbers of Securities held by any Person, and the
date of holding the same, shall be proved by the Security Register.


 


(d)   Any request, demand, authorization, direction, notice,
consent, election, waiver or other Act of a Holder shall bind every future
Holder of the same Security and the Holder of every Security issued upon the
registration of transfer thereof or in exchange therefor or in lieu thereof in
respect of anything done, omitted or suffered to be done by the Trustee or the
Company in reliance thereon, whether or not notation of such action is made
upon such Security.


 


(e)   Until such time as written instruments shall have been
delivered to the Trustee with respect to the requisite percentage of principal
amount of Securities for the action contemplated by such instruments, any such
instrument executed and delivered by or on behalf of a Holder may be revoked
with respect to any or all of such Securities by written notice by such Holder
or any subsequent Holder, proven in the manner in which such instrument was
proven.


 


12





















 


(f)    Securities of any series, or any Tranche thereof,
authenticated and delivered after any Act of Holders may, and shall if required
by the Trustee, bear a notation in form approved by the Trustee as to any
action taken by such Act of Holders.  If
the Company shall so determine, new Securities of any series, or any Tranche
thereof, so modified as to conform, in the opinion of the Trustee and the Company,
to such action may be prepared and executed by the Company and authenticated
and delivered by the Trustee in exchange for Outstanding Securities of such
series or Tranche.


 


(g)   The Company may, at its option, by Company Order, fix in
advance a record date for the determination of Holders entitled to give any
request, demand, authorization, direction, notice, consent, waiver, vote or
other Act solicited by the Company, but the Company shall have no obligation to
do so; provided, however, that the Company may not fix a record date for the
giving or making of any notice, declaration, request or direction referred to
in the next sentence.  In addition, the
Trustee may, at its option, fix in advance a record date for the determination
of Holders of Securities of any series entitled to join in the giving or making
of any Notice of Default, any declaration of acceleration referred to in
Section 702, any request to institute proceedings referred to in Section 707 or
any direction referred to in Section 712, in each case with respect to
Securities of such series.  If any such
record date is fixed, such request, demand, authorization, direction, notice,
consent, waiver or other Act, or such notice, declaration, request or
direction, may be given before or after such record date, but only the Holders
of record at the close of business on the record date shall be deemed to be
Holders for the purposes of determining (i) whether Holders of the requisite
proportion of the Outstanding Securities have authorized or agreed or consented
to such Act (and for that purpose the Outstanding Securities shall be computed
as of the record date) and/or (ii) which Holders may revoke any such Act
(notwithstanding subsection (e) of this Section); and any such Act, given as
aforesaid, shall be effective whether or not the Holders which authorized or
agreed or consented to such Act remain Holders after such record date and
whether or not the Securities held by such Holders remain Outstanding after
such record date.


 


SECTION
105.    Notices, Etc. to Trustee and Company.


 


Any request, demand, authorization, direction, notice,
consent, election, waiver or Act of Holders or other document provided or
permitted by this Indenture to be made upon, given or furnished to, or filed
with, the Trustee by any Holder or by the Company, or the Company by the
Trustee or by any Holder, shall be sufficient for every purpose hereunder
(unless otherwise expressly provided herein) if the same shall be in writing
and delivered personally to an officer or other responsible employee of the
addressee, or transmitted by facsimile transmission, telex or other direct
written electronic means to such telephone number or other electronic
communications address set forth opposite such parties name below or as the
parties hereto shall from time to time designate, or transmitted by registered
mail, charges prepaid, to the applicable address set opposite such party’s name
below or to such other address as either party hereto may from time to time
designate:


 


13





















 


If to the Trustee, to:


 


U.S. Bank National
Association


60 Livingston
Avenue


St. Paul,
Minnesota  55107


Attention:  Richard Prokosch


Telephone:  651-495-3918


Facsimile:  651-495-8097


 


If to the Company, to:


 


NorthWestern
Corporation


125 S. Dakota
Avenue, Suite 1100


Sioux Falls, South
Dakota  57104


Attention:  Corporate Secretary


Telephone:  (605) 782-5351


Facsimile:  (605) 978-2840


 


Any communication contemplated herein shall be deemed
to have been made, given, furnished and filed if personally delivered, on the date
of delivery, if transmitted by facsimile transmission, telex or other direct
written electronic means, on the date of transmission, and if transmitted by
registered mail, on the date of receipt.


 


SECTION
106.    Notice to Holders of Securities; Waiver.


 


Except as otherwise expressly provided herein, where
this Indenture provides for notice to Holders of any event, such notice shall
be sufficiently given, and shall be deemed given, to Holders if in writing and
mailed, first-class postage prepaid, to each Holder affected by such event, at
the address of such Holder as it appears in the Security Register, not later
than the latest date, and not earlier than the earliest date, prescribed for
the giving of such notice.


 


In case by reason of the suspension of regular mail
service or by reason of any other cause it shall be impracticable to give such
notice to Holders by mail, then such notification as shall be made with the
approval of the Trustee shall constitute a sufficient notification for every
purpose hereunder.  In any case where
notice to Holders is given by mail, neither the failure to mail such notice,
nor any defect in any notice so mailed, to any particular Holder shall affect
the sufficiency of such notice with respect to other Holders.


 


Any notice required by this Indenture may be waived in
writing by the Person entitled to receive such notice, either before or after
the event otherwise to be specified therein, and such waiver shall be the
equivalent of such notice.  Waivers of
notice by Holders shall be filed with the Trustee, but such filing shall not be
a condition precedent to the validity of any action taken in reliance upon such
waiver.


 


14





















 


SECTION
107.    Conflict with Trust Indenture Act.


 


If any provision of this
Indenture limits, qualifies or conflicts with another
provision hereof which is required or deemed to be included in this Indenture
by, or is otherwise governed by, any provision of the Trust Indenture Act, such
other provision shall control; and if any provision hereof otherwise conflicts
with a provision of the Trust Indenture Act that is required under the Trust
Indenture Act to be a part of and govern this Indenture, the Trust Indenture
Act shall control.  If any provision of
this Indenture modifies or excludes any provision of the Trust Indenture Act
which may be so modified or excluded, the latter provision shall be deemed to
apply to this Indenture as so modified, or shall be excluded, as the case may
be.


 


SECTION
108.    Effect of Headings and Table of Contents.


 


The Article and Section headings in this Indenture and
the Table of Contents are for convenience only and shall not affect the
construction hereof.


 


SECTION
109.    Successors and Assigns.


 


All covenants and agreements in this Indenture by the
Company shall bind its successors and assigns, whether so expressed or not.


 


SECTION
110.    Separability Clause.


 


In case any provision in this Indenture or the
Securities shall be held to be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.


 


SECTION
111.    Benefits of Indenture.


 


Nothing in this Indenture or the Securities, express
or implied, shall give to any Person, other than the parties hereto, their
successors hereunder and the Holders, any benefit or any legal or equitable
right, remedy or claim under this Indenture.


 


SECTION
112.    Governing Law.


 


This Indenture and the Securities shall be governed by
and construed in accordance with the law of the State of New York (including
without limitation Section 5-1401 of the New York General Obligations Law or
any successor to such statute), except to the extent that the Trust Indenture
Act shall be applicable.


 


SECTION
113.    Legal Holidays.


 


In any case where any Interest Payment Date,
Redemption Date or Stated Maturity of any Security shall not be a Business Day
at any Place of Payment, then (notwithstanding any other provision of this
Indenture or of the Securities other than a contrary provision in the
Securities of any series, or any Tranche thereof, or in the indenture
supplemental hereto, Board Resolution or Officer’s Certificate which
establishes the terms of the Securities of


 


15





















 


such series or Tranche) payment of interest or
principal and premium, if any, need not be made at such Place of Payment on
such date, but may be made on the next succeeding Business Day at such Place of
Payment with the same force and effect as if made on the Interest Payment Date
or Redemption Date, or at the Stated Maturity, and, if such payment is made or
duly provided for on such Business Day, no interest shall accrue on the amount
so payable for the period from and after such Interest Payment Date, Redemption
Date or Stated Maturity, as the case may be, to such Business Day.


 


SECTION
114.    Investment of Cash Held by Trustee.


 


Any cash held by the Trustee or any Paying Agent under
any provision of this Indenture shall, at the request of the Company evidenced
by Company Order, be invested or reinvested in Cash Equivalents designated by
the Company (such Company Order to contain a representation to the effect that
the securities designated therein constitute Cash Equivalents), and any interest
on such Cash Equivalents shall be promptly paid over to the Company as received
free and clear of any Lien.  Such Cash
Equivalents shall be held subject to the same provisions hereof as the cash
used to purchase the same, but upon a like request of the Company shall be
sold, in whole or in designated part, and the proceeds of such sale shall be
held subject to the same provisions hereof as the cash used to purchase the
Cash Equivalents so sold.  If such sale
shall produce a net sum less than the cost of the Cash Equivalents so sold, the
Company shall pay to the Trustee or any such Paying Agent, as the case may be,
such amount in cash as, together with the net proceeds from such sale, shall
equal the cost of the Cash Equivalents so sold, and if such sale shall produce
a net sum greater than the cost of the Cash Equivalents so sold, the Trustee or
any such Paying Agent, as the case may be, shall promptly pay over to the
Company an amount in cash equal to such excess, free and clear of any Lien.  In no event shall the Trustee be liable for
any loss incurred in connection with the sale of any Investment Security
pursuant to this Section.


 


Notwithstanding the foregoing, if an Event of Default
shall have occurred and be continuing, interest on Cash Equivalents and any
gain upon the sale thereof shall be held, in trust, until such Event of Default
shall have been cured or waived, whereupon such interest and gain shall be
promptly paid over to the Company free and clear of any Lien.


 


“Cash Equivalents”
means:


 


(a)           United
States dollars; (b) securities issued or directly and fully guaranteed or
insured by the United States government or any agency or instrumentality of the
United States government (provided that
the full faith and credit of the United States is pledged in support of those
securities) having maturities of not more than one year from the date of
acquisition; (c) certificates of deposit and eurodollar time deposits with
maturities of one year or less from the date of acquisition, bankers’
acceptances with maturities not exceeding one year and overnight bank deposits,
in each case, with any domestic commercial bank having capital and surplus in
excess of $500.0 million and a Thomson Bank Watch Rating of “B” or better; (d)
repurchase obligations with a term of not more than seven days for underlying
securities of the types described in clauses (b) and (c) above entered into
with any financial institution meeting the qualifications specified in clause
(3) above; (e) commercial paper having one or the two highest ratings
obtainable from Moody’s Investors Service, Inc. or Standard & Poor’s Rating
Group, Inc.


 


16





















 


(or any successor to the business of either thereof)
and in each case maturing within one year after the date of acquisition; and
(f) money market funds at least 95% of the assets of which constitute Cash
Equivalents of the kinds described in clauses (a) through (e) of this
definition.


 


ARTICLE TWO



Security Forms


 


SECTION
201.    Forms Generally.


 


The definitive Securities of each series shall be in
substantially the form or forms established in the Officer’s Certificate, the
indenture supplemental hereto or the Board Resolution establishing such series,
in any case with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Indenture, and may have
such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or as may, consistently herewith, be determined by the
officers executing such Securities, as evidenced by their execution of the
Securities.  If the form or forms of
Securities of any series are established in a Board Resolution or in an Officer’s
Certificate, such Board Resolution and Officer’s Certificate, if any, shall be
delivered to the Trustee at or prior to the delivery of the Company Order
contemplated by Section 303 for the authentication and delivery of such
Securities.


 


The Securities of each series shall be issuable in
registered form without coupons.  The
definitive Securities shall be produced in such manner as shall be determined
by the officers executing such Securities, as evidenced by their execution
thereof.


 


SECTION
202.    Form of Trustee’s Certificate of
Authentication.


 


The Trustee’s certificate of authentication shall be
in substantially the form set forth below:


 


This is one of the
Securities of the series designated therein referred to in the within-mentioned
Indenture.


 


	
   

  	
   

  	
   

  
	
   

  	
  as Trustee

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized
  Officer

  	
   

  



 


ARTICLE THREE



The Securities


 


SECTION
301.    Amount Unlimited; Issuable in Series.


 


The aggregate principal amount of Securities which may
be authenticated and delivered under this Indenture is unlimited.


 


17





















 


The Securities may be issued in one or more
series.  Subject to the last paragraph of
this Section, prior to the authentication and delivery of Securities of any
series there shall be established by specification in a supplemental indenture,
an Officer’s Certificate or a Board Resolution:


 


(a)   the title of the Securities of such series (which shall
distinguish the Securities of such series from Securities of all other series);


 


(b)   any limit upon the aggregate principal amount of the
Securities of such series which may be authenticated and delivered under this
Indenture (except for Securities authenticated and delivered upon registration
of transfer of, or in exchange for, or in lieu of, other Securities of such
series pursuant to Section 304, 305, 306, 406 or 1106 and except for any
Securities which, pursuant to Section 303, are deemed never to have been
authenticated and delivered hereunder);


 


(c)   the Persons (without specific identification) to whom
interest, if any, on Securities of such series, or any Tranche thereof, shall
be payable, if other than the Persons in whose names such Securities (or one or
more Predecessor Securities) are registered at the close of business on the
Regular Record Date for such interest;


 


(d)   the date or dates on which the principal of the Securities
of such series, or any Tranche thereof, is payable or any formulary or other
method or other means by which such date or dates shall be determined, by
reference to an index or other fact or event ascertainable outside of this
Indenture or otherwise (without regard to any provisions for redemption,
prepayment, acceleration, purchase or extension);


 


(e)   the rate or rates at which the Securities of such series,
or any Tranche thereof, shall bear interest, if any (including the rate or
rates at which overdue principal shall bear interest, if different from the
rate or rates at which such Securities shall bear interest prior to Maturity,
and, if applicable, the rate or rates at which overdue premium or interest
shall bear interest, if any), or any formulary or other method or other means
by which such rate or rates shall be determined, by reference to an index or
other fact or event ascertainable outside of this Indenture or otherwise; the
date or dates from which such interest shall accrue; the Interest Payment Dates
on which such interest shall be payable and the Regular Record Date, if any,
for the interest payable on such Securities on any Interest Payment Date; the
basis of computation of interest, if other than as provided in Section 310;


 


(f)    the place or places at which and/or the methods (if other
than as provided elsewhere in this Indenture) by which (i) the principal of and
premium, if any, and interest, if any, on Securities of such series, or any
Tranche thereof, shall be payable, (ii) registration of transfer of Securities
of such series, or any Tranche thereof, may be effected, (iii) exchanges of
Securities of such series, or any Tranche thereof, may be effected and (iv)
notices and demands to or upon the Company in respect of the Securities of such
series, or any Tranche thereof, and this Indenture may be served; the Security
Registrar and any Paying Agent or Agents for such series or Tranche; and, if
such is the case, that the principal of such Securities shall be payable
without the presentment or surrender thereof;


 


18





















 


(g)   the period or periods within which or the date or dates on
which, the price or prices at which and the terms and conditions upon which the
Securities of such series, or any Tranche thereof, may be redeemed, in whole or
in part, at the option of the Company;


 


(h)   the obligation or obligations, if any, of the Company to
redeem or purchase or repay the Securities of such series, or any Tranche
thereof, pursuant to any sinking fund or other mandatory redemption provisions
or at the option of a Holder thereof and the period or periods within which or
the date or dates on which, the price or prices at which and the terms and
conditions upon which such Securities shall be redeemed or purchased or repaid,
in whole or in part, pursuant to such obligation, and applicable exceptions to
the requirements of Section 404 in the case of mandatory redemption or
redemption or repayment at the option of the Holder;


 


(i)    the denominations in which Securities of such series, or
any Tranche thereof, shall be issuable if other than denominations of One
Thousand Dollars ($1,000) and any integral multiple thereof;


 


(j)    the currency or currencies, including composite
currencies, in which payment of the principal of or premium, if any, or
interest, if any, on the Securities of such series, or any Tranche thereof,
shall be payable (if other than in Dollars) and the formulary or other method
or other means by which the equivalent of any such amount in Dollars is to be
determined for any purpose, including for the purpose of determining the
principal amount of such Securities deemed to be Outstanding at any time;


 


(k)   the series of First Mortgage Bonds (to be issued under either
one or both of the Mortgages) to provide security for the payment of principal
of, premium (if any) and interest (if any) on the Securities of such series (and,
if there are more than one such series of First Mortgage Bonds, the Applicable
Basis with respect thereto); and if applicable with respect to the Securities
of such series, any provisions providing for the termination of the lien of
this Indenture upon the related First Mortgage Bonds in addition to those
provisions contained in Section 315 hereof;


 


(l)    if the principal of or premium, if any, or interest, if
any, on the Securities of such series, or any Tranche thereof, are to be
payable, at the election of the Company or a Holder thereof, in a coin or currency
other than that in which the Securities are stated to be payable, the period or
periods within which, and the terms and conditions upon which, such election
may be made;


 


(m)  if the principal of or premium, if any, or interest, if any,
on the Securities of such series, or any Tranche thereof, are to be payable, or
are to be payable at the election of the Company or a Holder thereof, in
securities or other property, the type and amount of such securities or other
property, or the formulary or other method or other means by which such amount
shall be determined, and the period or periods within which, and the terms and
conditions upon which, any such election may be made;


 


(n)   if the amount payable in respect of the principal of or
premium, if any, or interest, if any, on the Securities of such series, or any
Tranche thereof, may be determined


 


19





















 


with reference to
an index or other fact or event ascertainable outside of this Indenture, the
manner in which such amounts shall be determined (to the extent not established
pursuant to clause (e) of this paragraph);


 


(o)   if other than the principal amount thereof, the portion of
the principal amount of Securities of such series, or any Tranche thereof,
which shall be payable upon declaration of acceleration of the Maturity thereof
pursuant to Section 702;


 


(p)   any Events of Default, in addition to those specified in
Section 701, or any exceptions to those specified in Section 701, with respect
to the Securities of any series, any covenants of the company for the benefit
of the Holders of such Securities, in addition to those set forth herein, and
any Restricted Subsidiaries that shall be specified with respect to any such
covenants and the Securities of any series;


 


(q)   the terms, if any, pursuant to which the Securities of such
series, or any Tranche thereof, may be converted into or exchanged for shares
of capital stock or other securities of the Company or any other Person;


 


(r)    the obligations or instruments, if any, which shall be
considered to be Eligible Obligations in respect of the Securities of such
series, or any Tranche thereof, denominated in a currency other than Dollars or
in a composite currency, and any modification or provisions in addition to or in
lieu of the provisions set forth in Article Six in respect of the Securities of
such series;


 


(s)   if the Securities of such series, or any Tranche thereof,
are to be issued in global form, (i) any limitations on the rights of the
Holder or Holders of such Securities to transfer or exchange the same or to
obtain the registration of transfer thereof, (ii) any limitations on the rights
of the Holder or Holders thereof to obtain certificates therefor in definitive
form in lieu of global or temporary forms and (iii) any other matters
incidental to such Securities;


 


(t)    if the Securities of such series, or any Tranche thereof,
are to be issuable as bearer securities, any and all matters incidental thereto
which are not specifically addressed in a supplemental indenture as
contemplated by clause (f) of Section 1101;


 


(u)   to the extent not established pursuant to clause (r) of
this paragraph, any limitations on the rights of the Holders of the Securities
of such Series, or any Tranche thereof, to transfer or exchange such Securities
or to obtain the registration of transfer thereof; and if a service charge will
be made for the registration of transfer or exchange of Securities of such
series, or any Tranche thereof, the amount or terms thereof;


 


(v)   any exceptions to Section 113, or variation in the
definition of Business Day, with respect to the Securities of such series, or
any Tranche thereof; and


 


(w)  any other terms of the Securities of such series, or any
Tranche thereof.


 


With respect to Securities of a series subject to a
Periodic Offering, the indenture supplemental hereto, the Officer’s Certificate
or the Board Resolution which establishes such


 


20





















 


series, as the case may be, may provide general terms
or parameters for Securities of such series and provide either that the
specific terms of Securities of such series, or any Tranche thereof, shall be
specified in a Company Order or that such terms shall be determined by the
Company or its agents in accordance with procedures specified in a Company
Order as contemplated by clause (b) of Section 303.


 


If specified with respect to a series of Securities
pursuant to Section 301(b), any limit upon the aggregate principal amount of a
series of Securities may be increased without the consent of any Holders and
additional Securities of such series may be authenticated and delivered up to
the limit upon the aggregate principal amount authorized with respect to such
series as so increased.


 


SECTION
302.    Denominations.


 


Unless otherwise provided as contemplated by Section
301 with respect to any series of Securities, or any Tranche thereof, the
Securities of each series shall be issuable in denominations of One Thousand
Dollars ($1,000) and any integral multiple thereof.


 


SECTION
303.    Execution, Dating, Certificate of
Authentication.


 


Unless otherwise provided as contemplated by Section
301 with respect to any series of Securities, or any Tranche thereof, the
Securities shall be executed on behalf of the Company by an Authorized Officer,
and may have the corporate seal of the Company affixed thereto or reproduced
thereon and attested by any other Authorized Officer.  The signature of any or all of these officers
on the Securities may be manual or facsimile.


 


Securities bearing the manual or facsimile signatures
of individuals who were at the time of execution Authorized Officers of the
Company shall bind the Company, notwithstanding that such individuals or any of
them have ceased to hold such offices prior to the authentication and delivery
of such Securities or did not hold such offices at the date of such Securities.


 


The Trustee shall authenticate and deliver Securities
of a series, for original issue, at one time or from time to time in accordance
with the Company Order referred to below, upon receipt by the Trustee of:


 


(a)   the instrument or instruments establishing the form or
forms and terms of such series, as provided in Sections 201 and 301;


 


(b)   a Company Order requesting the authentication and delivery
of such Securities and, to the extent that the terms of such Securities shall
not have been established in an indenture supplemental hereto, an Officer’s
Certificate or a Board Resolution, all as contemplated by Sections 201 and 301,
either (i) establishing such terms or (ii) in the case of Securities of a
series subject to a Periodic Offering, specifying procedures, acceptable to the
Trustee, by which such terms are to be established (which procedures may
provide for authentication and delivery pursuant to oral or electronic
instructions from the Company or any agent or agents thereof, which oral
instructions are to be promptly confirmed


 


21





















 


electronically or
in writing), in either case in accordance with the instrument or instruments
delivered pursuant to clause (a) above;


 


(c)   Securities of such series, executed on behalf of the
Company by an Authorized Officer;


 


(d)   an Opinion of Counsel to the effect that:


 


(i)            the
form or forms of such Securities have been duly authorized by the Company and
have been established in conformity with the provisions of this Indenture;


 


(ii)           the
terms of such Securities have been duly authorized by the Company and have been
established in conformity with the provisions of this Indenture; and


 


(iii)          when
such Securities shall have been authenticated and delivered by the Trustee and
issued and delivered by the Company in the manner and subject to any conditions
specified in such Opinion of Counsel, such Securities will constitute valid and
binding obligations of the Company, enforceable against the Company in
accordance with their terms, subject to Customary Exceptions, and entitled to
the benefits provided by this Indenture;


 


provided, however,
that, with respect to Securities of a series subject to a Periodic Offering,
the Trustee shall be entitled to receive such Opinion of Counsel only once at
or prior to the time of the first authentication and delivery of such
Securities (provided that such Opinion of Counsel addresses the authentication
and delivery of all Securities of such series) and that, in lieu of the
opinions described in clauses (ii) and (iii) above, such Opinion of Counsel may
be to the effect that:


 


(x)            when
the terms of such Securities shall have been established pursuant to a Company
Order or Orders or pursuant to such procedures as may be specified from time to
time by a Company Order or Orders, all as contemplated by and in accordance
with the instrument or instruments delivered pursuant to clause (a) above, such
terms will have been duly authorized by the Company and will have been
established in conformity with the provisions of this Indenture; and


 


(y)           when
such Securities shall have been authenticated and delivered by the Trustee in
accordance with this Indenture and the Company Order or Orders or the specified
procedures referred to in paragraph (x) above and issued and delivered by the
Company in the manner and subject to any conditions specified in such Opinion
of Counsel, such Securities will constitute valid and binding obligations of
the Company, enforceable against the Company in accordance with their terms,
subject to Customary Exceptions, and entitled to the benefits provided by this
Indenture; and


 


22





















 


(e)   the First Mortgage Bond or First Mortgage Bonds and
documents specified in Section 312.


 


With respect to Securities of a series subject to a
Periodic Offering, the Trustee may conclusively rely, as to the authorization
by the Company of any of such Securities, the forms and terms thereof, the
validity thereof and the compliance of the authentication and delivery thereof
with the terms and conditions of this Indenture, upon the Opinion or Opinions
of Counsel and the certificates and other documents delivered pursuant to this
Article at or prior to the time of the first authentication and delivery of
Securities of such series until any of such opinions, certificates or other
documents have been superseded or revoked or expire by their terms.  In connection with the authentication and
delivery of Securities of a series subject to a Periodic Offering, the Trustee
shall be entitled to assume that the Company’s instructions to authenticate and
deliver such Securities do not violate any applicable law or any applicable
rule, regulation or order of any Governmental Authority having jurisdiction
over the Company.


 


If the form or terms of the Securities of any series
have been established by or pursuant to a Board Resolution or an Officer’s
Certificate as permitted by Sections 201 or 301, the Trustee shall not be
required to authenticate such Securities if the issuance of such Securities
pursuant to this Indenture will affect the Trustee’s own rights, duties or
immunities under the Securities and this Indenture or otherwise in a manner
which is not reasonably acceptable to the Trustee.


 


Unless otherwise specified as contemplated by Section
301 with respect to any series of Securities, or any Tranche thereof, each
Security shall be dated the date of its authentication.


 


Unless otherwise specified as contemplated by Section
301 with respect to any series of Securities, or any Tranche thereof, no
Security shall be entitled to any benefit under this Indenture or be valid or
obligatory for any purpose unless there appears on such Security a certificate
of authentication substantially in the form provided for herein executed by the
Trustee or an Authenticating Agent by manual signature of an authorized officer
thereof, and such certificate upon any Security shall be conclusive evidence, and
the only evidence, that such Security has been duly authenticated and delivered
hereunder and is entitled to the benefits of this Indenture.  Notwithstanding the foregoing, if (a) any
Security shall have been authenticated and delivered hereunder to the Company,
or any Person acting on its behalf, but shall never have been issued and sold
by the Company, (b) the Company shall deliver such Security to the Security
Registrar for cancellation or shall cancel such Security and deliver evidence
of such cancellation to the Trustee, in each case as provided in Section 309,
and (c) the Company, at its election, shall deliver to the Trustee a written
statement (which need not comply with Section 102 and need not be accompanied
by an Officer’s Certificate or an Opinion of Counsel) stating that such
Security has never been issued and sold by the Company, then, for all purposes
of this Indenture, such Security shall be deemed never to have been
authenticated and delivered hereunder and shall never be entitled to the benefits
hereof.


 


23





















 


SECTION
304.    Temporary Securities.


 


Pending the preparation of definitive Securities of
any series, or any Tranche thereof, the Company may execute, and upon Company
Order the Trustee shall authenticate and deliver, temporary Securities which
are printed, lithographed, typewritten, mimeographed, photocopied or otherwise
produced, in any authorized denomination, substantially of the tenor of the
definitive Securities in lieu of which they are issued, with such appropriate
insertions, omissions, substitutions and other variations as the officers
executing such Securities may determine, as evidenced by their execution of
such Securities; provided, however, that temporary Securities need not recite
specific redemption, sinking fund, conversion or exchange provisions.


 


Except as otherwise specified as contemplated by
Section 301 with respect to the Securities of any series, or any Tranche
thereof, after the preparation of definitive Securities of such series or
Tranche, the temporary Securities of such series or Tranche shall be
exchangeable, without charge to the Holder thereof, for definitive Securities
of such series or Tranche upon surrender of such temporary Securities at the
office or agency of the Company maintained pursuant to Section 502 in a Place
of Payment for such Securities.  Upon
such surrender of temporary Securities, the Company shall, except as aforesaid,
execute and the Trustee shall authenticate and deliver in exchange therefor
definitive Securities of the same series and Tranche, of authorized
denominations and of like tenor and aggregate principal amount.


 


Until exchanged in full as hereinabove provided,
temporary Securities shall in all respects be entitled to the same benefits (and
subject to all the same limitations of rights) under this Indenture as
definitive Securities of the same series and Tranche and of like tenor
authenticated and delivered hereunder.


 


SECTION
305.    Registration, Registration of Transfer and
Exchange.


 


The Company shall cause to be kept in one of the
offices designated pursuant to Section 502, with respect to the Securities of
each series, or any Tranche thereof, a register (the “Security
Register”) in which, subject to such reasonable regulations as it
may prescribe, the Company shall provide for the registration of Securities of
such series or Tranche and the registration of transfer thereof.  The Company shall designate one Person to
maintain the Security Register for the Securities of each series and such
Person is referred to herein, with respect to such series, as the “Security Registrar”. 
Anything herein to the contrary notwithstanding, the Company may
designate one or more of its offices as an office in which a register with
respect to the Securities of one or more series, or any Tranche or Tranches
thereof, shall be maintained, and the Company may designate itself the Security
Registrar with respect to one or more of such series.  The Security Register shall be open for
inspection by the Trustee and the Company at all reasonable times.


 


Except as otherwise specified as contemplated by
Section 301 with respect to the Securities of any series, or any Tranche
thereof, upon presentment for registration of transfer of any Security of such
series or Tranche at the office or agency of the Company maintained pursuant to
Section 502 in a Place of Payment for such series or Tranche, and further upon
satisfaction of any conditions prescribed by applicable law, the Company shall
execute, and the Trustee shall authenticate and deliver, in the name of the
designated transferee or transferees, one


 


24





















 


or more new Securities of the same series and Tranche,
of authorized denominations and of like tenor and aggregate principal amount.


 


Except as otherwise specified as contemplated by
Section 301 with respect to the Securities of any series, or any Tranche
thereof, any Security of such series or Tranche may be exchanged at the option
of the Holder, for one or more new Securities of the same series and Tranche,
of authorized denominations and of like tenor and aggregate principal amount,
upon presentment of the Securities to be exchanged at any such office or
agency.  Whenever any Securities are so
presented for exchange, and upon satisfaction of any conditions prescribed by
applicable law, the Company shall execute, and the Trustee shall authenticate
and deliver, the Securities which the Holder making the exchange is entitled to
receive.


 


All Securities delivered upon any registration of
transfer or exchange of Securities shall be valid obligations of the Company,
evidencing the same debt, and entitled to the same benefits (and subject to the
same limitations of rights) under this Indenture, as the Securities presented
upon such registration of transfer or exchange.


 


Every Security presented for registration of transfer
or for exchange shall (if so required by the Company, the Trustee or the
Security Registrar) be duly endorsed or shall be accompanied by a written instrument
of transfer in form satisfactory to the Company, the Trustee or the Security
Registrar, as the case may be, duly executed by the Holder thereof or his
attorney duly authorized in writing.


 


Unless otherwise specified as contemplated by Section
301 with respect to Securities of any series, or any Tranche thereof, no
service charge shall be made for any registration of transfer or exchange of
Securities, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in connection with any
registration of transfer or exchange of Securities, other than exchanges
pursuant to Section 304, 406 or 1106 not involving any transfer.


 


The Company shall not be required to execute or to
provide for the registration of transfer of or the exchange of (a) Securities
of any series, or any Tranche thereof, during a period of fifteen (15) days
immediately preceding the date notice is to be given identifying the serial
numbers of the Securities of such series or Tranche called for redemption or
(b) any Security so selected for redemption in whole or in part, except the
unredeemed portion of any Security being redeemed in part.


 


SECTION
306.    Mutilated, Destroyed, Lost and Stolen
Securities.


 


If any mutilated Security is presented to the Trustee,
the Company shall execute and the Trustee shall authenticate and deliver in
exchange therefor a new Security of the same series and Tranche, and of like
tenor and principal amount and bearing a number not contemporaneously outstanding.


 


If there shall be delivered to the Company and the
Trustee (a) evidence to their satisfaction of the ownership of and the
destruction, loss or theft of any Security and (b) such security or indemnity
as may be reasonably required by them to save each of them and any agent of
either of them harmless, then, in the absence of notice to the Company or the
Trustee that such


 


25





















 


Security is held by a Person deemed to be a protected
purchaser under applicable law, the Company shall execute and the Trustee shall
authenticate and deliver, in lieu of any such destroyed, lost or stolen
Security, a new Security of the same series and Tranche, and of like tenor and
principal amount and bearing a number not contemporaneously outstanding.


 


Notwithstanding the foregoing, in case any such
mutilated, destroyed, lost or stolen Security has become or is about to become
due and payable, the Company in its discretion may, but subject to compliance
with the foregoing conditions, instead of issuing a new Security, pay such
Security.


 


Upon the issuance of any new Security under this
Section, the Company may require the payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in relation thereto and
any other reasonable expenses (including the fees and expenses of the Trustee)
in connection therewith.


 


Every new Security of any series issued pursuant to
this Section in lieu of any destroyed, lost or stolen Security shall constitute
an additional contractual obligation of the Company, whether or not the
destroyed, lost or stolen Security shall be at any time enforceable by anyone
other than the Holder of such new Security, and any such new Security shall be
entitled to all the benefits (and subject to all of the limitations of rights) of
this Indenture equally and proportionately with any and all other Securities of
such series duly issued hereunder.


 


The provisions of this Section are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Securities.


 


SECTION
307.    Payment of Interest; Interest Rights
Preserved.


 


Unless otherwise specified as contemplated by Section
301 with respect to the Securities of any series, or any Tranche thereof,
interest on any Security 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 Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest.


 


Any interest on any Security of any series which is
payable, but is not punctually paid or duly provided for, on any Interest
Payment Date (herein called “Defaulted Interest”),
shall forthwith cease to be payable to the Holder on the related Regular Record
Date by virtue of having been such Holder, and such Defaulted Interest may be
paid by the Company, at its election in each case, as provided in clause (a) or
(b) below:


 


(a)   The Company may elect to make payment of any Defaulted
Interest to the Persons in whose names the Securities of such series (or their
respective Predecessor Securities) are registered at the close of business on a
date (herein called a “Special Record Date”)
for the payment of such Defaulted Interest, which shall be fixed in the
following manner.  The Company shall
notify the Trustee in writing of the amount of Defaulted Interest proposed to
be paid on each Security of such series and the date of the proposed payment,
and at the same time the Company shall deposit with the Trustee an amount of
money equal to the aggregate amount proposed to be paid in respect of such
Defaulted Interest or shall


 


26





















 


make arrangements
satisfactory to the Trustee for such deposit prior to the date of the proposed
payment, such money when deposited to be held in trust for the benefit of the
Persons entitled to such Defaulted Interest as in this clause provided.  Thereupon the Trustee shall fix a Special
Record Date for the payment of such Defaulted Interest which shall be not more
than fifteen (15) days and not less than ten (10) days prior to the date of the
proposed payment and not less than ten (10) days after the receipt by the
Trustee of the notice of the proposed payment. 
The Trustee shall promptly notify the Company of such Special Record
Date and, in the name and at the expense of the Company, shall, not less than
ten (10) days prior to such Special Record Date, cause notice of the proposed
payment of such Defaulted Interest and the Special Record Date therefor to be
mailed, first-class postage prepaid, to each Holder of Securities of such
series at the address of such Holder as it appears in the Security Register.  Notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor having been so mailed,
such Defaulted Interest shall be paid to the Persons in whose names the
Securities of such series (or their respective Predecessor Securities) are
registered at the close of business on such Special Record Date.


 


(b)   The Company may make payment of any Defaulted Interest on
the Securities of any series in any other lawful manner not inconsistent with
the requirements of any securities exchange on which such Securities may be
listed, and upon such notice as may be required by such exchange, if, after
notice given by the Company to the Trustee of the proposed payment pursuant to
this clause, such manner of payment shall be deemed practicable by the Trustee.


 


Subject to the foregoing provisions of this Section
and Section 305, each Security delivered under this Indenture upon registration
of transfer of or in exchange for or in lieu of any other Security shall carry
the rights to interest accrued and unpaid, and to accrue, which were carried by
such other Security.


 


SECTION
308.    Persons Deemed Owners.


 


Prior to the due presentment of any Security for
registration of transfer, the Company, the Trustee and any agent of the Company
or the Trustee may treat the Person in whose name any Security is registered as
the absolute owner of such Security for the purpose of receiving payment of
principal of and premium, if any, and (subject to Section 307) interest, if
any, on such Security and for all other purposes whatsoever, whether or not
such Security be overdue, and neither the Company, the Trustee nor any agent of
the Company or the Trustee shall be affected by notice to the contrary.


 


SECTION
309.    Cancellation by Security Registrar.


 


All Securities presented for payment, redemption,
registration of transfer or exchange shall, if presented to any Person other
than the Security Registrar, be delivered to the Security Registrar and, if not
theretofore canceled, shall be promptly canceled by the Security
Registrar.  The Company may at any time
deliver to the Security Registrar for cancellation any Securities previously
authenticated and delivered hereunder which the Company may have acquired in
any manner whatsoever or which the Company shall not have issued and sold, and
all Securities so delivered shall be promptly canceled by the Security Registrar.  Unless by a


 


27





















 


Company Order the Company shall direct that canceled
Securities be returned to it, all canceled Securities held by the Security
Registrar shall be disposed of in accordance with the Security Registrar’s
customary procedures, and the Security Registrar shall promptly deliver a
certificate of disposition to the Trustee and the Company.  The Security Registrar shall promptly deliver
evidence of any cancellation of a Security in accordance with this Section 309
to the Trustee and the Company.


 


SECTION
310.    Computation of Interest.


 


Except as otherwise specified as contemplated by Section
301 for Securities of any series, or any Tranche thereof, interest on the
Securities of each series shall be computed on the basis of a three hundred
sixty (360) day year consisting of twelve (12) thirty (30) day months and, with
respect to any period less than a full calendar month, on the basis of the
actual number of days elapsed during such period.


 


SECTION
311.    Payment to Be in Proper Currency.


 


In the case of the Securities of any series, or any
Tranche thereof, denominated in any currency other than Dollars or in a
composite currency (the “Required Currency”),
except as otherwise specified with respect to such Securities as contemplated
by Section 301, the obligation of the Company to make any payment of the
principal thereof, or the premium, if any, or interest, if any, thereon, shall
not be discharged or satisfied by any tender by the Company, or recovery by the
Trustee, in any currency other than the Required Currency, except to the extent
that such tender or recovery shall result in the Trustee timely holding the
full amount of the Required Currency then due and payable.  If any such tender or recovery is in a
currency other than the Required Currency, the Trustee may take such actions as
it considers appropriate to exchange such currency for the Required
Currency.  The costs and risks of any
such exchange, including without limitation the risks of delay and exchange
rate fluctuation, shall be borne by the Company, the Company shall remain fully
liable for any shortfall or delinquency in the full amount of Required Currency
then due and payable, and in no circumstances shall the Trustee be liable
therefor except in the case of its negligence or willful misconduct, and if, as
a result, there shall be moneys on deposit with the Trustee in excess of the
payment due in the Required Currency, so long as no Default or Event of Default
shall have occurred and be continuing, the Trustee shall pay such excess to the
Company upon delivery of a Company Request. 
The Company hereby waives any defense of payment based upon any such
tender or recovery which is not in the Required Currency, or which, when
exchanged for the Required Currency by the Trustee, is less than the full
amount or the Required Currency then due and payable.


 


SECTION
312.    Delivery of First Mortgage Bonds.


 


(a)   In order to provide security for the payment of the
principal of, premium, if any, and interest, if any, on the Securities of each
series, the Company, at any time prior to or concurrently with its delivery to
the Trustee of Securities of such series for authentication and delivery in
accordance with a Company Order pursuant to Section 303, shall deliver to the
Trustee, and the Trustee shall accept, First Mortgage Bonds registered in the
name of the Trustee:


 


28





















 


(i)            in
an aggregate principal amount equal to the aggregate principal amount of the
Securities of such series to be authenticated and delivered pursuant to such
Company Order;


 


(ii)           with
a stated maturity date or dates that is or are the same as the Stated Maturity or
Stated Maturities of such Securities;


 


(iii)          bearing
an interest rate (if any) equal to the interest rate (if any) borne by such
Securities;


 


(iv)          having
interest payment dates that are the same as the Interest Payment Dates of such
Securities;


 


(v)           containing
redemption provisions which correspond to redemption provisions in such
Securities and provisions providing for the mandatory redemption thereof by the
Company upon an acceleration of such Securities pursuant to Section 702;


 


(vi)          in
all other material respects conforming as nearly as is practicable to the terms
of such Securities; and


 


(vii)         in
such aggregate principal amounts of First Mortgage Bonds issued under the
Montana Mortgage and/or First Mortgage Bonds issued under the South Dakota
Mortgage and having such other terms, as shall be specified in the supplemental
indenture, Officer’s certificate or Board resolution establishing such
Securities.


 


(b)   Each First Mortgage Bond delivered to the Trustee hereunder
shall be in the form established by or in accordance with the related Mortgage
pursuant to which it is issued and with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by such
Mortgage, or are required or permitted by this Indenture and consistent with
such Mortgage.


 


(c)   As contemplated in Section 303, prior to the authentication
and delivery by the Trustee of Securities of any series, the Company shall
deliver to the Trustee, in addition to the documents with respect to the
Securities of such series specified in Section 303,


 


(i)            a
First Mortgage Bond or First Mortgage Bonds conforming to Section 312(a) above;


 


(ii)           an
Opinion of Counsel to the effect that:


 


(x)            the
form or forms of such First Mortgage Bonds have been duly authorized by the
Company and have been established in conformity with the provisions of the
related Mortgage;


 


29





















 


(y)           the
terms of such First Mortgage Bonds have been duly authorized by the Company and
have been established in conformity with the provisions of the related Mortgage;
and


 


(z)            such
First Mortgage Bonds, when authenticated and delivered by the trustee under the
related Mortgage and delivered to the Trustee
in accordance with this Indenture and issued and delivered by the Company in
the manner and subject to any conditions specified in such Opinion of Counsel,
will constitute valid and binding obligations of the Company, enforceable
against the Company in accordance with their terms, subject to Customary
Exceptions, entitled to the benefit and security of such Mortgage equally and
ratably with all other First Mortgage Bonds then “Outstanding” under and as
defined in such Mortgage (except as to any sinking fund or other analogous fund
with respect to any series of such bonds);


 


provided, however,
that, with respect to Securities of a series subject to a Periodic Offering,
the Trustee shall be entitled to receive such Opinion of Counsel only once at
or prior to the time of the first authentication and delivery of such
Securities and that, in lieu of the opinions described in clauses (B) and (C)
above, such Opinion of Counsel may be to the effect that:


 


(x)            when
the terms of such First Mortgage Bonds shall have been established in
accordance with the instrument or instruments creating the series of which such
First Mortgage Bonds are a part, such terms will have been duly authorized by
the Company and will have been established in conformity with the provisions of
the related Mortgage; and


 


(y)           such
First Mortgage Bonds, when authenticated and delivered by the trustee under the
related Mortgage in accordance with the instrument or instruments creating the
series of which such First Mortgage Bonds are a part, issued and delivered in
accordance with this Indenture and issued and delivered by the Company in the
manner and subject to any conditions specified in such Opinion of Counsel, will
constitute valid and binding obligations of the Company, enforceable against
the Company in accordance with their terms, subject to Customary Exceptions,
entitled to the benefit and security of such Mortgage equally and ratably with
all other First Mortgage Bonds then “Outstanding” under and as defined in such
Mortgage (except as to any sinking fund or other analogous fund with respect to
any series of such bonds); and


 


(iii)          an
Expert’s Certificate as to the fair value to the Company of such First Mortgage
Bonds, except as permitted by Section 318(d).


 


(d)   Notwithstanding anything herein to the contrary, the
Trustee shall not be entitled to receive First Mortgage Bonds in connection
with the authentication and delivery of Securities of any series upon the
surrender in exchange therefor of Outstanding Securities


 


30





















 


of another series,
of like tenor and aggregate principal amount, if and to the extent that the
Trustee shall retain the First Mortgage Bonds delivered to it in connection
with the authentication and delivery of the Securities being surrendered, as
contemplated in Section 315.


 


(e)   Each Security of a series shall specify the series of First
Mortgage Bonds under the Montana Mortgage and/or the series of First Mortgage
Bonds under the South Dakota Mortgage that secures the Securities of such series
(it being expressly stated, for the avoidance of any doubt, that the Securities
of a series may be secured by First Mortgage Bonds issued under only one of the
Mortgages).  The First Mortgage Bonds
delivered pursuant to 312(a) hereof with respect to, and securing, the
Securities of any series are sometimes referred to herein as the “related” or “corresponding”
First Mortgage Bonds with respect to the Securities of such series; and with
respect to any such First Mortgage Bonds, the Securities of the series so
secured by such First Mortgage Bonds are sometimes referred to as the “related”
or “corresponding” series of Securities.


 


SECTION
313.    Registration and Ownership of First Mortgage
Bonds; First Mortgage Bonds as security for Securities


 


The First Mortgage Bonds delivered to the Trustee
pursuant to Section 312 shall be registered in the name of the Trustee and
shall be owned and held in trust by the Trustee, subject to the provisions of
this Indenture, for the equal and proportionate benefit and security of the
Holders from time to time of the corresponding series of Securities and the
Company shall have no interest therein (other than as payor and obligor with
respect thereto); and such First Mortgage Bonds shall serve as security for (i)
the full and prompt payment of the principal of and premium, if any, on such
Securities when and as the same shall become due in accordance with the terms
and provisions of such Securities and this Indenture, whether at the Stated
Maturity or by declaration of acceleration, call for redemption or otherwise,
and (ii) the full and prompt payment of interest (if any) on such Securities
when and as the same shall become due in accordance with the terms and
provisions of such Securities and this Indenture.  The Trustee as holder of First Mortgage Bonds
delivered to the Trustee pursuant to Section 312 shall be entitled to exercise
all rights of a security holder of such First Mortgage Bonds under the related Mortgage
or Mortgages, either in its discretion or as otherwise provided in this Article
or in Article Seven.


 


If, notwithstanding the intention of the parties
expressed in this Section 313, it shall be finally determined by an appropriate
court that the Company has any interest in any First Mortgage Bonds delivered
to and held by the Trustee pursuant to this Indenture (other than as payor and
obligor with respect thereto), the Company hereby, to the extent permitted by
law, grants to the Trustee, for the benefit of the Holders of the Outstanding
Securities of the series secured by such First Mortgage Bonds, a security
interest in such interest of the Company in such First Mortgage Bonds and all
proceeds thereof.  Such security
interest, together with the other provisions of this Article Three, are
referred to herein and constitute the “lien of this Indenture” on such First
Mortgage Bonds.


 


31





















 


SECTION
314.    Amounts Payable On and Credited Against First
Mortgage Bonds.


 


(a)   Amounts Payable Under
First Mortgage Bonds.           Payments
of principal of, premium (if any) or interest that become due on First Mortgage
Bonds delivered to and held by the Trustee pursuant to this Indenture on any
day shall correspond to, and be equal in aggregate amount to, the payment of
principal of, premium (if any) or interest that becomes due on the Securities
of the related series on such day.  If
the Securities of a series are secured by more than one series of related First
Mortgage Bonds (whether issued under the same Mortgage or under different
Mortgages), the portions of the principal of, premium (if any) and/or interest
(if any) due on the Securities of such series on any day that are payable
under, and secured by, the respective series of the related First Mortgage
Bonds will be determined on the basis set forth in the indenture supplemental
hereto, the Officer’s Certificate or the Board Resolution which establishes
such series of securities (referred to herein, with respect to a series of
Securities and the related First Mortgage Bonds, as the “Applicable
Basis”).


 


(b)   Crediting of Payments on
Securities Against First Mortgage Bond Obligations.  Consistent with the intention of
the parties expressed in Section 313 and elsewhere in this Article that First
Mortgage Bonds delivered to and held by the Trustee pursuant to this Indenture
are delivered for the benefit of holders of the related series of Securities to
provide security for payments due on such Securities, it is also the intention
of the parties that the Company will make payments to the Trustee of principal
of, premium (if any) and/or interest (if any) on the related series of
Securities (rather than payments to the trustee(s) under the related
Mortgage(s) of corresponding amounts payable on such First Mortgage
Bonds).  Accordingly:


 


(i)            the
payment by the Company of the principal of, premium (if any) or interest (if
any) that is payable on the Securities of a series on any day shall, to the
extent thereof (and, if there is more than one series of related First Mortgage
Bonds, on the Applicable Basis with respect to such First Mortgage Bonds) be
deemed to satisfy and discharge the obligation of the Company to make
corresponding payments of principal of, premium (if any) or interest (if any) on
the related First Mortgage Bonds on such day; and


 


(ii)           absent
advice to the contrary from the Trustee, the trustees under the related
Mortgage(s) may assume that payments on First Mortgage Bonds delivered to and
held by the Trustee pursuant to this Indenture have been satisfied from
payments on the related series of Securities.


 


(c)   Crediting of Payments On
First Mortgage Bonds Against Securities Obligations.  If, notwithstanding the intention
of the parties (as described above) and for any reason, the Trustee receives
actual payments (rather than payments which are deemed made by crediting
payments by the Company on the related series of Securities) on First Mortgage
Bonds delivered to and held by the Trustee pursuant to this Indenture:


 


(i)            If,
at the time of receipt by the Trustee of such payment, any principal of,
premium (if any), or interest on the related series of Securities is due


 


32





















 


and payable, such
payment on such First Mortgage Bonds shall be applied by the Trustee to the
payment of such principal of, premium (if any) or interest on the related
series of Securities which is so due (and, to the extent of such application,
the obligation of the Company hereunder and under such Securities to make such
payment shall be deemed satisfied and discharged);


 


(ii)           If,
at the time of receipt by the Trustee of any such payment of principal of such
First Mortgage Bonds, there shall be no principal then due in respect of the
related series of Securities, such payment of principal of such First Mortgage
Bonds shall be held by the Trustee, in trust, and shall be applied by the
Trustee to the payment of the principal of an equal principal amount of such
Securities at Maturity; and pending such application, such payment may be
invested, at the direction of the Company, in Cash Equivalents, pursuant to a
Company Order directing such investment and accompanied by an Officer’s
Certificate stating that no Default or Event of Default has occurred and is
continuing; and


 


(iii)          If,
at the time of receipt by the Trustee of any such payment of premium or
interest on such First Mortgage Bonds, there shall be no premium or interest,
as the case may be, then due in respect of the related series of Securities,
such payment of premium or interest on such First Mortgage Bonds shall be remitted
by the Trustee to the Company upon receipt by the Trustee of a Company Order
requesting the same, together with an Officer’s Certificate stating that no
Event of Default has occurred and is continuing; provided, however, that, if an
Event of Default shall have occurred and be continuing, such proceeds shall be
held by the Trustee, in trust, until such Event of Default shall have been
cured or waived.


 


SECTION
315.    Surrender of First Mortgage Bonds.


 


(a)   If, at any time, all or any part of the Securities of a series
cease to be Outstanding:


 


(i)            the
obligation of the Company to make payment of the principal of, premium (if any)
and interest (if any) on an equal principal amount of the related First
Mortgage Bonds shall be deemed satisfied and discharged (and, if there is more
than one series of related First Mortgage Bonds, on the Applicable Basis with
respect to the related First Mortgage Bonds) without further act on the part
of, or fulfillment of any further condition by, any Person; and


 


(ii)           the
Trustee shall surrender to, or upon the order of, the Company an equal
principal amount of the related First Mortgage Bonds (and, if there is more
than one series of related First Mortgage Bonds, such surrender shall be on the
Applicable Basis with respect to the related First Mortgage Bonds), in each
case upon fulfillment of the following conditions:


 


33























 


(x)                                   receipt
by the Trustee of a Company Order requesting the surrender of such First
Mortgage Bonds; and


 


(y)                                 receipt
by the Trustee of an Expert’s Certificate as to the fair value of such First
Mortgage Bonds, except as permitted by Section 318(d); and


 


(b)         Notwithstanding the
foregoing, in the event that Outstanding Securities of any series are
surrendered in exchange for Securities of another series, of like tenor and
aggregate principal amount, the Trustee shall retain the First Mortgage Bonds
delivered in connection with the authentication and delivery of the Securities
being surrendered unless the Company, at its election, shall tender new First
Mortgage Bonds in substitution therefor.


 


(c)          Notwithstanding anything
in this Indenture to the contrary, the Company shall not cause the surrender by
the Trustee, as contemplated in this Section 315, of First Mortgage Bonds delivered
to and held by the Trustee pursuant to this Indenture as security for a series
of Securities if, after such surrender, the aggregate principal amount of such First
Mortgage Bonds then outstanding that would continue to be so held by the
Trustee would be less than the aggregate principal amount of Securities of such
series that are then Outstanding (or, if after such surrender, the respective
principal amounts of such First Mortgage Bonds of different series would be
other than on the same Applicable Basis as before such surrender).


 


(d)         Notwithstanding anything
in this Indenture to the contrary, each surrender of any First Mortgage Bonds
in accordance with this Section 315 shall be and constitute a termination
of the lien of this Indenture on such First Mortgage Bonds in accordance with,
and permitted by, this Indenture.


 


SECTION 316.    No
Transfer of First Mortgage Bonds.


 


Anything in this
Indenture to the contrary notwithstanding, the Trustee shall not sell, assign
or otherwise transfer any First Mortgage Bonds delivered to and held by it
pursuant to this Article except to a successor trustee under this
Indenture and except as provided in Section 315.  The Company may take such actions as it shall
deem necessary, desirable or appropriate to effect compliance with such
restrictions on transfer, including the placing of a legend on each such First
Mortgage Bond and the issuance of stop-transfer instructions to the trustee
under the related Mortgage or any other transfer agent thereunder.


 


SECTION 317.    Voting of First Mortgage Bonds.


 


The Trustee shall, as the
holder of First Mortgage Bonds delivered to and held by it pursuant to Sections
312 and 313, attend such meeting or meetings of bondholders under the related Mortgage(s)
or, at its option, deliver its proxy in connection therewith, as relate to
matters with respect to which it, as such holder, is entitled to vote or
consent.  So long as no Event of Default
hereunder shall have occurred and be continuing, either at any such meeting or
meetings, or otherwise when the consent of the holders of the First Mortgage
Bonds Outstanding under the related Mortgage(s) is sought without a meeting,
the Trustee shall vote as holder of First Mortgage Bonds delivered to and held
by it pursuant to this Article which were delivered under such Mortgage(s),
or shall consent with respect thereto, proportionately with the vote or consent


 


34



















of the holders of
all other First Mortgage Bonds Outstanding under such Mortgage(s) the holders
of which are eligible to vote or consent, as indicated in a First Mortgage
Bondholder’s Certificate delivered to the Trustee; provided, however, that the
Trustee shall not so vote in favor of, or so consent to, any amendment or
modification of a Mortgage which, if it were an amendment or modification of
this Indenture, would require the consent of Holders, without the prior
consent, obtained in the manner prescribed in Section 1102, of Holders of
Securities which would be required under said Section 1102 for such an
amendment or modification of this Indenture.


 


For purposes of this
Section, “First Mortgage Bondholder’s Certificate”
means a certificate signed by the temporary chairman, the temporary secretary,
the permanent chairman, the permanent secretary, or an inspector of votes at
any meeting or meetings of bondholders under a Mortgage, or by the trustee
under such Mortgage in the case of consents of such bondholders which are
sought without a meeting, which states what the signer thereof reasonably
believes will be the proportionate votes or consents of the holders of all
First Mortgage Bonds (other than the First Mortgage Bonds delivered to and held
by the Trustee pursuant to this Article) outstanding under such Mortgage and
counted for the purposes of determining whether such bondholders have approved
or consented to the matter put before them.


 


SECTION 318.                                      Experts’
Certificates.


 


(a)          Each Expert’s
Certificate as to the fair value to the Company of First Mortgage Bonds
delivered to the Trustee pursuant to Section 312, or as to the fair value
of First Mortgage Bonds to be surrendered pursuant to Section 315, shall
be made by an Independent Expert if the fair value to the Company of such First
Mortgage Bonds so delivered and of all other First Mortgage Bonds so delivered,
or the fair value of the First Mortgage Bonds to be so surrendered and of all
other First Mortgage Bonds so surrendered, as the case may be, since the
commencement of the then current calendar year, as set forth in the
certificates required by this Indenture, is ten percentum (10%) or more of the
aggregate principal amount of the Securities at the time Outstanding; but such
Expert’s Certificate shall not be required to be made by an Independent Expert
in the case of any delivery or surrender of First Mortgage Bonds if the fair
value to the Company thereof or the fair value thereof, as the case may be, and
as set forth in the certificates required by this Indenture, is less than
Twenty-five Thousand Dollars ($25,000) or less than one percentum (1%) of the
aggregate principal amount of the Securities at the time Outstanding.


 


(b)         Each Expert’s Certificate
with respect to the fair value of First Mortgage Bonds being surrendered shall
state that, in the opinion of the signer, such surrender will not impair the
security under this Indenture in contravention of the provisions hereof; it
being understood, however, that no surrender of First Mortgage Bonds effected
in accordance with the provisions, and in compliance with the conditions, set
forth in Section 315 shall be deemed to impair the security of this
Indenture in contravention of any provision hereof.


 


(c)          In assessing the fair
value to the Company or the fair value, as the case may be, of any First
Mortgage Bond, an Expert may (but need not) consider, among other things, (i)
the principal amount and remaining term to Stated Maturity of, the interest
rate, if any, on and the redemption provisions contained in such First Mortgage
Bond, (ii) the creditworthiness of the Company, including the effect, if any,
of the prospective delivery or


 


35



















surrender of such First Mortgage Bonds on the ratings assigned to the
Securities by nationally recognized statistical rating organizations, (iii)
prevailing economic and market conditions, (iv) the restrictions on the
transfer of such First Mortgage Bond contained in Section 316, (v) whether
or not, at the time of such assessment, the obligations of the Company in
respect of such First Mortgage Bond shall, under the provisions of the related
Mortgage or under the provisions of this Indenture, or both, be deemed to have
been satisfied and discharged, (vi) the effect, if any, of the prospective
delivery or surrender of such First Mortgage Bond on the nature and extent of
the security and/or protection available to the Holders under this Indenture
and (vii) any other relevant factors.  In
addition, in assessing the fair value to the Company or the fair value, as the
case may be, of any First Mortgage Bond, an Expert may (but need not) determine
that such fair value equals (a) the aggregate principal amount to be due and
owing on such First Mortgage Bond or (b) the fair value of the related Security
or Securities, upon the basis of which such First Mortgage Bond was delivered
to the Trustee.


 


(d)         Anything in this
Indenture to the contrary notwithstanding, the Company shall not be required to
deliver any Expert’s Certificate pursuant to Section 312 or 315 if, in any
particular case, the Company shall have delivered to the Trustee an Opinion of
Counsel to the effect that the Expert’s Certificate otherwise required to be
delivered shall not, in such case, be required by, or this Indenture is not
required to be qualified under, the Trust Indenture Act.


 


SECTION 319.  No Modification of First Mortgage Bonds by
Indenture.


 


The rights, powers,
obligations and duties of the Company and the trustees under the Mortgages and
the First Mortgage Bonds are governed exclusively by the terms thereof; and
nothing in this Indenture constitutes an amendment or modification of any term
or provision of the Mortgages or the First Mortgage Bonds, or creates any obligation
of the Company under or in respect of the First Mortgage Bonds (except to the
extent of an express covenant of the Company contained in this Indenture) or
any right of the Trustee with respect to the Mortgages or the First Mortgage
Bonds (except as the owner and holder of First Mortgage Bonds delivered to and
held by the Trustee or, in the circumstances described in Section 313, as
the holder of a Lien on the Company’s interest in such First Mortgage Bonds).


 


SECTION 320.  Other Responsibilities of Trustee With
Respect to First Mortgage Bonds.


 


The Trustee shall, with
respect to First Mortgage Bonds delivered to and held by the Trustee pursuant
to this Indenture, give such notices and information to the trustees under the
Mortgages as are required by the terms of such First Mortgage Bonds and/or
stated in such First Mortgage Bonds to be notices and information which the
Trustee, pursuant to this Indenture, has agreed to give or submit to such
trustees.  Without limitation of the
foregoing (or of any provision of Article Seven), the Trustee shall: (i)
within five days after any failure by the Company to pay, when due, principal
of, premium (if any) or interest (if any) on the Securities of any series, give
to the trustee(s) under the Mortgage(s) pertaining to the related First
Mortgage Bonds notice of such failure in accordance with, and as contemplated
by, such First Mortgage Bonds; (ii) within five days after each redemption, in
whole or in part, of the Securities of any series, give to the trustee(s) under
the Mortgage(s) pertaining to the related First Mortgage Bonds


 


36



















notice of such
redemption in accordance with, and as contemplated by, such First Mortgage
Bonds; and (iii) promptly after each request therefor by the Company, give to
the Company and the trustee(s) under the Mortgage(s) notice of the aggregate
principal amount of the Securities of each series that are then Outstanding.


 


SECTION 321.    Further Assurances.


 


The Company, at its own
expense, shall do such further lawful acts and things, and execute and deliver
such additional conveyances, assignments, assurances, agreements, financing
statements and instruments, as may be necessary and as the Trustee may request in
order to better assign, assure, perfect and confirm to the Trustee its interest
in the First Mortgage Bonds in accordance with this Article Three and for
maintaining, protecting and preserving such interest.


 


ARTICLE FOUR


 


Redemption
of Securities


 


SECTION 401.    Applicability of Article.


 


Securities of any series,
or any Tranche thereof, which are redeemable before their Stated Maturity shall
be redeemable in accordance with their terms and (except as otherwise specified
as contemplated by Section 301 for Securities of such series or Tranche)
in accordance with this Article.


 


SECTION 402.    Election to Redeem; Notice to Trustee.


 


The election of the
Company to redeem any Securities shall be evidenced by a Board Resolution or an
Officer’s Certificate.  The Company
shall, at least forty-five (45) days prior to the Redemption Date fixed by the
Company (unless a shorter notice shall be satisfactory to the Trustee), notify
the Trustee in writing of such Redemption Date and of the principal amount of
such Securities to be redeemed.  In the
case of any redemption of Securities (a) prior to the expiration of any
restriction on such redemption provided in the terms of such Securities or
elsewhere in this Indenture or (b) pursuant to an election of the Company which
is subject to a condition specified in the terms of such Securities, the
Company shall furnish the Trustee with an Officer’s Certificate evidencing
compliance with such restriction or condition.


 


SECTION 403.    Selection of Securities to Be Redeemed.


 


If less than all the Securities
of any series, or any Tranche thereof, are to be redeemed, the particular
Securities to be redeemed shall be selected by the Security Registrar from the
Outstanding Securities of such series or Tranche not previously called for
redemption, by such method as shall be provided for any particular series or
Tranche, or, in the absence of any such provision, by such method of random
selection as the Security Registrar shall deem fair and appropriate and which
may, in any case, provide for the selection for redemption of portions (in any
authorized denomination for Securities of such series or Tranche) of the
principal amount of Securities of such series or Tranche having a denomination
larger than the minimum authorized denomination for Securities of such series
or Tranche; provided, however, that if, as


 


37



















indicated in an
Officer’s Certificate, the Company shall have offered to purchase all or any
principal amount of the Securities then Outstanding of any series, or any
Tranche thereof, and less than all of such Securities as to which such offer
was made shall have been tendered to the Company for such purchase, the
Security Registrar, if so directed by Company Order, shall select for
redemption all or any principal amount of such Securities which have not been
so tendered.


 


The Security Registrar
shall promptly notify the Company and the Trustee in writing of the Securities
selected for redemption and, in the case of any Securities selected to be
redeemed in part, the principal amount thereof to be redeemed.


 


For all purposes of this
Indenture, unless the context otherwise requires, all provisions relating to
the redemption of Securities shall relate, in the case of any Securities
redeemed or to be redeemed only in part, to the portion of the principal amount
of such Securities which has been or is to be redeemed.


 


SECTION 404.    Notice of Redemption.


 


Notice of redemption
shall be given in the manner provided in Section 106 to the Holders of the
Securities to be redeemed not less than thirty (30) nor more than sixty (60)
days prior to the Redemption Date.


 


All notices of redemption
shall state:


 


(a)          the Redemption Date,


 


(b)         the Redemption Price,


 


(c)          if less than all the
Securities of any series or Tranche are to be redeemed, the identification of
the particular Securities to be redeemed and the portion of the principal
amount of any Security to be redeemed in part,


 


(d)         that on the Redemption
Date the Redemption Price, together with accrued interest, if any, to the
Redemption Date, will become due and payable upon each such Security to be
redeemed and, if applicable, that interest thereon will cease to accrue on and
after said date,


 


(e)          the place or places
where such Securities are to be surrendered for payment of the Redemption Price
and accrued interest, if any, unless it shall have been specified as
contemplated by Section 301 with respect to such Securities that such
surrender shall not be required,


 


(f)            that the redemption is
for a sinking or other fund, if such is the case, and


 


(g)         such other matters as the
Company shall deem desirable or appropriate.


 


With respect to any
notice of redemption of Securities at the election of the Company, unless, upon
the giving of such notice, such Securities shall be deemed to have been


 


38



















paid in accordance
with Section 602, such notice may state that such redemption shall be
conditional upon the receipt by the Paying Agent or Agents for such Securities,
on or prior to the date fixed for such redemption, of money sufficient to pay
the principal of and premium, if any, and interest, if any, on such Securities
and that if such money shall not have been so received such notice shall be of
no force or effect and the Company shall not be required to redeem such
Securities.  In the event that such
notice of redemption contains such a condition and such money is not so
received, the redemption shall not be made and within a reasonable time
thereafter notice shall be given, in the manner in which the notice of
redemption was given, that such money was not so received and such redemption
was not required to be made, and the Paying Agent or Agents for the Securities
otherwise to have been redeemed shall promptly return to the Holders thereof
any of such Securities which had been surrendered for payment upon such
redemption.


 


Notice of redemption of
Securities to be redeemed at the election of the Company, and any notice of
non-satisfaction of a condition for redemption as aforesaid, shall be given by
the Company or, upon Company Request, by the Security Registrar in the name and
at the expense of the Company.  Notice of
mandatory redemption of Securities shall be given by the Security Registrar in
the name and at the expense of the Company.


 


SECTION 405.    Securities Payable on Redemption Date.


 


Notice of redemption
having been given as aforesaid, and the conditions, if any, set forth in such
notice having been satisfied, the Securities or portions thereof so to be
redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless, in
the case of an unconditional notice of redemption, the Company shall default in
the payment of the Redemption Price and accrued interest, if any) such
Securities or portions thereof, if interest-bearing, shall cease to bear
interest.  Upon surrender of any such
Security for redemption in accordance with such notice, such Security or
portion thereof shall be paid by the Company at the Redemption Price, together
with accrued interest, if any, to the Redemption Date; provided, however, that
no such surrender shall be a condition to such payment if so specified as
contemplated by Section 301 with respect to such Security; and provided, further,
that, except as otherwise specified as contemplated by Section 301 with
respect to such Security, any installment of interest on any Security the
Stated Maturity of which installment is on or prior to the Redemption Date
shall be payable to the Holder of such Security, or one or more Predecessor
Securities, registered as such at the close of business on the related Regular
Record Date according to the terms of such Security and subject to the
provisions of Section 307.


 


SECTION 406.    Securities Redeemed in Part.


 


Upon the surrender of any
Security which is to be redeemed only in part at a Place of Payment therefor
(with, if the Company or the Trustee so requires, due endorsement by, or a
written instrument of transfer in form satisfactory to the Company or the
Trustee, as the case may be, duly executed by, the Holder thereof or his
attorney duly authorized in writing), the Company shall execute, and the
Trustee shall authenticate and deliver to the Holder of such Security, without
service charge, a new Security or Securities of the same series and Tranche, of
any authorized denomination requested by such Holder and of like tenor and in
aggregate


 


39



















principal amount
equal to and in exchange for the unredeemed portion of the principal of the
Security so surrendered.


 


ARTICLE FIVE


 


Covenants


 


SECTION 501.    Payment of Securities.


 


The Company shall pay the
principal of and premium, if any, and interest, if any, on the Securities of
each series in accordance with the terms of such Securities and this Indenture.


 


SECTION 502.    Maintenance of Office or Agency.


 


The Company shall
maintain in each Place of Payment for the Securities of each series, or any
Tranche thereof, an office or agency where payment of such Securities shall be
made, where the registration of transfer or exchange of such Securities may be
effected and where notices and demands to or upon the Company in respect of
such Securities and this Indenture may be served.  The Company shall give prompt written notice
to the Trustee of the location, and any change in the location, of each such
office or agency and prompt notice to the Holders of any such change in the
manner specified in Section 106.  If
at any time the Company shall fail to maintain any such required office or
agency in respect of Securities of any series, or any Tranche thereof, or shall
fail to furnish the Trustee with the address thereof, payment of such
Securities shall be made, registration of transfer or exchange thereof may be
effected and notices and demands in respect thereof may be served at the
Corporate Trust Office of the Trustee, and the Company hereby appoints the
Trustee as its agent for all such purposes in any such event.


 


The Company may also from
time to time designate one or more other offices or agencies with respect to
the Securities of one or more series, or any Tranche thereof, for any or all of
the foregoing purposes and may from time to time rescind such designations;
provided, however, that, unless otherwise specified as contemplated by Section 301
with respect to the Securities of such series or Tranche, no such designation
or rescission shall in any manner relieve the Company of its obligation to
maintain an office or agency for such purposes in each Place of Payment for
such Securities in accordance with the requirements set forth above.  The Company shall give prompt written notice
to the Trustee, and prompt notice to the Holders in the manner specified in Section 106,
of any such designation or rescission and of any change in the location of any
such other office or agency.


 


Anything herein to the
contrary notwithstanding, any office or agency required by this Section may
be maintained at an office of the Company, in which event the Company shall
perform all functions to be performed at such office or agency.


 


SECTION 503.    Money
for Securities Payments to Be Held in Trust.


 


If the Company shall at
any time act as its own Paying Agent with respect to the Securities of any
series, or any Tranche thereof, it shall, on or before each due date of the
principal of and premium, if any, and interest, if any, on any of such
Securities, segregate and


 


40



















hold in trust for
the benefit of the Persons entitled thereto a sum sufficient to pay the
principal and premium or interest so becoming due until such sums shall be paid
to such Persons or otherwise disposed of as herein provided.  The Company shall promptly notify the Trustee
of any failure by the Company (or any other obligor on such Securities) to make
any payment of principal of or premium, if any, or interest, if any, on such
Securities.


 


Whenever the Company
shall have one or more Paying Agents for the Securities of any series, or any
Tranche thereof, it shall, on or before each due date of the principal of and
premium, if any, and interest, if any, on such Securities, deposit with such
Paying Agents sums sufficient (without duplication) to pay the principal and
premium or interest so becoming due, such sums to be held in trust for the
benefit of the Persons entitled to such principal, premium or interest, and
(unless such Paying Agent is the Trustee) the Company shall promptly notify the
Trustee of any failure by it so to act.


 


The Company shall cause
each Paying Agent for the Securities of any series, or any Tranche thereof,
other than the Company or the Trustee, to execute and deliver to the Trustee an
instrument in which such Paying Agent shall agree with the Trustee, subject to
the provisions of this Section, that such Paying Agent shall:


 


(a)          hold all sums held by it
for the payment of the principal of and premium, if any, or interest, if any,
on such Securities in trust for the benefit of the Persons entitled thereto
until such sums shall be paid to such Persons or otherwise disposed of as
herein provided;


 


(b)         give the Trustee notice
of any failure by the Company (or any other obligor upon such Securities) to
make any payment of principal of or premium, if any, or interest, if any, on
such Securities; and


 


(c)          at any time during the
continuance of any such failure, upon the written request of the Trustee,
forthwith pay to the Trustee all sums so held in trust by such Paying Agent and
furnish to the Trustee such information as it possesses regarding the names and
addresses of the Persons entitled to such sums.


 


The Company may at any
time pay, or by Company Order direct any Paying Agent to pay, to the Trustee
all sums held in trust by the Company or such Paying Agent, such sums to be
held by the Trustee upon the same trusts as those upon which such sums were
held by the Company or such Paying Agent and, if so stated in a Company Order
delivered to the Trustee, in accordance with the provisions of Article Six;
and, upon such payment by any Paying Agent to the Trustee, such Paying Agent
shall be released from all further liability with respect to such money.


 


Any money deposited with
the Trustee or any Paying Agent, or then held by the Company, in trust for the
payment of the principal of and premium, if any, or interest, if any, on any
Security and remaining unclaimed for two years after such principal and
premium, if any, or interest, if any, has become due and payable shall be paid
to the Company on Company Request, or, if then held by the Company, shall be
discharged from such trust; and, upon such payment or discharge, the Holder of
such Security shall, as an unsecured general creditor and not as the


 


41



















Holder of an
Outstanding Security, look only to the Company for payment of the amount so due
and payable and remaining unpaid, and all liability of the Trustee or such
Paying Agent with respect to such trust money, and all liability of the Company
as trustee thereof, shall thereupon cease; provided, however, that the Trustee
or such Paying Agent, before being required to make any such payment to the
Company, may at the expense of the Company cause to be mailed, on one occasion
only, notice to such Holder that such money remains unclaimed and that, after a
date specified therein, which shall not be less than thirty (30) days from the
date of such mailing, any unclaimed balance of such money then remaining will
be paid to the Company.


 


SECTION 504.    Corporate Existence.


 


Subject to the rights of
the Company under Article Ten (or with respect to any series of
Securities, any similar or other rights contained in the supplemental
indenture, Board Resolution or Officer’s Certificate establishing the terms of
the Securities of such series), the Company shall do or cause to be done all
things necessary to preserve and keep its corporate existence and its rights
(charter and statutory) and franchises; provided, however, that the Company
shall not be required to preserve any such right or franchise if the Company
shall determine that the preservation thereof is no longer desirable in the
conduct of its business and that the loss thereof is not disadvantageous in any
material respect to the Holders.


 


SECTION 505.    Annual Officer’s Certificates to Compliance.


 


Not later than April 15
in each year, commencing April 15, 2005, the Company shall deliver to the
Trustee an Officer’s Certificate which need not comply with Section 102,
executed by the principal executive officer, the principal financial officer or
the principal accounting officer of the Company, as to such officer’s knowledge
of the compliance by the Company and its Restricted Subsidiaries with all
conditions and covenants under this Indenture, such compliance to be determined
without regard to any period of grace or requirement of notice under this
Indenture.


 


SECTION 506.    Maintenance of Properties.


 


The Company shall cause
(or, with respect to property owned in common with others, make reasonable
effort to cause) all its properties used or useful in the conduct of its
businesses, considered as a whole, to be maintained and kept in good condition,
repair and working order and shall cause (or, with respect to property owned in
common with others, make reasonable effort to cause) to be made such repairs,
renewals, replacements, betterments and improvements thereof, as, in the
judgment of the Company, may be necessary in order that the operation of such
properties, considered as a whole, may be conducted in accordance with common
industry practice; provided, however, that nothing in this Section shall
prevent the Company from discontinuing, or causing the discontinuance of, the
operation and maintenance of any of its properties; and provided, further, that
nothing in this Section shall prevent the Company from selling, transferring
or otherwise disposing of, or causing the sale, transfer or other disposition
of, any of its properties if such discontinuance, sale, transfer or other
disposition is, in the judgment of the Company, desirable in the conduct of its
business.


 


42



















SECTION 507.    Payment of Taxes and Other Claims.


 


The Company will pay or
discharge or cause to be paid or discharged, before the same shall be
delinquent, (1) all taxes, assessments, and governmental charges levied or
imposed upon it or its income, profits or property, and (2) all lawful claims
for labor, materials and supplies which, if unpaid, might by law become a lien
upon its property; provided, however,
that the Company shall not be required to pay or discharge or cause to be paid
or discharged any such tax, assessment, charge, levy or claim whose amount,
applicability or validity is being contested in good faith by appropriate
proceedings.


 


SECTION 508.    Waiver of Certain Covenants.


 


The Company may omit in
any particular instance to comply with any term, provision or condition set
forth in


 


(a)          any covenant or
restriction specified with respect to the Securities of any one or more series,
or any Tranche or Tranches thereof, as contemplated by Section 301, or as
provided pursuant to Section 1101(f), if before the time for such
compliance the Holders of a majority in aggregate principal amount of the
Outstanding Securities of all series and Tranches with respect to which
compliance with such covenant or restriction is to be omitted, considered as
one class, shall, by Act of such Holders, either waive such compliance in such
instance or generally waive compliance with such term, provision or condition;
provided, however, that no such waiver shall be effective as to any matters
contemplated in clause (a), (b) or (c) in Section 1102 without consent of
the Holders specified in such Section; and


 


(b)         Section 504, 506 or
507 if before the time for such compliance the Holders of a majority in
principal amount of Securities Outstanding under this Indenture shall, by Act
of such Holders, either waive such compliance in such instance or generally
waive compliance with such term, provision or condition;


 


but, in either case, no
such waiver shall extend to or affect such term, provision or condition except
to the extent so expressly waived, and, until such waiver shall become
effective, the obligations of the Company and the duties of the Trustee in
respect of any such term, provision or condition shall remain in full force and
effect.


 


ARTICLE SIX


 


Defeasance, Satisfaction and Discharge


 


SECTION 601.    Option to Effect Legal Defeasance or Covenant
Defeasance.


 


Except as otherwise
specified as contemplated by Section 301 for Securities of any series, the
provisions of this Article Six shall apply to each series of Securities,
and the Company may, at its option evidenced by a Board Resolution, at any
time, elect to have either Section 602 or 603 hereof be applied to the
Outstanding Securities of any series upon compliance with the conditions set
forth below in this Article Six.


 


43



















SECTION 602.    Legal
Defeasance and Discharge.


 


Upon the Company’s
exercise under Section 601 hereof of the option to apply this Section 602
to the Outstanding Securities of any series, the Company shall, subject to the
satisfaction of the conditions set forth in Section 604 hereof, be deemed
to have been discharged from its obligations with respect to such Securities on
the date the conditions set forth in Section 604 are satisfied
(hereinafter, “legal defeasance”).  For
this purpose, Legal Defeasance means that the Company shall be deemed to have
paid and discharged the entire Indebtedness represented by such Securities,
which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 608
hereof and the other Sections of this Indenture referred to in (a) through
(d) below, and to have satisfied all its other obligations under such
Securities and this Indenture insofar as such Securities are concerned (and the
Trustee, on demand of and at the expense of the Company, shall execute proper
instruments acknowledging the same), except for the following provisions which
shall survive until otherwise terminated or discharged hereunder:  (a) the rights of Holders of such
Securities to receive solely from the trust fund described in Section 604
hereof, and as more fully set forth in such Section, payments in respect of the
principal of, premium, if any, and interest on such Securities, when such
payments are due, (b) the Company’s obligations with respect to such
Securities under Sections 305, 306, 307, 402, 404, 502 and 503 hereof,
(c) the rights, powers, trusts, duties and immunities of the Trustee
hereunder and the Company’s obligations in connection therewith and
(d) this Article Six.  Subject
to compliance with this Article Six, the Company may exercise its option
under this Section 602 notwithstanding the prior exercise of its option
under Section 603 hereof.


 


SECTION 603.    Covenant Defeasance.


 


Upon the Company’s
exercise under Section 601 hereof of the option to apply this Section 603
to the Outstanding Securities of any series, the Company shall, subject to the
satisfaction of the conditions set forth in Section 604 hereof, be released
from its obligations under (a) the covenants contained in Sections 504, 506, 507
and 1001 hereof and (b), if specified pursuant to Section 301(p) or Section 1101(b)
hereof, any covenant established with respect to the Securities of such series
pursuant to Section 301(p) or Section 1101(b) (each such covenant,
including those referred to in clause (a), hereinafter a “defeasible covenant”),
with respect to such Outstanding Securities on and after the date the
conditions set forth in Section 604 hereof are satisfied (hereinafter, “Covenant
Defeasance”), and the occurrence of an event specified in Section 701(c) and
Section 701(g) with respect to such defeasible covenant shall not be
deemed to be an Event of Default with respect to the Outstanding Securities of
such series; and such Securities shall thereafter be deemed not “Outstanding”
for the purposes of any direction, waiver, consent or declaration or Act of
Holders (and the consequences of any thereof) in connection with such
defeasible covenants, but shall continue to be deemed “Outstanding” for all
other purposes hereunder.  For this
purpose, covenant defeasance means that, with respect to the Outstanding
Securities of such series, the Company may omit to comply with and shall have
no liability or obligation in respect of any term, condition or limitation set
forth in any such defeasible covenant whether directly or indirectly by reason
of any reference elsewhere herein to any such defeasible covenant or by reason
of any reference in any such defeasible covenant to any other provision herein
or in any other document, but the remainder of this Indenture and such
Securities shall be unaffected thereby.


 


44



















SECTION 604.    Conditions to Legal or Covenant Defeasance.


 


The following shall be
the conditions to the application of either Section 602 or 603 hereof to
the Outstanding Securities of any series:


 


(a)          The Company shall have
irrevocably deposited or caused to be deposited with the Trustee, as trust funds
in trust, for the purpose of making the following payments on such Securities
and specifically pledged as security for, and dedicated solely to, the benefit
of the Holders of such Securities, (i) money in United States dollars in an
amount, (ii) Eligible Obligations which do not contain provisions permitting
the redemption or other prepayment thereof at the option of the issuer thereof,
and which, through the scheduled payment of principal and interest in respect
thereof in accordance with their terms, will provide, not later than one day
before the due date of any payment, money in an amount, or (iii) a combination
thereof, in each case sufficient, without reinvestment, in the opinion of a
nationally recognized firm of independent public accountants, expressed in a
written certification thereof delivered to the Trustee, to pay the principal
of, premium, if any, and interest on such Securities on the due dates
thereof.  Before such a deposit, the
Company may make arrangements satisfactory to the Trustee for the redemption of
Securities at a future date or dates in accordance with Article Four,
which shall be given effect in applying the foregoing.


 


(b)         In connection with legal
defeasance election under Section 602 hereof, the Company shall have
delivered to the Trustee, an Opinion of Counsel confirming that (A) the
Company has received from, or there has been published by, the Internal Revenue
Service a ruling or (B) since the date of this Indenture, there has been a
change in the applicable federal income tax law, in either case to the effect
that, and based thereon such Opinion of Counsel shall confirm that, the Holders
of the outstanding Securities subject to legal defeasance will not recognize
income, gain or loss for federal income tax purposes as a result of such legal
defeasance and will be subject to federal income tax on the same amounts, in
the same manner and at the same times as would have been the case if such legal
defeasance had not occurred;


 


(c)          In the case of a
covenant defeasance election under Section 603 hereof, the Company shall
have delivered to the Trustee an Opinion of Counsel reasonably acceptable to
the Trustee confirming that the Holders of the Outstanding Securities of such
series will not recognize income, gain or loss for federal income tax purposes
as a result of such Covenant Defeasance and will be subject to federal income
tax on the same amounts, in the same manner and at the same times as would have
been the case if such covenant defeasance had not occurred;


 


(d)         No Default or Event of
Default with respect to the Securities of such series shall have occurred and
be continuing (i) on the date of such deposit or (ii) insofar as Sections 701(d)
or 701(e) hereof is concerned, at any time in the period ending on the 91st day
after the date of deposit or, if longer, ending on the day following the
expiration of the longest preference period applicable to the Company in
respect of such deposit (it being understood that the condition in this clause
(ii) shall not be deemed satisfied until the expiration of such period);


 


45



















(e)          Such legal defeasance or
covenant defeasance will not result in a breach or violation of, or constitute
a default under any material agreement or instrument (other than this
Indenture) to which the Company or any of its Restricted Subsidiaries is a
party or by which the Company or any of its Restricted Subsidiaries is bound;


 


(f)            Such legal defeasance
or covenant defeasance shall not cause any Securities of such series then
listed on any national securities exchange registered under the Exchange Act to
be delisted; and


 


(g)         The Company shall have
delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel,
each stating that all conditions precedent provided for or relating to the
Legal Defeasance or the Covenant Defeasance have been complied with.


 


SECTION 605.     Miscellaneous Provisions


 


(a)          If payment at Stated
Maturity of less than all of the Securities of any series is to be provided for
in the manner and with the effect provided in this Article Six, the
Security Registrar shall select such Securities, or portions of principal
amount thereof, in the manner specified by Section 403 for selection for
redemption of less than all the Securities of a series or Tranche.


 


(b)         In the event that
Securities which shall be deemed to have been paid for purposes of this
Indenture, and, if such is the case, in respect of which the Company’s
indebtedness shall have been satisfied and discharged, all as provided in this Article Six,
do not mature and are not to be redeemed within the sixty (60) day period
commencing with the date of the deposit of moneys or Eligible Obligations, as
aforesaid, the Company shall, as promptly as practicable, give a notice, in the
same manner as a notice of redemption with respect to such Securities, to the
Holders of such Securities to the effect that such deposit has been made and
the effect thereof.


 


SECTION 606.    Reinstatement.


 


Anything herein to the
contrary notwithstanding, (a) if, at any time after a Security would be deemed
to have been paid for purposes of this Indenture, and, if such is the case, the
Company’s indebtedness in respect thereof would be deemed to have been
satisfied and discharged, pursuant to this Section (without regard to the
provisions of this paragraph), the Trustee or any Paying Agent, as the case may
be, (i) shall be required to return the money or Eligible Obligations, or
combination thereof, deposited with it as aforesaid to the Company or its
representative under any applicable Federal or State bankruptcy, insolvency or
other similar law or (ii) are unable to apply any money held by the Trustee as
provided in this Section and Section 603 with respect to such
Security by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application,
such Security shall thereupon be deemed retroactively not to have been paid and
any satisfaction and discharge of the Company’s indebtedness in respect thereof
shall retroactively be deemed not to have been effected, and such Security
shall be deemed to remain Outstanding and (b) any satisfaction and discharge of
the Company’s indebtedness in respect of any Security shall be subject to the
provisions of the last paragraph of Section 503.


 


46





















 


SECTION 607.    Satisfaction and Discharge of Indenture.


 


This Indenture shall upon
Company Request cease to be of further effect (except as hereinafter expressly
provided), and the Trustee, at the expense of the Company, shall execute such
instruments as the Company shall reasonably request to evidence and acknowledge
the satisfaction and discharge of this Indenture, when:


 


(a)          no Securities remain
Outstanding hereunder; and


 


(b)         the Company has paid or
caused to be paid all other sums payable hereunder by the Company;


 


provided, however,
that if, in accordance with Section 606, any Security, previously deemed
to have been paid for purposes of this Indenture, shall be deemed retroactively
not to have been so paid, this Indenture shall thereupon be deemed
retroactively not to have been satisfied and discharged, as aforesaid, and to
remain in full force and effect, and the Company shall execute and deliver such
instruments as the Trustee shall reasonably request to evidence and acknowledge
the same.


 


Notwithstanding the
satisfaction and discharge of this Indenture as aforesaid, the obligations of
the Company and the Trustee under Sections 304, 305, 306, 404, 502, 503, 807
and 814 and this Article shall survive.


 


Upon satisfaction and
discharge of this Indenture as provided in this Section, the Trustee shall turn
over to the Company any and all money, securities and other property then held
by the Trustee for the benefit of the Holders of the Securities (including,
without limitation, all First Mortgage Bonds then held by the Trustee pursuant
to this Indenture, but excluding all money and Eligible Obligations held by the
Trustee pursuant to Section 607) and shall execute and deliver to the
Company such instruments as, in the judgment of the Company, shall be
necessary, desirable or appropriate to effect or evidence the satisfaction and
discharge of this Indenture.


 


SECTION 608.    Application of Trust Money.


 


(a)          Subject to the
provisions of Section 503, all money and Eligible Obligations (including
principal or interest payments on any such Eligible Obligations) deposited with
the Trustee pursuant to Section 604 in respect of the Outstanding
Securities of any series shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Securities and this Indenture, to the
payment, either directly or through any Paying Agent (but not including the
Company acting as its own Paying Agent) as the Trustee may determine, to the
Holders of such Securities, of all sums due and to become due thereon in
respect of principal, premium, if any, or interest, but such money need not be
segregated from other funds except to the extent required by law.


 


(b)         So long as there shall
not have occurred and be continuing any Default or Event of Default, the
Trustee shall deliver or pay to the Company from time to time upon Company
Request any money or Eligible Obligations (or other property and any proceeds
therefrom) held by it as provided in Section 604 which, in the opinion of
a nationally


 


47





















 


recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, are in excess of the
amount thereof which would then be required to be deposited to effect an
equivalent legal defeasance or covenant defeasance, as applicable, in
accordance with this Article; provided that, if any Default or Event of Default
shall have occurred and be continuing, moneys to be paid over to the Company
pursuant to this clause (b), shall be held until such Default or Event of
Default shall have been waived or cured.


 


(c)          The Company shall pay
and indemnify the Trustee against any tax, fee or other charge imposed on or
assessed against the money or Eligible Obligations deposited pursuant to Section 604
or the principal and interest received in respect thereof.


 


ARTICLE SEVEN



Events of Default;
Remedies


 


SECTION 701.    Events of Default.


 


“Event of Default”,
wherever used herein with respect to the Securities of any series, means any of
the following events:


 


(a)          failure to pay interest,
if any, on any Security of such series, within thirty (30) days after the same
becomes due and payable; or


 


(b)         failure to pay the
principal of or premium, if any, on any Security of such series when due; or


 


(c)          failure by the Company
or any of its Restricted Subsidiaries to perform, or breach of, any covenant or
warranty of the Company or such Restricted Subsidiary in this Indenture (other
than a covenant or warranty, a default in the performance of which or breach of
which is elsewhere in this Section specifically dealt with or which has
expressly been included in this Indenture solely for the benefit of one or more
series of Securities other than such series) for a period of sixty (60) days
after there has been given, by registered or certified mail, to the Company by
the Trustee, or to the Company and the Trustee by the Holders of at least
twenty-five percentum (25%) in principal amount of the Outstanding Securities
of such series, a written notice specifying such default or breach and
requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or


 


(d)         the entry by a court having
jurisdiction in the premises of (i) a decree or order for relief in respect of
the Company in an involuntary case or proceeding under any applicable Federal
or State bankruptcy, insolvency, reorganization or other similar law or (ii) a
decree or order adjudging the Company a bankrupt or insolvent, or approving as
properly filed a petition by one or more Persons other than the Company seeking
reorganization, arrangement, adjustment or composition of or in respect of the
Company under any applicable Federal or State law, or appointing a custodian,
receiver, liquidator, assignee, trustee, sequestrator or other similar official
for the Company or for any substantial part of its property, or ordering the
winding-up or liquidation of its affairs, and any such decree or order for
relief or any such other decree or order shall have remained unstayed and in
effect for a period of ninety (90) consecutive days; or


 


48





















 


(e)          the commencement by the
Company of a voluntary case or proceeding under any applicable Federal or State
bankruptcy, insolvency, reorganization or other similar law or of any other
case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by
it to the entry of a decree or order for relief in respect of the Company in a
case or proceeding under any applicable Federal or State bankruptcy,
insolvency, reorganization or other similar law or to the commencement of any
bankruptcy or insolvency case or proceeding against it, or the filing by it of
a petition or answer or consent seeking reorganization or relief under any
applicable Federal or State law, or the consent by it to the filing of such
petition or to the appointment of or taking possession by a custodian,
receiver, liquidator, assignee, trustee, sequestrator or similar official of
the Company or of any substantial part of its property, or the making by it of
an assignment for the benefit of creditors, or the admission by it in writing
of its inability to pay its debts generally as they become due, or the
authorization of such action by the Board of Directors; or


 


(f)            the occurrence of an “Event
of Default” under the South Dakota Mortgage or a “Default” under the Montana
Mortgage; provided that the waiver or cure of such
“Event of Default” under the South Dakota Mortgage or such “Default” under the
Montana Mortgage, as the case may be, and the rescission and annulment of the
consequences thereof under such Mortgage, in each case in accordance with the
terms of such Mortgage, shall constitute a cure of the corresponding Event of
Default under this Indenture and a rescission and annulment of the consequences
thereof; or


 


(g)         any other Event of
Default specified with respect to such Securities as contemplated by Section 301(o)
or Section 1101(c).


 


SECTION 702.    Acceleration of Maturity; Rescission and
Annulment.


 


If an Event of Default
(other than an Event of Default specified in clause (d) or (e) of Section 701
hereof) shall have occurred and be continuing with respect to Securities of any
series at the time Outstanding, then in every such case the Trustee or the
Holders of not less than twenty-five percentum (25%) in principal amount of the
Outstanding Securities of such series may declare the principal amount (or, if
any of the Outstanding Securities of such series are Discount Securities, such
portion of the principal amount of such Securities as may be specified in the
terms thereof as contemplated by Section 301) of all of the Outstanding
Securities of such series to be due and payable immediately, by a notice in
writing to the Company (and to the Trustee if given by Holders), and upon such
declaration such principal amount (or specified amount), together with premium,
if any, and accrued interest, if any, thereon, shall become immediately due and
payable.  Notwithstanding the foregoing,
if an Event of Default specified in clause (d) or (e) of Section 701
occurs, all Outstanding Securities shall be due and payable immediately without
further notice.  Upon any acceleration of
the Securities of any series pursuant to this paragraph, the Trustee
immediately shall file with the trustee(s) under the Mortgage(s) pertaining to
the related First Mortgage Bonds (with a copy to the Company) a written demand
for redemption of the related First Mortgage Bonds.


 


At any time after such a
declaration of acceleration of the maturity of the Securities then Outstanding
shall have been made, but before a decree or judgment for payment of the money
due shall have been obtained by the Trustee as provided in this Article, the
Holders


 


49





















 


of a majority in
principal amount of the Securities then Outstanding, by written notice to the
Company and the Trustee may rescind and annul such acceleration and its
consequences, if


 


(a)          the Company shall have
paid or deposited with the Trustee a sum sufficient to pay


 


(i)                                     all
installments of interest, if any, which have become due on all Securities of
such series then Outstanding, together with interest, if any, thereon, at the
rate or rates prescribed therefor in such Securities, to the extent that
payment of such interest is lawful;


 


(ii)                                  the
principal of and premium, if any, on any Securities of such series then
Outstanding which have become due otherwise than by such declaration of
acceleration and interest, if any, thereon at the rate or rates prescribed
therefor in such Securities; and


 


(iii)                               all amounts due to the
Trustee under Section 807; and


 


(b)         all Events of Default
with respect to Securities of such series, other than the non-payment of the
principal of Securities of such series which shall have become due solely by
such declaration of acceleration, shall have been cured or waived as provided
in Section 713.


 


No such rescission shall
affect any subsequent Event of Default or impair any right consequent thereon.


 


Upon any rescission of
any acceleration of the Securities of any series pursuant to this Section, the
Trustee immediately shall file with the trustee(s) under the Mortgage(s)
pertaining to the related First Mortgage Bonds, a written notice of such
rescission.


 


SECTION 703.    Collection of Indebtedness and Suits for
Enforcement by Trustee.


 


If an Event of Default
described in clause (a) or (b) of Section 701 shall have occurred and be
continuing, the Company shall, upon demand of the Trustee, pay to it, for the
benefit of the Holders of the Securities with respect to which such Event of
Default shall have occurred, the whole amount then due and payable on such
Securities for principal and premium, if any, and interest, if any, and, to the
extent permitted by law, interest on overdue principal, premium and interest at
the rate or rates prescribed therefore in such Securities, and, in addition
thereto, such further amount as shall be sufficient to cover any amounts due to
the Trustee under Section 807.


 


If the Company shall fail
to pay such amounts forthwith upon such demand, the Trustee, in its own name
and as trustee of an express trust, may institute a judicial proceeding for the
collection of the sums so due and unpaid, may prosecute such proceeding to
judgment or final decree and may enforce the same against the Company or any
other obligor upon such Securities and collect the moneys adjudged or decreed
to be payable in the manner provided by law out of the property of the Company
or any other obligor upon such Securities, wherever situated.


 


50





















 


If an Event of Default
with respect to Securities of any series shall have occurred and be continuing,
the Trustee may in its discretion proceed to protect and enforce its rights and
the rights of the Holders of the Outstanding Securities by such appropriate
judicial proceedings as the Trustee shall deem most effectual to protect and
enforce any such rights, whether for the specific enforcement of any covenant
or agreement in this Indenture or in aid of the exercise of any power granted
herein, or to enforce any other proper remedy.


 


SECTION 704.    Application of Money Collected.


 


Any money collected by
the Trustee pursuant to this Article shall be applied in the following
order, to the extent permitted by law, at the date or dates fixed by the
Trustee and, in case of the distribution of such money on account of principal
or premium, if any, or interest, if any, upon presentation of the Securities
and the notation thereon of the payment if only partially paid and upon
surrender thereof if fully paid:


 


First:  To the payment of all amounts due the Trustee
under Section 807;


 


Second:  To the payment of the whole amount then due
and unpaid upon the Outstanding Securities for principal and premium, if any,
and interest, if any, in respect of which or for the benefit of which such
money has been collected; and in case such proceeds shall be insufficient to
pay in full the whole amount so due and unpaid upon such Securities, then to
the payment of such principal and interest, if any, thereon without any
preference or priority, ratably according to the aggregate amount so due and
unpaid, with any balance then remaining to the payment of premium, if any, and,
if so specified as contemplated by Section 301 with respect to the
Securities of any series, or any Tranche thereof, interest, if any, on overdue
premium, if any, and overdue interest, if any, ratably as aforesaid, all to the
extent permitted by applicable law;


 


Third:  To the payment of the remainder, if any, to
the Company or to whomsoever may be lawfully entitled to receive the same or as
a court of competent jurisdiction may direct.


 


SECTION 705.    Trustee May File Proofs of Claim.


 


In case of the pendency
of any receivership, insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment, composition or other judicial proceeding relative to
the Company or any other obligor upon the Securities or the property of the
Company or of such other obligor or their creditors, the Trustee shall be
entitled and empowered, by intervention in such proceeding or otherwise,


 


(a)          to file and prove a
claim for the whole amount of principal, premium, if any, and interest, if any,
owing and unpaid in respect of the Securities and to file such other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for amounts due to the Trustee under Section 807)
and of the Holders allowed in such judicial proceeding, and


 


(b)         to collect and receive
any moneys or other property payable or deliverable on any such claims and to
distribute the same;


 


51





















 


and any custodian,
receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Holder to make
such payments to the Trustee and, in the event that the Trustee shall consent
to the making of such payments directly to the Holders, to pay to the Trustee
any amounts due it under Section 807.


 


Nothing herein contained
shall be deemed to authorize the Trustee to authorize or consent to or accept
or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment
or composition affecting the Securities or the rights of any Holder thereof or
to authorize the Trustee to vote in respect of the claim of any Holder in any
such proceeding; provided, however, that the Trustee may, on behalf of the
Holders, be a member of a creditors’ or other similar committee.


 


SECTION 706.    Trustee May Enforce Claims without Possession
of Securities.


 


All rights of action and
claims under this Indenture or on the Securities may be prosecuted and enforced
by the Trustee without the possession of any of the Securities or the
production thereof in any proceeding relating thereto, and any such proceeding
instituted by the Trustee shall be brought in its own name as trustee of an
express trust, and any recovery of judgment shall, after provision for the
payment of the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel, be for the ratable benefit of the Holders
in respect of which such judgment has been recovered.


 


SECTION 707.    Limitation
on Suits.


 


No Holder of any Security
of any series shall have any right to institute any proceeding, judicial or
otherwise, with respect to this Indenture, or for the appointment of a receiver
or trustee, or for any other remedy hereunder, unless:


 


(a)          such Holder shall have
previously given written notice to the Trustee of a continuing Event of
Default;


 


(b)         the Holders of
twenty-five percent (25%) in aggregate principal amount of the Outstanding
Securities of all series in respect of which an Event of Default shall have
occurred and is continuing shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default in its own name as
Trustee hereunder;


 


(c)          such Holder or Holders
shall have offered to the Trustee reasonable indemnity against the costs,
expenses and liabilities to be incurred in compliance with such request;


 


(d)         the Trustee for sixty
(60) days after its receipt of such notice, request and offer of indemnity
shall have failed to institute any such proceeding; and


 


(e)          no direction
inconsistent with such written request shall have been given to the Trustee
during such sixty (60) day period by the Holders of a majority in aggregate
principal amount of the Outstanding Securities of all series in respect of
which an Event of Default shall have occurred and be continuing, considered as
one class.


 


52





















 


it being
understood and intended that no one or more of the Holders of any Securities
shall have any right in any manner whatever by virtue of, or by availing of,
any provision of this Indenture to affect, disturb or prejudice the rights of
any other Holders or to obtain or to seek to obtain priority or preference over
any other Holders or to enforce any right under this Indenture, except in the
manner herein provided and for the equal and ratable benefit of all Holders.


 


SECTION 708.    Unconditional Right of Holders to Receive
Principal, Premium and Interest.


 


Notwithstanding any other
provision in this Indenture, the Holder of any Security shall have the right,
which is absolute and unconditional, to receive payment of the principal of and
premium, if any, and (subject to Section 307) interest, if any, on such
Security on the Stated Maturity or Maturities expressed in such Security (or,
in the case of redemption, on the Redemption Date) and to institute suit for
the enforcement of any such payment, and such rights shall not be impaired
without the consent of such Holder.


 


SECTION 709.    Restoration of Rights and Remedies.


 


If the Trustee or any
Holder has instituted any proceeding to enforce any right or remedy under this
Indenture and such proceeding shall have been discontinued or abandoned for any
reason, or shall have been determined adversely to the Trustee or to such
Holder, then and in every such case, subject to any determination in such
proceeding, the Company, the Trustee and such Holder shall be restored
severally and respectively to their former positions hereunder and thereafter
all rights and remedies of the Trustee and such Holder shall continue as though
no such proceeding had been instituted.


 


SECTION 710.    Rights and Remedies Cumulative.


 


Except as otherwise
provided in the last paragraph of Section 306, no right or remedy herein
conferred upon or reserved to the Trustee or to the Holders is intended to be
exclusive of any other right or remedy, and every right and remedy shall, to
the extent permitted by law, be cumulative and in addition to every other right
and remedy given hereunder or now or hereafter existing at law or in equity or
otherwise.  The assertion or employment
of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.


 


SECTION 711.    Delay
or Omission Not Waiver.


 


No delay or omission of
the Trustee or of any Holder to exercise any right or remedy accruing upon any
Event of Default shall impair any such right or remedy or constitute a waiver
of any such Event of Default or an acquiescence therein.  Every right and remedy given by this Article or
by law to the Trustee or to the Holders may be exercised from time to time, and
as often as may be deemed expedient, by the Trustee or by the Holders, as the
case may be.


 


SECTION 712.    Control by Holders of Securities.


 


If an Event of Default
shall have occurred and be continuing in respect of a series of Securities, the
Holders of a majority in principal amount of the Outstanding Securities of such


 


53





















 


series shall have
the right to direct the time, method and place of conducting any proceeding for
any remedy available to the Trustee, or exercising any trust or power conferred
on the Trustee with respect to the Securities of such series; provided, however,
that if an Event of Default shall have occurred and be continuing with respect
to more than one series of Securities, the Holders of a majority in aggregate
principal amount of the Outstanding Securities of all such series, considered
as one class, shall have the right to make such direction, and not the Holders
of any one such series; and provided further, that


 


(a)          such direction shall not
be in conflict with any rule of law or with this Indenture, and could not
involve the Trustee in personal liability in circumstances where indemnity
would not, in the Trustee’s sole discretion, be adequate,


 


(b)         Trustee shall not
determine that the action so directed would be unjustly prejudicial to the
Holders not taking part in such direction, and


 


(c)          the Trustee may take any
other action deemed proper by the Trustee which is not inconsistent with such
direction.


 


SECTION 713.    Waiver of Past Defaults.


 


The Holders of a majority
in principal amount of the Outstanding Securities of any series may on behalf
of the Holders of all the Outstanding Securities of such series waive any past
default hereunder with respect to such series and its consequences, except a
default


 


(a)          in the payment of the
principal of or premium, if any, or interest, if any, on any Security of such
series, or


 


(b)         in respect of a covenant
or provision hereof which under Section 1102 cannot be modified or amended
without the consent of the Holder of each Outstanding Security of such series
affected.


 


Upon any such waiver,
such default shall cease to exist, and any and all Events of Default arising
therefrom shall be deemed to have been cured, for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other default
or impair any right consequent thereon.


 


SECTION 714.    Undertaking for Costs.


 


The Company and the
Trustee agree, and each Holder by its acceptance of a Security shall be deemed
to have agreed, that any court may in its discretion require, in any suit for
the enforcement of any right or remedy under this Indenture, or in any suit
against the Trustee for any action taken, suffered or omitted by it as Trustee,
the filing by any party litigant in such suit of an undertaking to pay the
costs of such suit, and that such court may in its discretion assess reasonable
costs, including reasonable attorneys’ fees, against any party litigant in such
suit, having due regard to the merits and good faith of the claims or defenses
made by such party litigant, all in the manner, to the extent and except as
provided in the Trust Indenture Act; but the provisions of this Section shall
not apply to any suit instituted by the Company, to any suit instituted by the
Trustee, to any suit instituted by any Holder, or group of Holders, holding in
the


 


54





















 


aggregate more
than ten percentum (10%) in aggregate principal amount of the Securities then
Outstanding, or to any suit instituted by any Holder for the enforcement of the
payment of the principal of or premium, if any, or interest, if any, on any
Security on or after the Stated Maturity or Maturities expressed in such
Security (or, in the case of redemption, on or after the Redemption Date).


 


SECTION 715.    Waiver of Stay or Extension Laws.


 


To the full extent that
it may lawfully so agree, the Company shall not at any time set up, claim or
otherwise seek to take the benefit or advantage of any stay or extension law,
now or hereafter in effect, in order to prevent or hinder the enforcement of
this Indenture; and the Company, for itself and all who may claim under it, so
far as it or they now or hereafter may lawfully do so, hereby waives the
benefit of all such laws.


 


SECTION 716.    Defaults under Mortgages.


 


In addition to every
other right and remedy provided herein, the Trustee may (but shall not be
obligated to) exercise any right or remedy available to the Trustee in its
capacity as owner and holder of First Mortgage Bonds which arises as a result
of a default or matured event of default under any Mortgage, whether or not an
Event of Default shall then have occurred and be continuing.


 


ARTICLE EIGHT



The Trustee


 


SECTION 801.                                      Certain
Duties and Responsibilities.


 


(a)          Except during the
continuance of an Event of Default,


 


(i)                                     the
Trustee undertakes to perform, such duties and only such duties as are
specifically set forth in this Indenture, and no implied covenants or
obligations shall be read into this Indenture against the Trustee; and


 


(ii)                                  in
the absence of bad faith on its part, the Trustee may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed
therein, upon certificates or opinions furnished to the Trustee and conforming
to the requirements of this Indenture; but in the case of any such certificates
or opinions which by any provisions hereof are specifically required to be
furnished to the Trustee, the Trustee shall be under a duty to examine the same
to determine whether or not they conform to the requirements of this Indenture.


 


(b)         In case an Event of
Default shall have occurred and be continuing, the Trustee shall exercise such
of the rights and powers vested in it by this Indenture, and use the same
degree of care and skill in their exercise, as a prudent man would exercise or
use under the circumstances in the conduct of his own affairs.


 


55





















 


(c)          No provision of this
Indenture shall be construed to relieve the Trustee from liability for its own
negligent action, its own negligent failure to act, or its own willful
misconduct, except that:


 


(i)                                     this
subsection shall not be construed to limit the effect of subsection (a)
of this Section;


 


(ii)                                  the
Trustee shall not be liable for any error of judgment made in good faith by a
Responsible Officer, unless it shall be proved that the Trustee was negligent
in ascertaining the pertinent facts;


 


(iii)                               the Trustee shall not be
liable with respect to any action taken or omitted to be taken by it in good
faith in accordance with the direction of the Holders of a majority in
principal amount of the Outstanding Securities, of any one or more series as
provided herein, relating to the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred upon the Trustee, under this Indenture with respect to the
Securities of such series; and


 


(iv)                              no
provision of this Indenture shall require the Trustee to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of
its duties hereunder, or in the exercise of any of its rights or powers, if it
shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to
it.


 


(d)         Whether or not therein
expressly so provided, every provision of this Indenture relating to the
conduct or affecting the liability of or affording protection to the Trustee
shall be subject to the provisions of this Section.


 


SECTION 802.    Notice of Defaults.


 


The Trustee shall give
the Holders notice of any default hereunder in the manner and to the extent
required to do so by the Trust Indenture Act, unless such default shall have
been cured or waived.  For the purpose of
this Section, the term “default” means
any event which is, or after notice or lapse of time, or both, would become, an
Event of Default with respect to the Securities of any series.  The Trustee shall give to the trustee under
each Mortgage a copy of each notice of default given to the Holders pursuant to
this Section.  In addition, the Trustee
shall give to the Holders copies of each notice of default under any Mortgage
given to the Trustee in its capacity as owner and holder of First Mortgage
Bonds delivered thereunder.


 


SECTION 803.    Certain Rights of Trustee.


 


Subject to the provisions
of Section 801 and to the applicable provisions of the Trust Indenture
Act:


 


(a)          the Trustee may rely and
shall be protected in acting or refraining from acting upon any resolution,
certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, debenture, note, other evidence of
indebtedness or other 


 


56





















 


paper or document believed by it to be genuine and to have been signed,
sent or presented by the proper party or parties;


 


(b)         any request, direction or
act of the Company mentioned herein shall be sufficiently evidenced by a
Company Request or Company Order, or as otherwise expressly provided herein,
and any resolution of the Board of Directors may be sufficiently evidenced by a
Board Resolution;


 


(c)          whenever in the
administration of this Indenture the Trustee shall deem it desirable that a
matter be proved or established prior to taking, suffering or omitting any
action hereunder, the Trustee (unless other evidence is specifically prescribed
herein) may, in the absence of bad faith on its part, rely upon an Officer’s
Certificate;


 


(d)         the Trustee may consult
with counsel and the written advice of such counsel or any Opinion of Counsel
shall be full and complete authorization and protection in respect of any
action taken, suffered or omitted by it hereunder in good faith and in reliance
thereon;


 


(e)          the Trustee shall be
under no obligation to exercise any of the rights or powers vested in it by
this Indenture at the request or direction of any Holder pursuant to this
Indenture, unless such Holder shall have offered to the Trustee reasonable
security or indemnity against the costs, expenses and liabilities which might
be incurred by it in compliance with such request or direction;


 


(f)            the Trustee shall not
be bound to make any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture, note, other evidence of
indebtedness or other paper or document, but the Trustee, in its discretion,
may make such further inquiry or investigation into such facts or matters as it
may see fit, and, if the Trustee shall determine to make such further inquiry or
investigation, it shall (subject to applicable legal requirements) be entitled
to examine, during normal business hours, the books, records and premises of
the Company, personally or by agent or attorney;


 


(g)         the Trustee may execute
any of the trusts or powers hereunder or perform any duties hereunder either
directly or by or through agents or attorneys and the Trustee shall not be
responsible for any misconduct or negligence on the part of any agent or
attorney appointed with due care by it hereunder; and


 


(h)         the Trustee shall have no
duty to inquire as to the performance of the Company with respect to the
covenants contained in Article 5; and the Trustee shall not be charged
with knowledge of any Event of Default with respect to the Securities of any
series, unless (i) a Responsible Officer of the Trustee shall have actual
knowledge of the Default or Event of Default or (ii) the Event of Default has
occurred pursuant to Sections 7.01(a) or 7.01(b) or (iii) written notice of
such Event of Default shall have been given to the Trustee by the Company, any
other obligor on such Securities or by any Holder of such Securities or, in the
case of a default described in Section 701(f), from the holder of any
indebtedness or from the trustee under any mortgage or other instrument
referred to in such Section.


 


57





















 


SECTION 804.    Not
Responsible for Recitals or Issuance of Securities.


 


The recitals contained
herein and in the Securities (except the Trustee’s certificates of
authentication) shall be taken as the statements of the Company, and neither
the Trustee nor any Authenticating Agent assumes any responsibility for their
correctness.  The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Securities.  Neither the Trustee nor any
Authenticating Agent shall be accountable for the use or application by the
Company of Securities or the proceeds thereof.


 


SECTION 805.    May
Hold Securities.


 


Each of the Trustee, any
Authenticating Agent, any Paying Agent, any Security Registrar or any other
agent of the Company or the Trustee, in its individual or any other capacity,
may become the owner or pledgee of Securities and, subject to Sections 808 and
813, may otherwise deal with the Company with the same rights it would have if
it were not such Trustee, Authenticating Agent, Paying Agent, Security
Registrar or other agent.


 


SECTION 806.    Money
Held in Trust.


 


Money held by the Trustee
in trust hereunder need not be segregated from other funds, except to the
extent required by law.  The Trustee
shall be under no liability for interest on or investment of any money received
by it hereunder except as expressly provided herein or otherwise agreed with,
and for the sole benefit of, the Company.


 


SECTION 807.    Compensation and Reimbursement.


 


The Company shall


 


(a)          pay to the Trustee from
time to time reasonable compensation as may be agreed with the Company for all
services rendered by it hereunder (which compensation shall not be limited by
any provision of law in regard to the compensation of a trustee of an express
trust);


 


(b)         except as otherwise
expressly provided herein, reimburse the Trustee upon its request for all
reasonable out-of-pocket expenses, disbursements and advances reasonably
incurred or made by the Trustee in accordance with any provision of this
Indenture (including the reasonable compensation and the expenses and
disbursements of its agents and counsel), except to the extent that any such
expense, disbursement or advance may be attributable to its negligence, willful
misconduct or bad faith; and


 


(c)          indemnify the Trustee
and hold it harmless from and against any loss, liability or expense reasonably
incurred by it arising out of or in connection with the acceptance or administration
of the trust or trusts hereunder or the performance of its duties hereunder,
including the reasonable costs and expenses of defending itself against any
claim or liability in connection with the exercise or performance of any of its
powers or duties hereunder, except to the extent any such loss, liability or
expense may be attributable to its negligence, willful misconduct or bad faith.


 


58





















 


As security for the
performance of the obligations of the Company under this Section, the Trustee
shall have a lien prior to the Securities upon all property and funds held or
collected by the Trustee as such other than property and funds held in trust
under Section 603 (except moneys payable to the Company as provided in Section 603).  “Trustee” for
purposes of this Section shall include any predecessor Trustee; provided,
however, that the negligence, willful misconduct or bad faith of any Trustee
hereunder shall not affect the rights of any other Trustee hereunder.


 


SECTION 808.    Disqualification; Conflicting Interests.


 


If the Trustee has or shall
acquire any conflicting interest within the meaning of the Trust Indenture Act,
it shall either eliminate such conflicting interest or resign to the extent, in
the manner and with the effect, and subject to the conditions, provided in the
Trust Indenture Act and this Indenture. 
For purposes of Section 310(b)(1) of the Trust Indenture Act and to
the extent permitted thereby, the Trustee, in its capacity as trustee in
respect of the Securities of any series, shall not be deemed to have a
conflicting interest arising from its capacity as trustee in respect of the
Securities of any other series.


 


SECTION 809.    Corporate Trustee Required; Eligibility.


 


There shall at all times
be a Trustee hereunder which shall be


 


(a)          a corporation organized
and doing business under the laws of the United States, any State or Territory
thereof or the District of Columbia, authorized under such laws to exercise
corporate trust powers, having a combined capital and surplus of at least Fifty
Million Dollars ($50,000,000) and subject to supervision or examination by
Federal, State, Territorial or District of Columbia authority, or


 


(b)         if and to the extent
permitted by the Commission by rule, regulation or order upon application, a
corporation or other Person organized and doing business under the laws of a
foreign government, authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus of at least Fifty Million Dollars
($50,000,000) or the Dollar equivalent of the applicable foreign currency and
subject to supervision or examination by authority of such foreign government
or a political subdivision thereof substantially equivalent to supervision or
examination applicable to United States institutional trustees,


 


and, in either
case, qualified and eligible under this Article and the Trust Indenture
Act.  If such corporation publishes
reports of condition at least annually, pursuant to law or to the requirements
of such supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such corporation shall be deemed
to be its combined capital and surplus as set forth in its most recent report
of condition so published.  If at any
time the Trustee shall cease to be eligible in accordance with the provisions
of this Section or the Trust Indenture Act, it shall resign immediately in
the manner and with the effect hereinafter specified in this Article.


 


59





















 


SECTION 810.                                      Resignation
and Removal; Appointment of Successor.


 


(a)          No resignation or
removal of the Trustee and no appointment of a successor Trustee pursuant to
this Article shall become effective until the acceptance of appointment by
the successor Trustee in accordance with the applicable requirements of Section 811.


 


(b)         The Trustee may resign at
any time with respect to the Securities of one or more series by giving written
notice thereof to the Company.  If the
instrument of acceptance by a successor Trustee required by Section 811
shall not have been delivered to the Trustee within thirty (30) days after the
giving of such notice of resignation, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of a successor Trustee.


 


(c)          The Trustee may be
removed at any time with respect to the Securities of one or more series by Act
of the Holders of a majority in principal amount of the Outstanding Securities
of such series delivered to the Trustee and to the Company.


 


(d)         If at any time:


 


(i)                                     the
Trustee shall fail to comply with Section 808 after written request
therefor by the Company or by any Holder who has been a bona fide Holder for at
least six months, or


 


(ii)                                  the
Trustee shall cease to be eligible under Section 809 or Section 310(a)
of the Trust Indenture Act and shall fail to resign after written request
therefor by the Company or by any such Holder, or


 


(iii)                               the Trustee shall become
incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver
of the Trustee or of its property shall be appointed or any public officer
shall take charge or control of the Trustee or of its property or affairs for
the purpose of rehabilitation, conservation or liquidation,


 


then, in any such
case, (x) the Company by Board Resolution may remove the Trustee with
respect to all Securities or (y) subject to Section 714, any Holder
who has been a bona fide Holder for at least six (6) months may, on behalf of
itself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee with respect to all series and the
appointment of a successor Trustee or Trustees.


 


(e)          If the Trustee shall
resign, be removed or become incapable of acting, or if a vacancy shall occur
in the office of Trustee for any cause (other than as contemplated in clause
(y) in subsection (d) of this Section), with respect to the Securities of
one or more series the Company, by Board Resolution, shall take prompt steps to
appoint a successor Trustee or Trustees with respect to the Securities of such
series and shall comply with the applicable requirements of Section 811.  If, within one (1) year after such
resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of one or more series shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its


 


60





















 


acceptance of such appointment in accordance with the applicable
requirements of Section 811, become the successor Trustee with respect to
the Securities of such series and to that extent supersede the successor
Trustee appointed by the Company.  If no
successor Trustee with respect to such Securities shall have been so appointed
by the Company or the Holders and accepted appointment in the manner required
by Section 811, any Holder who has been a bona fide Holder of a Security
of such series for at least six (6) months may, on behalf of itself and all
others similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Securities of such
series.


 


(f)            The Company shall give
notice of each resignation and each removal of the Trustee and each appointment
of a successor Trustee to all Holders of Securities.  Each notice shall include the name of the
successor Trustee and the address of its corporate trust office.


 


SECTION 811.                                      Acceptance
of Appointment by Successor.


 


(a)          In case of the
appointment hereunder of a successor Trustee with respect to the Securities of
all series, every such successor Trustee so appointed shall execute,
acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee,
without any further act, shall become vested with all the rights, powers,
trusts and duties of the retiring Trustee; but, on the request of the Company
or the successor Trustee, such retiring Trustee shall, upon payment of all sums
owed to it, execute and deliver an instrument transferring to such successor
Trustee all the rights, powers and trusts of the retiring Trustee and shall assign
and transfer to such successor Trustee all First Mortgage Bonds then held by
the retiring Trustee pursuant to this Indenture in accordance with all
requirements of such First Mortgage Bonds and the related Mortgage(s) and duly
assign, transfer and deliver to such successor Trustee all other property and all
money held by such retiring Trustee hereunder.


 


(b)         Upon the request of any
such successor Trustee, the Company shall execute instruments to more fully and
certainly vest in and confirm to such successor Trustee all rights, powers and
trusts referred to in subsection (a) of this Section.


 


(c)          No successor Trustee shall
accept its appointment unless at the time of such acceptance such successor
Trustee shall be qualified and eligible under this Article.


 


SECTION 812.    Merger, Conversion, Consolidation or
Succession to Business.


 


Any corporation into
which the Trustee may be merged or converted or with which it may be
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any corporation
succeeding to all or substantially all the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto.  In case any
Securities shall have been authenticated, but not delivered, by the Trustee
then in office, any successor by merger, conversion or consolidation to such
authenticating


 


61





















 


Trustee may adopt
such authentication and deliver the Securities so authenticated with the same
effect as if such successor Trustee had itself authenticated such Securities.


 


SECTION 813.    Preferential Collection of Claims against
Company.


 


If the Trustee shall be
or become a creditor of the Company or any other obligor upon the Securities
(other than by reason of a relationship described in Section 311(b) of the
Trust Indenture Act), the Trustee shall be subject to any and all applicable
provisions of the Trust Indenture Act regarding the collection of claims
against the Company or such other obligor. 
For purposes of Section 311(b) of the Trust Indenture Act:  (a) the term “cash
transaction” shall have the meaning provided in Rule 11b4 under the
Trust Indenture Act; and (b) the term “self-liquidating paper”
shall have the meaning provided in Rule 11b6 under the Trust Indenture Act.


 


SECTION 814.    Appointment of Authenticating Agent.


 


The Trustee may appoint
an Authenticating Agent or Agents acceptable to the Company with respect to the
Securities of one or more series, or any Tranche thereof, which shall be
authorized to act on behalf of the Trustee to authenticate Securities of such
series or Tranche issued upon original issuance, exchange, registration of transfer
or partial redemption thereof or pursuant to Section 306, and Securities
so authenticated shall be entitled to the benefits of this Indenture and shall
be valid and obligatory for all purposes as if authenticated by the Trustee
hereunder.  Wherever reference is made in
this Indenture to the authentication and delivery of Securities by the Trustee
or the Trustee’s certificate of authentication, such reference shall be deemed
to include authentication and delivery on behalf of the Trustee by an Authenticating
Agent and a certificate of authentication executed on behalf of the Trustee by
an Authenticating Agent.  Each
Authenticating Agent shall be acceptable to the Company and shall at all times
be a corporation organized and doing business under the laws of the United
States, any State or Territory thereof or the District of Columbia or the
Commonwealth of Puerto Rico, authorized under such laws to act as
Authenticating Agent, having a combined capital and surplus of not less than
Fifty Million Dollars ($50,000,000) and subject to supervision or examination
by Federal or State authority.  If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published.  If at any time an Authenticating Agent shall
cease to be eligible in accordance with the provisions of this Section, such
Authenticating Agent shall resign immediately in the manner and with the effect
specified in this Section.


 


Any corporation into
which an Authenticating Agent may be merged or converted or with which it may
be consolidated, or any corporation resulting from any merger, conversion or
consolidation to which such Authenticating Agent shall be a party, or any
corporation succeeding to all or substantially all of the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible
under this Section, without the execution or filing of any paper or any further
act on the part of the Trustee or the Authenticating Agent.


 


62





















 


An Authenticating Agent
may resign at any time by giving written notice thereof to the Trustee and to
the Company.  The Trustee may (and, upon
the request of the Company, shall) at any time terminate the agency of an
Authenticating Agent by giving written notice thereof to such Authenticating
Agent and to the Company.  Upon receiving
such a notice of resignation or upon such a termination, or in case at any time
such Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company. 
Any successor Authenticating Agent upon acceptance of its appointment
hereunder shall become vested with all the rights, powers and duties of its
predecessor hereunder, with like effect as if originally named as an
Authenticating Agent.  No successor
Authenticating Agent shall be appointed unless eligible under the provisions of
this Section.


 


The Company agrees to pay
to each Authenticating Agent from time to time reasonable compensation as
agreed with the Company for its services under this Section.


 


The provisions of
Sections 308, 804 and 805 shall be applicable to each Authenticating Agent.


 


If an appointment with
respect to the Securities of one or more series, or any Tranche thereof, shall
be made pursuant to this Section, the Securities of such series or Tranche may
have endorsed thereon, in addition to the Trustee’s certificate of
authentication, an alternate certificate of authentication substantially in the
following form:


 


This is one of the
Securities of the series designated therein referred to in the within-mentioned
Indenture.


 


	
   

  	
   

  	
   

  
	
   

  	
  As
  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
  As Authenticating Agent

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
  Authorized Officer

  



 


If all of the Securities
of a series may not be originally issued at one time, and if the Trustee does
not have an office capable of authenticating Securities upon original issuance
located in a Place of Payment where the Company wishes to have Securities of
such series authenticated upon original issuance, the Trustee, if so requested
by the Company in writing (which writing need not comply with Section 102
and need not be accompanied by an Opinion of Counsel), shall appoint, in
accordance with this Section and in accordance with such procedures as
shall be acceptable to the Trustee, an Authenticating Agent having an office in
a Place of Payment designated by the Company with respect to such series of
Securities.


 


63





















 


SECTION 815.    Co-trustee and Separate Trustees.


 


At any time or times, for
the purpose of meeting the legal requirements of any applicable jurisdiction,
the Company and the Trustee shall have power to appoint, and, upon the written
request of the Trustee or of the Holders of at least 25% in principal amount of
the Outstanding Securities, the Company shall for such purpose join with the
Trustee in the execution and delivery of all instruments and agreements
necessary or proper to appoint, one or more Persons approved by the Trustee
either to act as co-trustee, jointly with the Trustee, or to act as separate
trustee, in either case with such powers as may be provided in the instrument
of appointment, and to vest in such Person or Persons, in the capacity
aforesaid, any property, title, right or power deemed necessary or desirable,
subject to the other provisions of this Section.  If the Company does not join in such
appointment within 15 days after the receipt by it of a request so to do, or if
an Event of Default shall have occurred and be continuing, the Trustee alone
shall have power to make such appointment.


 


Should any written
instrument or instruments from the Company be required by any co-trustee or
separate trustee to more fully confirm to such co-trustee or separate trustee
such property, title, right or power, any and all such instruments shall, on
request, be executed, acknowledged and delivered by the Company.


 


Every co-trustee or
separate trustee shall, to the extent permitted by law, but to such extent
only, be appointed subject to the following conditions:


 


(a)          the Securities shall be
authenticated and delivered, and all rights, powers, duties and obligations
hereunder in respect of the custody of securities, cash and other personal
property held by, or required to be deposited or pledged with, the Trustee
hereunder, shall be exercised solely, by the Trustee;


 


(b)         the rights, powers,
duties and obligations hereby conferred or imposed upon the Trustee in respect
of any property covered by such appointment shall be conferred or imposed upon
and exercised or performed either by the Trustee or by the Trustee and such
co-trustee or separate trustee jointly, as shall be provided in the instrument
appointing such co-trustee or separate trustee, except to the extent that under
any law of any jurisdiction in which any particular act is to be performed, the
Trustee shall be incompetent or unqualified to perform such act, in which event
such rights, powers, duties and obligations shall be exercised and performed by
such co-trustee or separate trustee.


 


(c)          the Trustee at any time,
by an instrument in writing executed by it, with the concurrence of the
Company, may accept the resignation of or remove any co-trustee or separate
trustee appointed under this Section, and, if an Event of Default shall have
occurred and be continuing, the Trustee shall have power to accept the
resignation of, or remove, any such co-trustee or separate trustee without the
concurrence of the Company.  Upon the
written request of the Trustee, the Company shall join with the Trustee in the
execution and delivery of all instruments and agreements necessary or proper to
effectuate such resignation or removal. 
A successor to any co-trustee or separate trustee so resigned or removed
may be appointed in the manner provided in this Section;


 


64





















 


(d)         no co-trustee or separate
trustee hereunder shall be personally liable by reason of any act or omission
of the Trustee, or any other such trustee hereunder, and the Trustee shall not
be personally liable by reason of any act or omission of any such co-trustee or
separate trustee; and


 


(e)          any Act of Holders
delivered to the Trustee shall be deemed to have been delivered to each such
co-trustee and separate trustee.


 


ARTICLE NINE



Lists of Holders; Reports
by Trustee and Company


 


SECTION 901.    Lists
of Holders.


 


Semiannually, not later
than June 30 and December 31 in each year, commencing June 30,
2005, and within 30 days of such other times as the Trustee may request in
writing, the Company shall furnish or cause to be furnished to the Trustee
information as to the names and addresses of the Holders, as of a date no more
than fifteen (15) days prior to the date such information is so furnished, and
the Trustee shall preserve such information and similar information received by
it in any other capacity and afford to the Holders access to information so
preserved by it, all to such extent, if any, and in such manner as shall be
required by the Trust Indenture Act; provided, however, that no such list need
be furnished so long as the Trustee shall be the Security Registrar.


 


SECTION 902.    Reports by Trustee and Company.


 


Not later than June 30
in each year, commencing June 30, 2005, the Trustee shall transmit to the
Holders, the Commission and each securities exchange upon which any Securities
are listed, a report, dated as of the next preceding September 15, with
respect to any events and other matters described in Section 313(a) of the
Trust Indenture Act, in such manner and to the extent required by the Trust
Indenture Act.  The Trustee shall
transmit to the Holders, the Commission and each securities exchange upon which
any Securities are listed, and the Company shall file with the Trustee (within
thirty (30) days after filing with the Commission in the case of reports which
pursuant to the Trust Indenture Act must be filed with the Commission and
furnished to the Trustee) and transmit to the Holders, such other information,
reports and other documents, if any, at such times and in such manner, as shall
be required by the Trust Indenture Act. 
The Company shall notify the Trustee of the listing of any Securities on
any securities exchange.


 


ARTICLE TEN



Consolidation, Merger, Conveyance or Other Transfer


 


SECTION 1001.    Company may Consolidate, etc., Only on
Certain Terms.


 


The Company shall not
consolidate with or merge into any other Person, or convey or otherwise
transfer, or lease, the properties of the Company and its Restricted


 


65





















 


Subsidiaries,
taken as a whole, as or substantially as an entirety, to any Person, in one or
more related transactions, unless:


 


(a)          the Person formed by
such consolidation or into which the Company is merged or the Person which
acquires by conveyance or other transfer, or which leases, the properties of
the Company and its Restricted Subsidiaries, taken as a whole, as or
substantially as an entirety, shall be (i) a corporation organized or existing
under the laws of the United States, any State or Territory thereof or the
District of Columbia or (ii) a partnership or limited liability company
organized or existing under the laws of the United States, any State or
Territory thereof or the District of Columbia, in either case, that has at
least one Restricted Subsidiary that is a corporation organized or existing
under the laws of the United States, any State or Territory thereof or the
District of Columbia, which corporation becomes a co-issuer of the Securities
pursuant to a supplemental indenture in form reasonably satisfactory to the
trustee (such corporation and/or partnership, or limited liability company
being hereinafter sometimes called the “Successor”);
and in the case of either (i) or (ii), above, such Successor shall expressly
assume, by an indenture supplemental hereto, executed and delivered to the
Trustee, in form reasonably satisfactory to the Trustee, the due and punctual
payment of the principal of and premium, if any, and interest, if any, on all
the Securities then Outstanding and the performance and observance of every
covenant and condition of this Indenture to be performed or observed by the
Company;


 


(b)         immediately before and
after giving effect to such transaction or, series of related transactions, no
Default or Event of Default shall have occurred and be continuing; and


 


(c)          the Company shall have
delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel,
each of which shall state that such consolidation, merger, conveyance or other
transfer or lease, and such supplemental indenture, comply with this Article and
that all conditions precedent herein provided for relating to such transaction
have been complied with.


 


SECTION 1002.    Successor Substituted.


 


Upon any consolidation or
merger or any conveyance or other transfer of all the properties of the Company
and its Restricted Subsidiaries, taken as a whole, as or substantially as an
entirety, in accordance with Section 1001, the Successor shall succeed to,
and be substituted for, and may exercise every power and right of, the Company
under this Indenture with the same effect as if such Successor had been named
as the “Company” herein and, in the event of any such conveyance or transfer,
the Company (which term shall for this purpose means the Person named as the “Company”
in the first paragraph of this Indenture or any successor Person which shall
theretofore become such in the manner described in Section 1001), except
in the case of a lease, shall be discharged of all obligations and covenants
under this Indenture and the Securities and may be dissolved and
liquidated.  Without limiting the
generality of the foregoing, the Successor may execute and deliver to the
Trustee, and thereupon the Trustee shall, subject to the provisions of Article Three,
authenticate and deliver, Securities. 
All Securities so executed by the Successor, and authenticated and
delivered by the Trustee, shall in all respects be entitled to the benefits
provided by this Indenture equally and ratably with all Securities executed,


 


66





















 


authenticated and
delivered prior to the time such consolidation, merger, conveyance or other
transfer became effective.


 


SECTION 1003.    Merger into Company.


 


Nothing in this Indenture
shall be deemed to prevent or restrict (a) any consolidation or merger after
the consummation of which the Company would be the surviving or resulting
entity, or (b) any conveyance or other transfer, or lease of any part of the
properties of the Company which does not constitute the entirety, or
substantially the entirety, thereof, or (c) any conveyance or other transfer or
lease of properties of any Restricted Subsidiaries to the Company.


 


ARTICLE ELEVEN



Supplemental Indentures


 


SECTION 1101.    Supplemental Indentures without Consent of
Holders.


 


Without the consent of
any Holders, the Company and the Trustee, at any time and from time to time,
may enter into one or more indentures supplemental hereto, in form satisfactory
to the Trustee, for any of the following purposes:


 


(a)          to evidence the
succession of another Person to the Company and the assumption by any such
successor of the covenants of the Company herein and in the Securities, all as
provided in Article Ten, including in the case of a merger or
consolidation or sale of all or substantially all of the Company’s assets; or


 


(b)         to add one or more
covenants of the Company or other provisions for the benefit of all Holders or
for the benefit of the Holders of, or to remain in effect only so long as there
shall be Outstanding, Securities of one or more specified series, or one or
more specified Tranches thereof, or to surrender any right or power herein
conferred upon the Company; or


 


(c)          to add any additional
Event of Default with respect to all or any series of Outstanding Securities
hereunder; or


 


(d)         to change or eliminate
any provision of this Indenture or to add any new provision to this Indenture;
provided, however, that if such change, elimination or addition shall adversely
affect the interests of the Holders of Securities of any series or Tranche in
any material respect, such change, elimination or addition shall become
effective with respect to such series or Tranche only pursuant to the
provisions of Section 1102 hereof or when no Security of such series or
Tranche remains Outstanding; or


 


(e)          to provide guarantees or
additional collateral security for all but not part of the Securities; or


 


(f)            to establish the form
or terms of Securities of any series or Tranche as contemplated by Sections 201
and 301; or


 


67





















 


(g)         to provide for the
authentication and delivery of bearer securities and coupons appertaining
thereto representing interest, if any, thereon and for the procedures for the
registration, exchange and replacement thereof and for the giving of notice to,
and the solicitation of the vote or consent of, the holders thereof, and for
any and all other matters incidental thereto; or


 


(h)         to evidence and provide
for the acceptance of appointment hereunder by a successor Trustee or by a
co-trustee or separate trustee with respect to the Securities of one or more
series and to add or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, pursuant to the requirements of the
Indenture; or


 


(i)             to provide for the
procedures required to permit the Company to utilize, at its option, a
non-certificated system of registration for all, or any series or Tranche of,
the Securities; or


 


(j)             to change any place
or places where (1) the principal of and premium, if any, and interest, if any,
on all or any series of Securities, or any Tranche thereof, shall be payable,
(2) all or any series of Securities, or any Tranche thereof, may be surrendered
for registration of transfer, (3) all or any series of Securities, or any
Tranche thereof, may be surrendered for exchange and (4) notices and demands to
or upon the Company in respect of all or any series of Securities, or any
Tranche thereof, and this Indenture may be served; or


 


(k)          to cure any ambiguity,
to correct or supplement any provision herein which may be defective or
inconsistent with any other provision herein; or to make any other changes to
the provisions hereof or to add other provisions with respect to matters or
questions arising under this Indenture, provided that such other changes or
additions shall not adversely affect the interests of the Holders of Securities
of any series or Tranche in any material respect; or


 


(l)             to modify, eliminate
or add to the provisions of this Indenture to such extent as shall be necessary
to effect the qualification of this Indenture under the Trust Indenture Act and
to add to the Indenture such other provisions as may be expressly required
under the Trust Indenture Act.


 


SECTION 1102.    Supplemental Indentures with Consent of
Holders.


 


Subject to the provisions
of Section 1101, with the consent of the Holders of a majority in
aggregate principal amount of the Securities of all series then Outstanding
under this Indenture, considered as one class, by Act of said Holders delivered
to the Company and the Trustee, the Company and the Trustee may enter into an
indenture or indentures supplemental hereto for the purpose of adding any
provisions to, or changing or amending in any manner or eliminating any of the
provisions of, this Indenture; provided, however, that if there shall be
Securities of more than one series Outstanding hereunder and if a proposed
supplemental indenture shall directly affect the rights of the Holders of
Securities of one or more, but less than all, of such series, then the consent
only of the Holders of a majority in aggregate principal amount of the
Outstanding Securities of all series so directly affected, considered as one
class,


 


68





















 


shall be required;
and provided, further, that if the Securities of any series shall have been
issued in more than one Tranche and if the proposed supplemental indenture
shall directly affect the rights of the Holders of Securities of one or more,
but less than all, of such Tranches, then the consent only of the Holders of a
majority in aggregate principal amount of the Outstanding Securities of all
Tranches so directly affected, considered as one class, shall be required; and
provided, further, that no such supplemental indenture shall:


 


(a)          change the Stated
Maturity of the principal of, or any installment of principal of or interest
on, any Security other than pursuant to the terms thereof, or reduce the
principal amount thereof or the rate of interest thereon (or the amount of any
installment of interest thereon) or change the method of calculating such rate
or reduce any premium payable thereon, or reduce the amount of the principal of
any Discount Security that would be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 702, or change
the coin or currency (or other property), in which any Security or premium, if
any, or interest, if any, thereon is payable, or impair the right to institute
suit for the enforcement of any such payment on or after the Maturity of any
Security, without, in any such case, the consent of the Holder of such
Security; or


 


(b)         permit the creation of
any Lien ranking prior to the Lien of this Indenture with respect to any First
Mortgage Bond delivered to and held by the Trustee pursuant to Article Three,
or (except in accordance with the provisions of this Indenture) terminate the
Lien of this Indenture on any such First Mortgage Bond or amend or waive the
provisions of Section 315 or 316 as applicable to any First Mortgage Bond,
without, in any such case, the consent of the Holders of all Securities of the
related series then Outstanding; or


 


(c)          reduce the percentage in
principal amount of the Outstanding Securities of any series, or any Tranche
thereof, the consent of the Holders of which is required for any such
supplemental indenture, or the consent of the Holders of which is required for
any waiver of compliance with any provision of this Indenture or of any default
hereunder and its consequences, or reduce the requirements of Section 1204
for quorum or voting, without, in any such case, the consent of the Holder of
each Outstanding Security of such series or Tranche; or


 


(d)         modify any of the
provisions of this Section, Section 317, Section 508 or Section 713
with respect to the Securities of any series or any Tranche thereof (except to
increase the percentages in principal amount referred to in this Section or
such other Sections or to provide that other provisions of this Indenture
cannot be modified or waived without the consent of the Holders of all
Securities of such series or Tranche) without, in any such case, the consent of
the Holder of each Outstanding Security of such series or Tranche; provided,
however, that this clause shall not be deemed to require the consent of any
Holder with respect to changes in the references to “the Trustee” and
concomitant changes in this Section, or the deletion of this proviso, in
accordance with the requirements of Sections 811(b) and 1101(g).


 


A supplemental indenture
which (x) changes or eliminates any covenant or other provision of this
Indenture which has expressly been included solely for the benefit of the
Holders of, or which is to remain in effect only so long as there shall be
Outstanding, Securities


 


69





















 


of one or more
specified series, or one or more Tranches thereof, or (y) modifies the rights
of the Holders of Securities of such series or Tranches with respect to such
covenant or other provision, shall be deemed not to affect the rights under
this Indenture of the Holders of Securities of any other series or Tranche.


 


If the supplemental
indenture, Board Resolution or Officer’s Certificate establishing any series of
Securities, or Tranche thereof, so provides, the Holders of such Securities
shall be deemed to have consented, by virtue of their acceptance of such
Securities, to a supplemental indenture containing the additions, changes or
eliminations to or from the Indenture which are specified in such supplemental
indenture, Board Resolution or Officer’s Certificate.  No Act of such Holders will be required to
evidence such consent and such consent may be counted in the determination of
whether the Holders of the requisite principal amount of Outstanding Securities
have consented to such supplemental indenture.


 


It shall not be necessary
for any Act of Holders under this Section to approve the particular form
of any proposed supplemental indenture, but it shall be sufficient if such Act
shall approve the substance thereof.


 


SECTION 1103.    Execution of Supplemental Indentures.


 


In executing, or
accepting the additional trusts created by, any supplemental indenture
permitted by this Article or the modifications thereby of the trusts
created by this Indenture, the Trustee shall be entitled to receive, and
(subject to Section 801) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. 
The Trustee may, but shall not be obligated to, enter into any such
supplemental indenture which affects the Trustee’s own rights, duties,
immunities or liabilities under this Indenture or otherwise.


 


SECTION 1104.    Effect of Supplemental Indentures.


 


Upon the execution and
delivery of any supplemental indenture under this Article this Indenture
shall be modified in accordance therewith, and such supplemental indenture
shall form a part of this Indenture for all purposes; and every Holder of
Securities theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby.  Any supplemental
indenture permitted by this Article may restate this Indenture in its
entirety, and, upon the execution and delivery thereof, any such restatement
shall supersede this Indenture as theretofore in effect for all purposes.


 


SECTION 1105.    Conformity
with Trust Indenture Act.


 


Every supplemental
indenture executed pursuant to this Article shall conform to the
requirements of the Trust Indenture Act.


 


SECTION 1106.    Reference in Securities to Supplemental
Indentures.


 


Securities of any series,
or any Tranche thereof, authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and shall if required
by the Trustee, bear a notation in form approved by the Trustee as to any
matter provided for in


 


70





















 


such supplemental
indenture.  If the Company shall so
determine, new Securities of any series, or any Tranche thereof, so modified as
to conform, in the opinion of the Trustee and the Company, to any such supplemental
indenture may be prepared and executed by the Company and authenticated and
delivered by the Trustee in exchange for Outstanding Securities of such series
or Tranche.


 


SECTION 1107.    Modification without Supplemental Indenture.


 


To the extent, if any,
that the terms of any particular series of Securities shall have been
established in an Officer’s Certificate or a Board Resolution as contemplated
by Section 301, and not in a supplemental indenture, additions to, changes
in or the elimination of any of such terms may be effected by means of a
supplemental Officer’s Certificate or a supplemental Board Resolution, as the
case may be, delivered to, and accepted by, the Trustee; provided, however,
that such supplemental Officer’s Certificate or supplemental Board Resolution
shall not be accepted by the Trustee or otherwise be effective unless all
conditions set forth in this Indenture which would be required to be satisfied
if such additions, changes or elimination were contained in a supplemental indenture
shall have been appropriately satisfied. 
Upon the acceptance thereof by the Trustee, any such supplemental
Officer’s Certificate or supplemental Board Resolution shall be deemed to be a “supplemental
indenture” for purposes of Section 1104 and 1106.


 


ARTICLE TWELVE



Meetings of Holders;
Action without Meeting


 


SECTION 1201.    Purposes for Which Meetings May Be Called.


 


A meeting of Holders of
Securities of one or more, or all, series, or any Tranche or Tranches thereof,
may be called at any time and from time to time pursuant to this Article to
make, give or take any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be made, given or
taken by Holders of Securities of such series or Tranches.


 


SECTION 1202.    Call,
Notice and Place of Meetings.


 


(a)          The Trustee may at any
time call a meeting of Holders of Securities of one or more, or all, series, or
any Tranche or Tranches thereof, for any purpose specified in Section 1201,
to be held at such time and (except as provided in subsection (b) of this
Section) at such place in the Borough of Manhattan, The City of New York, as
the Trustee shall determine, or, with the approval of the Company, at any other
place.  Notice of every such meeting, setting
forth the time and the place of such meeting and in general terms the action
proposed to be taken at such meeting, shall be given, in the manner provided in
Section 106, not less than twenty-one (21) nor more than one hundred
eighty (180) days prior to the date fixed for the meeting.


 


(b)         The Trustee may be asked
to call a meeting of the Holders of Securities of one or more, or all, series,
or any Tranche or Tranches thereof, by the Company or by the Holders of
thirty-three percentum (33%) in aggregate principal amount of all of such
series


 


71





















 


and Tranches, considered as one class, for any purpose specified in Section 1201,
by written request setting forth in reasonable detail the action proposed to be
taken at the meeting.  If the Trustee
shall have been asked by the Company to call such a meeting, the Company shall
determine the time and place for such meeting and may call such meeting by
giving notice thereof in the manner provided in subsection (a) of this
Section, or shall direct the Trustee, in the name and at the expense of the
Company, to give such notice.  If the
Trustee shall have been asked to call such a meeting by Holders in accordance
with this subsection (b), and the Trustee shall not have given the notice
of such meeting within twenty-one (21) days after receipt of such request or
shall not thereafter proceed to cause the meeting to be held as provided
herein, then the Holders of Securities of such series and Tranches, in the
principal amount above specified, may determine the time and the place in the
Borough of Manhattan, The City of New York, or in such other place as shall be
determined or approved by the Company, for such meeting and may call such
meeting for such purposes by giving notice thereof as provided in subsection (a)
of this Section.


 


(c)          Any meeting of Holders
of Securities of one or more, or all, series, or any Tranche or Tranches
thereof, shall be valid without notice if the Holders of all Outstanding
Securities of such series or Tranches are present in person or by proxy and if
representatives of the Company and the Trustee are present, or if notice is
waived in writing before or after the meeting by the Holders of all Outstanding
Securities of such series, or any Tranche or Tranches thereof, or by such of
them as are not present at the meeting in person or by proxy, and by the
Company and the Trustee.


 


SECTION 1203.    Persons Entitled to Vote at Meetings.


 


To be entitled to vote at
any meeting of Holders of Securities of one or more, or all, series, or any
Tranche or Tranches thereof, a Person shall be (a) a Holder of one or more
Outstanding Securities of such series or Tranches, or (b) a Person appointed by
an instrument in writing as proxy for a Holder or Holders of one or more
Outstanding Securities of such series or Tranches by such Holder or
Holders.  The only Persons who shall be
entitled to attend any meeting of Holders of Securities of any series or
Tranche shall be the Persons entitled to vote at such meeting and their
counsel, any representatives of the Trustee and its counsel and any
representatives of the Company and its counsel.


 


SECTION 1204.    Quorum; Action.


 


The Persons entitled to
vote a majority in aggregate principal amount of the Outstanding Securities of
the series and Tranches with respect to which a meeting shall have been called
as hereinbefore provided, considered as one class, shall constitute a quorum
for a meeting of Holders of Securities of such series and Tranches; provided,
however, that if any action is to be taken at such meeting which this Indenture
expressly provides may be taken by the Holders of a specified percentage, which
is less than a majority, in principal amount of the Outstanding Securities of
such series and Tranches, considered as one class, the Persons entitled to vote
such specified percentage in principal amount of the Outstanding Securities of
such series and Tranches, considered as one class, shall constitute a
quorum.  In the absence of a quorum
within one hour of the time appointed for any such meeting, the meeting shall,
if convened at the request of Holders of Securities of such series and
Tranches, be dissolved.  In any other
case the


 


72





















 


meeting may be
adjourned for such period as may be determined by the chairman of the meeting
prior to the adjournment of such meeting. 
In the absence of a quorum at any such adjourned meeting, such adjourned
meeting may be further adjourned for such period as may be determined by the
chairman of the meeting prior to the adjournment of such adjourned
meeting.  Except as provided by Section 1205(e),
notice of the reconvening of any meeting adjourned for more than thirty (30)
days shall be given as provided in Section 106 not less than ten (10) days
prior to the date on which the meeting is scheduled to be reconvened.  Notice of the reconvening of an adjourned
meeting shall state expressly the percentage, as provided above, of the
principal amount of the Outstanding Securities of such series and Tranches
which shall constitute a quorum.


 


Except as limited by Section 1102,
any resolution presented to a meeting or adjourned meeting duly reconvened at
which a quorum is present as aforesaid may be adopted only by the affirmative
vote of the Holders of a majority in aggregate principal amount of the
Outstanding Securities of the series and Tranches with respect to which such
meeting shall have been called, considered as one class; provided, however,
that, except as so limited, any resolution with respect to any action which
this Indenture expressly provides may be taken by the Holders of a specified
percentage, which is less than a majority, in principal amount of the
Outstanding Securities of such series and Tranches, considered as one class,
may be adopted at a meeting or an adjourned meeting duly reconvened and at
which a quorum is present as aforesaid by the affirmative vote of the Holders
of such specified percentage in principal amount of the Outstanding Securities
of such series and Tranches, considered as one class.


 


Any resolution passed or
decision taken at any meeting of Holders of Securities duly held in accordance
with this Section shall be binding on all the Holders of Securities of the
series and Tranches with respect to which such meeting shall have been held,
whether or not present or represented at the meeting.


 


SECTION 1205.    Attendance at Meetings; Determination of
Voting Rights; Conduct and Adjournment of Meetings.


 


(a)          Attendance at meetings
of Holders of Securities may be in person or by proxy; and, to the extent
permitted by law, any such proxy shall remain in effect and be binding upon any
future Holder of the Securities with respect to which it was given unless and
until specifically revoked by the Holder or future Holder (except as provided
in Section 104(g)) of such Securities before being voted.


 


(b)         Notwithstanding any other
provisions of this Indenture, the Trustee may make such reasonable regulations
as it may deem advisable for any meeting of Holders of Securities in regard to
proof of the holding of such Securities and of the appointment of proxies and
in regard to the appointment and duties of inspectors of votes, the submission
and examination of proxies, certificates and other evidence of the right to
vote, and such other matters concerning the conduct of the meeting as it shall
deem appropriate.  Except as otherwise
permitted or required by any such regulations and approved by the Company, the
holding of Securities shall be proved in the manner specified in Section 104
and the appointment of any proxy shall be proved in the manner specified in Section 104.  Such regulations may provide that written
instruments appointing proxies, regular on their face,


 


73





















 


may be presumed valid and genuine without the proof specified in Section 104
or other proof.


 


(c)          The Trustee shall, by an
instrument in writing, appoint a temporary chairman of the meeting, unless the
meeting shall have been called by the Company or by Holders as provided in Section 1202(b),
in which case the Company or the Holders of Securities of the series and
Tranches calling the meeting, as the case may be, shall in like manner appoint
a temporary chairman.  A permanent
chairman and a permanent secretary of the meeting shall be elected by vote of
the Persons entitled to vote a majority in aggregate principal amount of the
Outstanding Securities of all series and Tranches represented at the meeting,
considered as one class.


 


(d)         At any meeting each
Holder or proxy shall be entitled to one vote for each One Thousand Dollars
($1,000) principal amount of Outstanding Securities held or represented by such
Holder; provided, however, that no vote shall be cast or counted at any meeting
in respect of any Security challenged as not Outstanding and ruled by the
chairman of the meeting to be not Outstanding. 
The chairman of the meeting shall have no right to vote, except as a
Holder of a Security or proxy.


 


(e)          Any meeting duly called
pursuant to Section 1202 at which a quorum is present may be adjourned
from time to time by Persons entitled to vote a majority in aggregate principal
amount of the Outstanding Securities of all series and Tranches represented at
the meeting, considered as one class; and the meeting may be held as so
adjourned without further notice.


 


SECTION 1206.    Counting Votes and Recording Action of
Meetings.


 


The vote upon any
resolution submitted to any meeting of Holders shall be by written ballots on
which shall be subscribed the signatures of the Holders or of their
representatives by proxy and the principal amounts and serial numbers of the
Outstanding Securities, of the series and Tranches with respect to which the
meeting shall have been called, held or represented by them.  The permanent chairman of the meeting shall
appoint two inspectors of votes who shall count all votes cast at the meeting
for or against any resolution and who shall make and file with the secretary of
the meeting their verified written reports of all votes cast at the meeting.  A record in duplicate of the proceedings of
each meeting of Holders shall be prepared by the secretary of the meeting and
there shall be attached to such record the original reports of the inspectors
of votes on any vote by ballot taken thereat and affidavits by one or more
persons having knowledge of the facts setting forth a copy of the notice of the
meeting and showing that such notice was given as provided in Section 1202
and, if applicable, Section 1204. 
Each copy shall be signed and verified by the affidavits of the
permanent chairman and secretary of the meeting and one such copy shall be
delivered to the Company, and another to the Trustee to be preserved by the
Trustee, the latter to have attached thereto the ballots voted at the meeting.  Any record so signed and verified shall be
conclusive evidence of the matters therein stated.


 


74





















 


SECTION 1207.    Action without Meeting.


 


In lieu of a vote of
Holders at a meeting as hereinbefore contemplated in this Article, any request,
demand, authorization, direction, notice, consent, waiver or other action may
be made, given or taken by Holders by written instruments as provided in Section 104.


 


ARTICLE THIRTEEN


 


Immunity of Incorporators, Stockholders, Officers and Directors


 


SECTION 1301.    Liability Solely Corporate.


 


No recourse shall be had
for the payment of the principal of or premium, if any, or interest, if any, on
any Securities, or any part thereof, or for any claim based thereon or
otherwise in respect thereof, or of the indebtedness represented thereby, or
upon any obligation, covenant or agreement under this Indenture, against any
incorporator, stockholder, officer, director or employee, as such, past,
present or future, of the Company or of any predecessor or successor
corporation (either directly or through the Company or a predecessor or
successor corporation), whether by virtue of any constitutional provision,
statute or rule of law or by the enforcement of any assessment or penalty or
otherwise; it being expressly agreed and understood that this Indenture and all
the Securities are solely corporate obligations and that no personal liability
whatsoever shall attach to, or be incurred by, any incorporator, stockholder,
officer, director or employee, past, present or future, of the Company or of
any predecessor or successor corporation, either directly or indirectly through
the Company or any predecessor or successor corporation, because of the
indebtedness hereby authorized or under or by reason of any of the obligations,
covenants or agreements contained in this Indenture or in any of the Securities
or to be implied herefrom or therefrom; and such personal liability, if any, is
hereby expressly waived and released as a condition of, and as part of the consideration
for, the execution and delivery of this Indenture and the issuance of the
Securities.


 


75





















 


IN WITNESS WHEREOF,
the parties hereto have caused this Indenture to be duly executed as of the day
and year first above written.


 


	
   

  	
  NORTHWESTERN
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brian B.
  Bird

  	
   

  
	
   

  	
  Name: Brian B. Bird

  
	
   

  	
  Title: Vice President and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  U.S. BANK
  NATIONAL ASSOCIATION, Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Lori-Anne
  Rosenberg

  	
   

  
	
   

  	
  Name: Lori-Anne Rosenberg

  
	
   

  	
  Title: Assistant Vice President

  



 


76