Exhibit
4.4


 




 





 


NORTHWESTERN CORPORATION


 


TO


 


THE BANK OF NEW YORK


 


AND


 


MARYBETH LEWICKI


 


As Trustees under Mortgage and

Deed of Trust, dated as of

October 1, 1945, with NorthWestern Corporation


 


 


TWENTY-FOURTH SUPPLEMENTAL INDENTURE


 


Providing, among other things, for


 


First Mortgage Bonds, Collateral (2004) Series A, due
2009

First Mortgage Bonds, Collateral (2004) Series B, due 2011

and

First Mortgage Bonds, Collateral (2004) Series C, due 2014


 


 


Dated as of November 1, 2004




 





 





















 


TWENTY-FOURTH
SUPPLEMENTAL INDENTURE


 


 


THIS TWENTY-FOURTH SUPPLEMENTAL INDENTURE, dated as of
November 1, 2004, between NORTHWESTERN CORPORATION, a corporation
duly incorporated and existing under the laws of the State of Delaware
(hereinafter called the “Company”), having its principal office at 125
S. Dakota Avenue, Suite 1100, Sioux Falls, South Dakota 57104, and THE BANK OF
NEW YORK (hereinafter called the “Corporate Trustee”), a corporation of
the State of New York, whose principal corporate trust office is located at 101
Barclay Street, New York, New York 10286 (successor to MORGAN GUARANTY TRUST
COMPANY OF NEW YORK (formerly Guaranty Trust Company of New York)), and
MARYBETH LEWICKI, whose post office address is c/o The Bank of New York, 101
Barclay Street, New York, New York 10286 (successor Co-Trustee to
Douglas J. MacInnes, Arthur E. Burke, Karl R. Henrich, H.H. Gould, R.
Amundsen, P.J. Crowley and W.T. Cunningham) (said MaryBeth Lewicki being
hereinafter sometimes called the “Co-Trustee”, and the Corporate Trustee
and the Co-Trustee being hereinafter together sometimes called the “Trustees”),
as Trustees under the Mortgage and Deed of Trust, dated as of October 1, 1945
(hereinafter called the “Mortgage” and, together with any indentures
supplemental thereto, the “Indenture”), which Mortgage was executed and
delivered by The Montana Power Company, a corporation of the State of New
Jersey (hereinafter called the “Company-New Jersey”), as indirect
predecessor under the Mortgage to the Company (the Company being successor
under the Mortgage to NorthWestern Energy, L.L.C. (hereinafter called “NorthWestern
Energy”), formerly known as The Montana Power, L.L.C., a limited liability
company of the State of Montana, and NorthWestern Energy being the successor
under the Mortgage to The Montana Power Company, a corporation of the State of
Montana (hereinafter called the “Company-Montana”)), to Guaranty Trust
Company of New York and Arthur E. Burke, as Trustees, to secure the payment of
bonds issued or to be issued under and in accordance with the provisions of the
Mortgage, reference to which Mortgage is hereby made, this instrument
(hereinafter called the “Twenty-fourth Supplemental Indenture”) being
supplemental thereto;


 


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


 


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


 





















 


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


 


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


 


WHEREAS, the Company-Montana was merged into
NorthWestern Energy (under its then name, The Montana Power, L.L.C.) on
February 13, 2002, and to evidence the succession of NorthWestern Energy (under
its then name, The Montana Power, L.L.C.) to the Company-Montana for purposes
of the bonds and the Indenture and the assumption by NorthWestern Energy (under
its then name, The Montana Power, L.L.C.) of the covenants and conditions of
the Company-Montana in the bonds and in the Indenture contained and to enable
NorthWestern Energy (under its then name, The Montana Power, L.L.C.) to have
and exercise the powers and rights of the Company-Montana under the Indenture
in accordance 


 


2





















 


with the terms thereof,
NorthWestern Energy (under its then name, The Montana Power, L.L.C.) executed
and delivered to the Trustees its Twenty-First Supplemental Indenture, dated as
of February 13, 2002 (hereinafter called the “Twenty-first Supplemental
Indenture”); and


 


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


 


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


 


WHEREAS, the Company executed and delivered to the
Trustees its Twenty-third Supplemental Indenture, dated as of February 1, 2003
(hereinafter called the “Twenty-third Supplemental Indenture”); and


 


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


 


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


 


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


 


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


 


3





















 


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


 


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


 


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


 


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


 


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


 


4





















 


	
  Series

  	
   

  	
  Principal 

  Amount 

  Issued

  	
   

  	
  Principal Amount 

  Outstanding

  	
   

  
	
  2-7/8% Series due 1975

  	
   

  	
  $

  	
  40,000,000

  	
   

  	
  NONE

  	
   

  
	
  3-1/8% Series due 1984

  	
   

  	
  6,000,000

  	
   

  	
  NONE

  	
   

  
	
  4-1/2% Series due 1989

  	
   

  	
  15,000,000

  	
   

  	
  NONE

  	
   

  
	
  8-1/4% Series due 1974

  	
   

  	
  30,000,000

  	
   

  	
  NONE

  	
   

  
	
  7-1/2% Series due 2001 (Fifth)

  	
   

  	
  25,000,000

  	
   

  	
  NONE

  	
   

  
	
  8-5/8% Series due 2004

  	
   

  	
  60,000,000

  	
   

  	
  NONE

  	
   

  
	
  8-3/4% Series due 1981

  	
   

  	
  30,000,000

  	
   

  	
  NONE

  	
   

  
	
  9.60% Series due 2005

  	
   

  	
  35,000,000

  	
   

  	
  NONE

  	
   

  
	
  9.70% Series due 2005

  	
   

  	
  65,000,000

  	
   

  	
  NONE

  	
   

  
	
  9-7/8% Series due 2009

  	
   

  	
  50,000,000

  	
   

  	
  NONE

  	
   

  
	
  11-3/4% Series due 1993

  	
   

  	
  75,000,000

  	
   

  	
  NONE

  	
   

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

  	
   

  	
  80,000,000

  	
   

  	
  NONE

  	
   

  
	
  8-1/8% Series due 2014

  	
   

  	
  41,200,000

  	
   

  	
  NONE

  	
   

  
	
  7.70% Series due 1999 (Fourteenth)

  	
   

  	
  55,000,000

  	
   

  	
  NONE

  	
   

  
	
  8-1/4% Series due 2007 (Fifteenth)

  	
   

  	
  55,000,000

  	
   

  	
  $365,000

  	
   

  
	
  8.95% Series due 2022 (Sixteenth)

  	
   

  	
  50,000,000

  	
   

  	
  1,446,000

  	
   

  
	
  Secured Medium-Term Notes (Seventeenth)

  	
   

  	
  68,000,000

  	
   

  	
  13,000,000

  	
   

  
	
  7% Series due 2005 (Eighteenth)

  	
   

  	
  50,000,000

  	
   

  	
  5,386,000

  	
   

  
	
  6-1/8% Series due 2023 (Nineteenth)

  	
   

  	
  90,205,000

  	
   

  	
  90,205,000

  	
   

  
	
  5.90% Series due 2023 (Twentieth)

  	
   

  	
  80,000,000

  	
   

  	
  80,000,000

  	
   

  
	
  0% Series due 1999 (Twenty-first)

  	
   

  	
  210,321,007

  	
   

  	
  NONE

  	
   

  
	
  7.30% Series due 2006 (Twenty-second)

  	
   

  	
  150,000,000

  	
   

  	
  150,000,000

  	
   

  
	
  Collateral (2002) Series due 2006
  (Twenty-third)

  	
   

  	
  280,000,000

  	
   

  	
  NONE(1)

  	
   

  
							



 










(1)                                  Being
paid and surrendered for cancellation concurrently with the execution and
delivery of this Twenty-fourth Supplemental Indenture.


 


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


 


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


 


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


 


WHEREAS, the Company now desires to create three new series of bonds
and (pursuant to the provisions of Section 120 of the Mortgage) to add to
its covenants and 


 


 


5





















 


agreements contained in the
Mortgage certain other covenants and agreements to be observed by it and to
alter and amend in certain respects the covenants and provisions contained in
the Indenture; and


 


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


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


 


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


 


6





















 


pipes, gas mains and pipes,
service pipes, fittings, valves and connections, pole and transmission lines,
wires, cables, tools, implements, apparatus, furniture and chattels; all
franchises, consents or permits, all lines for the transmission and
distribution of electric current, gas, steam heat or water for any purpose
including towers, poles, wires, cables, pipes, conduits, ducts and all
apparatus for use in connection therewith; all real estate, lands, easements,
servitudes, licenses, permits, franchises, privileges, rights of way and other
rights in or relating to real estate or the occupancy of the same and (except
as herein or in the Mortgage, as heretofore supplemented, expressly excepted)
all the right, title and interest of the Company in and to all other property
of any kind or nature appertaining to and/or used and/or occupied and/or
enjoyed in connection with any property hereinbefore or in the Mortgage, as
heretofore supplemented, described.


 


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


 


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


 


PROVIDED that the following are not and are not
intended to be now or hereafter granted, bargained, sold, released, conveyed,
assigned, transferred, mortgaged, hypothecated, affected, pledged, set over or
confirmed hereunder and are hereby expressly excepted from the lien and
operation of the Mortgage, as supplemented, viz:  (1) cash,
shares of stock, bonds, notes and other obligations and other securities not
specifically pledged, paid, deposited, delivered or held under the Mortgage, as
supplemented, or covenanted so to be; (2) merchandise, equipment,
apparatus, materials or supplies held for the purpose of sale or other
disposition in the usual course of business; fuel, oil and similar materials
and supplies consumable in the operation of any of the properties of the
Company; all aircraft, tractors, rolling stock, trolley coaches, buses, motor
coaches, automobiles, motor trucks, and other vehicles and materials and
supplies held for the purpose of repairing or replacing (in whole or part) any
of the same; (3) bills, notes and accounts receivable, judgments, demands
and choses in action, and all contracts, leases and operating agreements not
specifically pledged under the Mortgage, as supplemented, or covenanted so to
be; the Company’s contractual rights or other interest in or with respect to
tires not owned by the Company; (4) the last day of the term of any lease
or leasehold which may be or become subject to the 


 


7





















 


lien of the Mortgage, as
supplemented; (5) electric energy, gas, steam, water, ice, and other
materials or products generated, manufactured, produced, purchased or acquired
by the Company for sale, distribution or use in the ordinary course of its
business; all timber, minerals, mineral rights and royalties and all Gas and Oil
Production Property, as defined in Section 4 of the Mortgage, as
supplemented; (6) the Company’s franchise to be a corporation; and
(7) any property heretofore released pursuant to any provisions of the
Indenture and not heretofore disposed of by the Company-New Jersey, the
Company-Montana, NorthWestern Energy or the Company; provided, however, that
the property and rights expressly excepted from the lien and operation of the
Mortgage, as supplemented, in the above subdivisions (2) and
(3) shall (to the extent permitted by law) cease to be so excepted in the
event and as of the date that either or both of the Trustees or a receiver or
trustee shall enter upon and take possession of the Mortgaged and Pledged
Property in the manner provided in Article XIII of the Mortgage by reason of
the occurrence of a Default as defined in Section 65 thereof.


 


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


 


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


 


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


 


SUBJECT NEVERTHELESS, to the limitation permitted by
subsection (I) of Section 87 of the Mortgage, as supplemented,
namely, that notwithstanding the foregoing, the Mortgage, as supplemented,
shall not become or be or be required to become or be a lien upon any of the
properties or franchises owned by the Company on the Transfer Date or
thereafter acquired by the Company (by purchase, consolidation, merger,
donation, construction, erection or in any other way) except (a) those
acquired by it from NorthWestern Energy, and improvements, extensions and
additions thereto and renewals and replacements thereof, (b) the property
made and used by the Company as the basis under any of the provisions of the
Indenture for the authentication and delivery of additional bonds or the
withdrawal of cash or the release of property or a credit under Section 39
or Section 40 of the 


 


8





















 


Indenture, and (c) such
franchises, repairs and additional property as may be acquired, made or constructed
by the Company (1) to maintain, renew and preserve the franchises covered
by the Indenture, or (2) to maintain the property mortgaged and intended
to be mortgaged under the Indenture as an operating system or systems in good
repair, working order and condition, or (3) in rebuilding or renewal of
property, subject to the Lien under the Indenture, damaged or destroyed, or
(4) in replacement of or substitution for machinery, apparatus, equipment,
frames, towers, poles, wire, pipe, tools, implements and furniture, subject to
the Lien thereunder, which shall have become old, inadequate, obsolete, worn
out, unfit, unadapted, unserviceable, undesirable or unnecessary for use in the
operation of the property mortgaged and intended to be mortgaged thereunder.


 


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


 


ARTICLE I




Twenty-fourth Series of
Bonds


 


SECTION 1.1  There shall be a series of bonds designated “Collateral
(2004) Series A, due 2009” (such series herein sometimes referred to as
the “Twenty-fourth Series” and the bonds of such series herein sometimes
referred to as the “Bonds of the Twenty-fourth Series”) each of which
shall also bear the descriptive title “First Mortgage Bond”, and the form
thereof, which as established by Resolution of the Board of Directors of the
Company, shall be substantially as provided in Exhibit A attached
hereto and, thereby, shall contain suitable provisions with respect to the
matters hereinafter in this Section specified.


 


Bonds of the Twenty-fourth Series shall be issued to
Lehman Commercial Paper Inc., as collateral agent (together with its successors
in such capacity, the “Collateral Agent”) under the Bond Delivery and
Collateral Agreement, dated as of November 1, 2004 (as amended or
otherwise modified, or as waived, or as replaced in each case, from time to
time in accordance with its terms, the “Collateral Agreement”), between
the Company and the Collateral Agent, to secure the obligations of the Company
to pay when due the Revolving Credit Applicable Share (as hereinafter defined)
of the Revolving Credit Obligations (as hereinafter defined) under the Credit
Agreement, dated as of November 1, 2004 (as amended or otherwise modified,
or as waived, or as replaced, in each case, from time to time in accordance
with its terms, the “Credit Agreement”), among the Company, the several
lenders from time to time parties thereto (the “Lenders”), Lehman
Brothers Inc. and Deutsche Bank Securities, Inc., as joint lead arrangers and
joint bookrunners, Deutsche Bank Securities Inc., as syndication agent, Union
Bank of California, N.A. and KeyBank National Association, as co-documentation
agents, Lehman Commercial Paper Inc., as administrative agent (in such
capacity, the “Administrative Agent”) and the Collateral Agent.


 


As used herein, “Revolving Credit Obligations”
means the obligations of the Company (A) to pay (i) principal of and
interest on (a) the Revolving Credit Loans (as defined in the Credit Agreement),
(b) the Swing Line Loans (as defined in the Credit 


 


9





















 


Agreement), and (c) drawings
under Letters of Credit that are not reimbursed pursuant to and in accordance
with the Credit Agreement (collectively, “Revolving Loans”), (ii)
commitment fees on the average daily amount of the unused Total Revolving
Credit Commitments (as defined in the Credit Agreement); and (iii) letter of
credit fees on the amount available to be drawn under Letters of Credit (as
defined in the Credit Agreement), and (B) to cash collateralize Letters of
Credit pursuant to and in accordance with Section 8 of the Credit
Agreement..


 


As used herein, “Revolving Credit Applicable Share”
means, as of any day, a fraction (expressed as a percentage rounded to the
second decimal place), (i) the numerator of which is the aggregate
principal amount of the Bonds of the Twenty-fourth Series that are Outstanding
on such day, and (ii) the denominator of which is the sum of (a) the
aggregate principal amount of the Bonds of the Twenty-fourth Series that are
Outstanding on such day, plus (b) the aggregate principal amount of the
First Mortgage Bonds, Collateral (2004) Series A, due 2009, of the Company
(the “South Dakota Revolving Credit Bonds”) that are outstanding on such
day under the Company’s Mortgage Indenture and Deed of Trust, dated as of
August 1, 1993, relating (among other things) to property owned by the
Company in the States of South Dakota, Nebraska, Iowa and North Dakota (as
amended and supplemented, the “South Dakota Mortgage”).  Simultaneously with the issuance and
registration of the Bonds of the Twenty-fourth Series in the name of the
Collateral Agent (for the same purpose), the South Dakota Revolving Credit
Bonds will be issued to the Collateral Agent to secure the Revolving Credit
Obligations under the Credit Agreement. 
Initially, the Revolving Credit Applicable Share will be 72.00% (being
the expression as a percentage (rounded to the second decimal place) of a
fraction, the numerator of which is $90,000,000 (the aggregate principal amount
of the Bonds of the Twenty-fourth Series that are to be issued and become
Outstanding) and the denominator of which is $125,000,000 (the sum of
$90,000,000, the aggregate principal amount of the Bonds of the Twenty-fourth
Series that are to be issued and become Outstanding, plus $35,000,000, the
aggregate principal amount of the South Dakota Revolving Credit Bonds that are
to be issued and become outstanding under the South Dakota Mortgage simultaneously
with the issuance of the Bonds of the Twenty-fourth Series).  Pursuant to the Collateral Agreement, the
Collateral Agent has agreed to furnish to the Corporate Trustee (with a copy to
the Company) as soon as practicable after any change in the Revolving Credit
Applicable Share, a certificate, signed by a person purporting to be its duly
authorized officer, notifying the Corporate Trustee of such change in the
Revolving Credit Applicable Share (a “Revolving Credit Applicable Share
Certificate”).  Each Revolving Credit
Applicable Share Certificate shall set forth (i) the changed Revolving
Credit Applicable Share, (ii) the date such change occurred,
(iii) the aggregate principal amount of the Bonds of the Twenty-fourth
Series then Outstanding, and (iv) the aggregate principal amount of the
South Dakota Revolving Credit Bonds then outstanding under the South Dakota
Mortgage.  The Corporate Trustee may
conclusively presume that the Revolving Credit Applicable Share is 72.00%
unless and until the Corporate Trustee receives a Revolving Credit Applicable
Share Certificate.  Following receipt by
the Corporate Trustee of a Revolving Credit Applicable Share Certificate, the
Corporate Trustee may conclusively presume that the Revolving Credit Applicable
Share is as set forth in such Revolving Credit Applicable Share Certificate
unless and until the Corporate Trustee 


 


10





















 


receives a subsequent Revolving
Credit Applicable Share Certificate (and the Corporate Trustee shall be fully
protected in relying thereon).


 


Bonds of the Twenty-fourth Series shall mature on
November 1, 2009 (the “Revolving Credit Maturity Date”), with the unpaid
principal of the Bonds of the Twenty-fourth Series to be payable on the
Revolving Credit Maturity Date; they shall be issued as fully registered bonds
in denominations of One Thousand Dollars or in any integral multiple of One
Dollar in excess of One Thousand Dollars; the unpaid principal amount of the
Bonds of the Twenty-fourth Series shall bear interest (i) with respect to the
portion or amount of such principal that is equal to the principal amount of
Revolving Loans, at one or more variable interest rates per annum which rate or
rates for each day shall be equal to the rate or rates per annum borne by
Revolving Loans in accordance with the Credit Agreement for such day
(calculated in the manner provided in the Credit Agreement for the calculation
of interest on Revolving Loans), payable on each day on which interest is
payable on Revolving Loans in accordance with the Credit Agreement (and in an
amount equal to the Revolving Credit Applicable Share of the amount of interest
that is payable on Revolving Loans on such day in accordance with the Credit
Agreement), (ii) with respect to the portion or amount of such principal (in
excess of the amount described in the preceding clause (i)) that is equal to
the Revolving Credit Applicable Share of the unused Total Revolving Credit
Commitments (as defined in the Credit Agreement), at one or more variable
interest rates per annum which rate or rates for any day shall be equal to the
rate or rates per annum at which commitment fees are payable under the Credit
Agreement on the unused Total Revolving Credit Commitments, payable on each day
on which commitment fees are payable under the Credit Agreement (and in an
amount equal to the Revolving Credit Applicable Share of the amount of
commitment fees that is payable under the Credit Agreement on such day), and
(iii) with respect to the portion or amount of such principal (in excess of the
amounts described in the preceding clauses (i) and (ii)) that is equal to the
Revolving Credit Applicable Share of the amount available to be drawn under
Letters of Credit (as defined in the Credit Agreement), at one or more variable
interest rates per annum which rate or rates for each day shall be equal to the
rate or rates per annum at which letter of credit fees are payable under the
Credit Agreement on the amount available to be drawn under Letters of Credit,
payable on each day on which letter of credit fees are payable under the Credit
Agreement (and in an amount equal to the Revolving Credit Applicable Share of
the amount of letter of credit fees that is payable under the Credit Agreement
on such day), in each case, to the Collateral Agent, as the registered owner,
without regard to, or necessity for, any record date; the principal of and
interest on each said Bond to be payable at the office or agency of the Company
in the Borough of Manhattan, The City of New York, in such coin or currency of
the United States of America as at the time of payment is legal tender for
public and private debts.  Bonds of the
Twenty-fourth Series shall be dated as in Section 10 of the Mortgage
provided.


 


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


 


11





















 


Bonds of the Twenty-fourth Series shall not be
transferable except to any successor Collateral Agent under the Collateral
Agreement.  As a condition precedent to
any transfer of the Bonds of the Twenty-fourth Series by the Collateral Agent,
the Collateral Agent shall submit to the Company, the Corporate Trustee and, if
applicable, any bond registrar or transfer agent for the Bonds of the
Twenty-fourth Series (in addition to all other documents and instruments
required to be submitted pursuant to the Mortgage) a certificate of the
Collateral Agent, signed by a person purporting to be its duly authorized
officer, certifying that the transferee in such transfer is a successor
Collateral Agent under the Collateral Agreement (and the Corporate Trustee may
conclusively presume the statements in any such certificate of the Collateral
Agent to be correct and shall be fully protected in relying thereon).


 


Any transfer of Bonds of the Twenty-fourth Series
(i) shall be subject to the provisions of Section 12 of the Mortgage,
except that the provisions of the last two sentences of such Section 12
shall not be applicable to any transfer of Bonds of the Twenty-fourth Series to
a successor Collateral Agent under the Collateral Agreement (and the Company
hereby waives the provisions of such sentences with respect to any such
transfer), and (ii) shall be made at the office or agency of the Company
in the Borough of Manhattan, The City of New York.


 


The Company hereby waives any right to make any charge
for any exchange or transfer of Bonds of the Twenty-fourth Series by the
Collateral Agent, whether to reimburse itself for any tax or taxes or other
governmental charge or otherwise (it being understood that the Company shall
pay any tax or taxes or governmental or other charge which may be payable by
reason of any exchange or transfer of Bonds of the Twenty-fourth Series by the
Collateral Agent).


 


The Company has appointed The Bank of New York as its
agent to receive Bonds of the Twenty-fourth Series presented or surrendered for
payment, to receive Bonds of the Twenty-fourth Series surrendered for
registration of transfer or exchange and to receive notices and demands to or
upon the Company in respect of the Bonds of the Twenty-fourth Series and the
Indenture; and the corporate trust office of The Bank of New York in the
Borough of Manhattan, The City of New York shall be the office or agency of the
Company in the Borough of Manhattan, The City of New York at which such
presentations, surrenders, notices and demands may be made or served.


 


Upon the delivery of this Twenty-fourth Supplemental
Indenture, Bonds of the Twenty-fourth Series in the aggregate principal amount
of $90,000,000 (as reduced from time to time in the manner hereinafter
described in subdivisions II and III below, the “Maximum Principal Amount”)
are to be issued forthwith and will be Outstanding in addition to the bonds
hereinbefore stated to be Outstanding.


 


Bonds of the Twenty-fourth Series shall be subject to
the following terms and conditions (including, without limitation, redemption
terms and conditions):


 


12





















 


(I)                                    From
time to time after the issuance of the Bonds of the Twenty-fourth Series, and
as Revolving Loans are prepaid and reborrowed subject to and in accordance with
the Credit Agreement, (A) for purposes of determining the amount of
principal payable by the Company with respect to the Bonds of the Twenty-fourth
Series, the unpaid principal amount of the Bonds of the Twenty-fourth Series at
any time shall be deemed to be equal to the Revolving Credit Applicable Share
of the unpaid principal amount of the Revolving Loans at such time, plus, if an
acceleration of the Revolving Loans shall be in effect in accordance with the
Credit Agreement at such time, the amount of cash collateral required to be
provided by the Company pursuant to Section 8 of the Credit Agreement in
respect of Letters of Credit, and (B) for all other purposes of the
Indenture (including, without limitation, the determination of the amount of
principal on which interest is payable and the determination of the principal
amount with respect to which the Collateral Agent, as registered owner, is entitled
to vote or otherwise exercise rights as registered owner), the Bonds of the
Twenty-fourth Series shall be deemed to be “Outstanding” at any time in an
aggregate principal amount equal to the Maximum Principal Amount at such
time.  Pursuant to (and by reason of the
provisions of Section 10.2 of) the Credit Agreement, the Administrative Agent
has agreed to submit to the Corporate Trustee (with copies to the Collateral
Agent and the Company), from time to time promptly after the request of the
Corporate Trustee or the Company, a written statement, signed by a person
purporting to be its duly authorized officer (an “Unpaid Principal Amount
Statement”) stating the unpaid principal amount of the Revolving Loans
(and, as a consequence, of the principal amount of the Bonds of the
Twenty-fourth Series payable by the Company) as of the date of such Unpaid
Principal Amount Statement, setting forth the portions or amounts of the
Revolving Loans that are Revolving Credit Loans, Swing Line Loans and
unreimbursed drawings under Letters of Credit. 
The Corporate Trustee may conclusively presume the statements contained
in each Unpaid Principal Amount Statement to be correct (and the Corporate
Trustee shall be fully protected in relying thereon).


 


(II)                                The
Maximum Principal Amount on and as of the date of original issuance of the
Bonds of the Twenty-fourth Series shall be $90,000,000 (which amount shall be
equal to the Revolving Credit Applicable Share of the Total Revolving Credit
Commitments on and as of such date) and thereafter shall be reduced from time
to time upon each Revolving Credit Commitment Redemption (as hereinafter
defined in subdivision III below) and each Revolving Credit Event of
Default Commitment Termination Redemption (as hereinafter defined in subdivision
III below), in each case, by an amount equal to the aggregate principal amount
of the Bonds of the Twenty-fourth Series that are deemed to have been redeemed
pursuant to such Revolving Credit Commitment Redemption or such Revolving
Credit Event of Default Commitment Termination Redemption.


 


(III)                            Bonds
of the Twenty-fourth Series shall be subject to redemption as follows (but
shall not otherwise be or become subject to redemption, whether at the option
of the holders thereof or the Company or pursuant to any other requirements or
provisions of the Indenture):  (A) on each day on which there is
a permanent reduction or termination of the Revolving Credit Commitments (as
defined in the Credit Agreement) pursuant to Section 2.10 of the Credit
Agreement, Bonds of the Twenty-fourth Series shall be deemed to have 


 


13





















 


been redeemed in an
aggregate principal amount equal to the Revolving Credit Applicable Share of
the amount of such permanent reduction or termination of the Revolving Credit
Commitments pursuant to such Section 2.10 (a “Revolving Credit
Commitment Redemption”); (B) on each day on which the Revolving Credit
Commitments are permanently terminated pursuant to Section 8 of the Credit
Agreement, Bonds of the Twenty-fourth Series shall be deemed to have been
redeemed in an aggregate principal amount which, after giving effect to such
termination, results in the Maximum Principal Amount of the Bonds of
Twenty-fourth Series being equal to the Revolving Credit Applicable Share of
the sum of the principal amount of the Revolving Loans then outstanding under
the Credit Agreement and the amount then available to be drawn under Letters of
Credit (a “Revolving Credit Event of Default Commitment Termination
Redemption”); and (C) on each day on which the Revolving Loans are
accelerated in accordance with the Credit Agreement (an “Acceleration
Redemption Date”), the entire aggregate principal amount of the Bonds of
the Twenty-fourth Series shall be subject to mandatory redemption by the
Company (an “Acceleration Redemption”); in each case, without any
necessity for notice or call by the Company or by the Corporate Trustee (such
notice and call being waived by the registered owners of the Bonds of the
Twenty-fourth Series by the acceptance of the Bonds of the Twenty-fourth Series
and in connection with each Redemption Demand hereinafter described); provided,
however, that in the event of a reinstatement of the Revolving Credit
Commitments or a rescission or annulment of the acceleration of the Revolving
Loans pursuant to the Credit Agreement or otherwise, the related Revolving
Credit Event of Default Commitment Termination Redemption or the related
Acceleration Redemption shall be deemed to be rescinded or annulled, without prejudice
to the occurrence of another Revolving Credit Event of Default Commitment
Termination Redemption or another Acceleration Redemption upon and by reason of
a subsequent termination of the Revolving Credit Commitments pursuant to
Section 8 of the Credit Agreement or another acceleration of the Revolving
Loans in accordance with the Credit Agreement. 
Acceleration Redemption of the Bonds of the Twenty-fourth Series on an
Acceleration Redemption Date shall be at a redemption price equal to the
principal amount (determined in accordance with the provisions of
subdivision II above) of the Bonds of the Twenty-fourth Series that is
then payable by the Company (without premium), together with interest accrued
on said principal to and including such Acceleration Redemption Date
(collectively, an “Acceleration Redemption Amount”); and such
Acceleration Redemption Amount shall be due and payable on such Acceleration
Redemption Date.  In the event of any
failure by the Company to pay when due an Acceleration Redemption Amount,
interest shall accrue on such unpaid Acceleration Redemption Amount at the
rates (and in amounts equal to the Revolving Credit Applicable Share of the
amounts) of interest that accrue on the corresponding unpaid principal of and
interest on the Revolving Loans in accordance with the Credit Agreement.


 


The Corporate Trustee may conclusively presume that no
redemption of Bonds of the Twenty-fourth Series is deemed to have occurred or
resulted in a reduction of the Maximum Principal Amount (in the case of a
Revolving Credit Commitment Redemption or a Revolving Credit Event of Default
Commitment Termination Redemption) or is required to occur (in the case of an
Acceleration Redemption) unless and until it shall have received a written
notice from the Administrative Agent, signed by a person purporting to be its
duly 


 


14





















 


authorized officer,
stating that the Revolving Credit Commitments have been permanently reduced or
terminated pursuant to Section 2.10 of the Credit Agreement or the Revolving
Credit Commitments have been permanently terminated pursuant to Section 8 of
the Credit Agreement or the Revolving Loans have been accelerated in accordance
with the Credit Agreement (a “Redemption Demand”).  Each Redemption Demand also shall (i) state
the date on which the Revolving Credit Commitments were permanently reduced or
terminated pursuant to Section 2.10 of the Credit Agreement or the Revolving
Credit Commitments were permanently terminated pursuant to Section 8 of the
Credit Agreement or the Revolving Loans were accelerated, (ii) the amount by
which the Revolving Credit Commitments were so permanently reduced or
terminated and the Maximum Principal Amount (determined in accordance with this
Twenty-fourth Supplemental Indenture) after giving effect to the related and
deemed redemption of Bonds of the Twenty-fourth Series or the principal amount
of the Revolving Loans subject to acceleration on such date, (iii) the
principal amount of Bonds of the Twenty-fourth Series that are deemed to have
been redeemed or are to be redeemed on such date in accordance with this
Twenty-fourth Supplemental Indenture by reason of such permanent reduction or
termination of the Revolving Credit Commitments and such reduction of the
Maximum Principal Amount or such acceleration of the Revolving Loans, and (iv)
in the case of an Acceleration Redemption, the Acceleration Redemption Amount
payable with respect to the Bonds of the Twenty-fourth Series (determined in
accordance with this Twenty-fourth Supplemental Indenture) and setting forth
the amounts of the respective portions thereof representing principal of and
interest on the Bonds of the Twenty-fourth Series.  Each Redemption Demand shall be deemed to
constitute a written waiver by the Collateral Agent, as registered owner of all
Bonds of the Twenty-fourth Series then Outstanding, of notice of redemption and
call for redemption by the Company or the Corporate Trustee of the Bonds of the
Twenty-fourth Series subject to redemption as described in such Redemption
Demand.  The Corporate Trustee may
conclusively presume the statements contained in each Redemption Demand to be
correct (and the Corporate Trustee shall be fully protected in relying
thereon).


 


The Corporate Trustee may conclusively presume that no
rescission or annulment of a Revolving Credit Event of Default Commitment
Termination Redemption or an Acceleration Redemption (in respect of which the
Corporate Trustee has received a Redemption Demand) is required unless and
until it shall have received a written notice from the Administrative Agent,
signed by a person purporting to be its duly authorized officer, stating that
the termination of the Revolving Credit Commitments pursuant to Section 8 of
the Credit Agreement or the acceleration of the Revolving Loans has been
rescinded or annulled in accordance with the Credit Agreement or otherwise (a “Rescission
Notice”).  Each Rescission Notice
also shall state the date on which the termination of the Revolving Credit
Commitments pursuant to Section 8 of the Credit Agreement or the acceleration
of the Revolving Loans was rescinded or annulled in accordance with the Credit
Agreement or otherwise and, as consequence, the redemption of the Bonds of the
Twenty-fourth Series was rescinded or annulled in accordance with this
Twenty-fourth Supplemental Indenture. 
The Corporate Trustee may conclusively presume the statements contained
in any Rescission Notice to be correct (and the Corporate Trustee shall be
fully protected in relying thereon).


 


15





















 


Pursuant to (and by reason of the provisions of
Section 10.2 of) the Credit Agreement, the Administrative Agent has agreed to
submit to the Corporate Trustee (with copies to the Collateral Agent and the
Company) (i) a Redemption Demand with respect to, and in connection with,
each event that gives rise to a redemption (deemed or actual) of Bonds of the
Twenty-fourth Series, and (ii) a Rescission Notice in connection with any
event that gives rise to the rescission or annulment of a Revolving Credit
Event of Default Commitment Termination Redemption or an Acceleration
Redemption.  Pursuant to the Collateral
Agreement, the Collateral Agent has agreed, upon written request of the Company
and so long as no Default or Event of Default described in Section 8(f) of
the Credit Agreement shall have occurred and be continuing, to surrender or
exchange its Bond or Bonds of the Twenty-fourth Series, from time to time
(including, without limitation, promptly following each redemption of Bonds of
the Twenty-fourth Series that is deemed to occur (in the case of a Revolving
Credit Commitment Redemption or a Revolving Credit Event of Default Commitment
Termination Redemption) or that occurs (in the case of an Acceleration
Redemption) in accordance with this Twenty-fourth Supplemental Indenture), so
that at all times the Collateral Agent is holding one or more Bond or Bonds of
the Twenty-fourth Series in an aggregate principal amount equal to, but not in
excess of, the Maximum Principal Amount of the Bonds of the Twenty-fourth
Series at such times.


 


(IV)                            It
is expressly stated (for the avoidance of any doubt) that, notwithstanding
anything herein or in any Bond of the Twenty-fourth Series to the contrary
(other than the provisions of subdivision VI below), each payment of
principal of or interest on the Bonds of the Twenty-fourth Series that becomes
due and payable on any day in accordance with this Twenty-fourth Supplemental
Indenture (whether by reason of stated due date, acceleration, redemption or
otherwise) shall correspond to, and be equal to the Revolving Credit Applicable
Share of, a payment of Revolving Credit Obligations that becomes due and
payable on such day in accordance with the Credit Agreement.


 


(V)                                The
obligation of the Company to make each payment of principal of or interest on
the Bonds of the Twenty-fourth Series that becomes due and payable in
accordance with this Twenty-fourth Supplemental Indenture (A) shall be
fully satisfied and discharged if the corresponding payment of the Revolving
Credit Obligations shall have been fully paid under and in accordance with the
Credit Agreement, and (B) shall be partially satisfied and discharged if
the corresponding payment of the Revolving Credit Obligations shall have been
partially paid under and in accordance with the Credit Agreement (such partial
satisfaction and discharge with respect to the Bonds of the Twenty-fourth
Series to be in an amount equal to the Revolving Credit Applicable Share of the
amount of such partial payment with respect to the Revolving Credit
Obligations).  The Corporate Trustee may
conclusively presume that the obligation of the Company to make payments with
respect to the principal of and interest on the Bonds of the Twenty-fourth Series
has been fully satisfied and discharged unless and until the Corporate Trustee
shall have received a written notice from the Administrative Agent, signed by a
person purporting to be its duly authorized officer, stating (i) that the
Company has failed to make timely payment in full or in part of an amount of
Revolving Credit Obligations which became due and payable in accordance with
the Credit Agreement, (ii) the amount and date of such payment of
Revolving Credit 


 


16





















 


Obligations which the
Company has failed to make in accordance with the Credit Agreement, and
(iii) the amount of principal of and/or interest on the Bonds of the
Twenty-fourth Series which, in accordance with this Twenty-fourth Supplemental
Indenture, has not been satisfied and discharged by reason of such failure of
the Company.  The Corporate Trustee may
conclusively presume the statements contained in any such notice from the
Administrative Agent to be correct unless and until the Corporate Trustee shall
receive a subsequent and/or modified notice from the Administrative Agent
pursuant to and in accordance with this subdivision (V) (and the Corporate
Trustee shall be fully protected in relying thereon).  Without limitation of the foregoing, and for
the avoidance of any doubt, it is expressly stated that the Corporate Trustee
shall not be responsible for (i) the calculation of interest on the Bonds
of the Twenty-fourth Series, or (ii) the determination of any amount
(including, without limitation, any amount of the Revolving Credit Obligations)
that is payable or paid under the Credit Agreement.


 


(VI)                            Nothing
herein or in any of the Bonds of the Twenty-fourth Series (including, without
limitation, any reference to the principal payable with respect to the Bonds of
the Twenty-fourth Series being determined on the basis of the Revolving Credit
Applicable Share of the principal payable with respect to the Revolving Credit
Obligations) shall, or shall be deemed or construed to, increase the aggregate
principal amount of the Bonds of the Twenty-fourth Series that are Outstanding
at any time to an amount in excess of the Maximum Principal Amount at such
time.


 


ARTICLE II




Twenty-fifth Series of
Bonds


 


SECTION 2.1  There shall be a series of bonds designated “Collateral
(2004) Series B, due 2011” (such series herein sometimes referred to as
the “Twenty-fifth Series” and the bonds of such series herein sometimes
referred to as the “Bonds of the Twenty-fifth Series”) each of which
shall also bear the descriptive title “First Mortgage Bond”, and the form
thereof, which as established by Resolution of the Board of Directors of the
Company, shall be substantially as provided in Exhibit B attached
hereto and, thereby, shall contain suitable provisions with respect to the
matters hereinafter in this Section specified.


 


Bonds of the Twenty-fifth Series shall be issued to
the Collateral Agent to secure the obligations of the Company to pay when due
the Term Loan Applicable Share (as hereinafter defined) of the principal of and
interest on the term loans (the “Term Loans”) made and outstanding under
the Credit Agreement.


 


As used herein, “Term Loan Applicable Share”
means, as of any day, a fraction (expressed as a percentage rounded to the
second decimal place), (i) the numerator of which is the aggregate
principal amount of the Bonds of the Twenty-fifth Series that are Outstanding
on such day, and (ii) the denominator of which is the sum of (a) the
aggregate principal amount of the Bonds of the Twenty-fifth Series that are
Outstanding on such day, plus (b) the aggregate principal amount of the
First Mortgage Bonds, Collateral (2004) Series B, due 2011, of the Company
(the “South Dakota Term Loan Bonds”) that are 


 


17





















 


outstanding on such day
under the Company’s South Dakota Mortgage. 
Simultaneously with the issuance and registration of the Bonds of the
Twenty-fifth Series in the name of the Collateral Agent (for the same purpose),
the South Dakota Term Loan Bonds will be issued to the Collateral Agent to
secure the obligations of the Company to pay when due a portion of the
principal of and interest on the Term Loans. 
Initially, the Term Loan Applicable Share will be 72.00% (being the
expression as a percentage (rounded to the second decimal place) of a fraction,
the numerator of which is $72,000,000 (the aggregate principal amount of the
Bonds of the Twenty-fifth Series that are to be issued and become Outstanding)
and the denominator of which is $100,000,000 (the sum of $72,000,000, the
aggregate principal amount of the Bonds of the Twenty-fifth Series that are to
be issued and become Outstanding, plus $28,000,000, the aggregate principal
amount of the South Dakota Term Loan Bonds that are to be issued and become outstanding
under the South Dakota Mortgage simultaneously with the issuance of the Bonds
of the Twenty-fifth Series).  Pursuant to
the Collateral Agreement, the Collateral Agent has agreed to furnish to the
Corporate Trustee (with a copy to the Company) as soon as practicable after any
change in the Term Loan Applicable Share, a certificate, signed by a person
purporting to be its duly authorized officer, notifying the Corporate Trustee
of such change in the Term Loan Applicable Share (a “Term Loan Applicable
Share Certificate”).  Each Term Loan
Applicable Share Certificate shall set forth (i) the changed Term Loan
Applicable Share, (ii) the date such change occurred, (iii) the
aggregate principal amount of the Bonds of the Twenty-fifth Series then
Outstanding, and (iv) the aggregate principal amount of the South Dakota
Term Loan Bonds then outstanding under the South Dakota Mortgage.  The Corporate Trustee may conclusively
presume that the Term Loan Applicable Share is 72.00% unless and until the
Corporate Trustee receives a Term Loan Applicable Share Certificate.  Following receipt by the Corporate Trustee of
a Term Loan Applicable Share Certificate, the Corporate Trustee may
conclusively presume that the Term Loan Applicable Share is as set forth in
such Term Loan Applicable Share Certificate unless and until the Corporate
Trustee receives a subsequent Term Loan Applicable Share Certificate (and the
Corporate Trustee shall be fully protected in relying thereon).


 


Bonds of the Twenty-fifth Series shall mature on
November 1, 2011 (the “Term Loan Maturity Date”), with (i) an
installment of the principal of the Bonds of the Twenty-fifth Series in an
amount equal to $180,000 (said amount representing one quarter of one percent
(0.25%) of the original aggregate principal amount of the Bonds of the
Twenty-fifth Series) to be payable on each March 31, June 30,
September 30 and December 31, commencing March 31, 2005 and
continuing through and including September 30, 2010, (ii) an
installment of the principal amount of the Bonds of the Twenty-fifth Series in
an amount equal to $16,920,000 (said amount representing twenty-three and
one-half percent (23.5%) of the original aggregate principal amount of the
Bonds of the Twenty-fifth Series) to be payable on December 31, 2010,
March 31, 2011 and June 30, 2011, and (iii) the balance of
the principal of the Bonds of the Twenty-fifth Series to be payable on the Term
Loan Maturity Date (in each case, unless an equal installment or balance of
principal of the Term Loans is not due and payable on such day or on the Term
Loan Maturity Date, as applicable, in accordance with the Credit Agreement by
reason of prior prepayment of the Term Loans (in which event, there shall be
due and payable on the 


 


18





















 


Bonds of the Twenty-fifth
Series on such day or on the Term Loan Maturity Date, as applicable, an amount
of principal of said Bonds equal to the Term Loan Applicable Share of the
amount of principal of the Term Loans that is payable on such day or on the
Term Loan Maturity Date, as applicable, in accordance with the Credit
Agreement)); they shall be issued as fully registered bonds in denominations of
One Thousand Dollars or in any integral multiple of One Dollar in excess of One
Thousand Dollars; the unpaid principal amount of the Bonds of the Twenty-fifth
Series shall bear interest at one or more variable interest rates per annum
which rate or rates for each day shall be equal to the rate or rates per annum
borne by the Term Loans in accordance with the Credit Agreement for such day
(calculated in the manner provided in the Credit Agreement for the calculation
of interest on the Term Loans), payable on each day on which interest is
payable on the Term Loans in accordance with the Credit Agreement (and in an
amount equal to the Term Loan Applicable Share of the amount of interest that
is payable on the Term Loans on such day in accordance with the Credit
Agreement) to the Collateral Agent, as the registered owner, without regard to,
or necessity for, any record date; the principal of and interest on each said
Bond to be payable at the office or agency of the Company in the Borough of
Manhattan, The City of New York, in such coin or currency of the United States
of America as at the time of payment is legal tender for public and private
debts.  Bonds of the Twenty-fifth Series
shall be dated as in Section 10 of the Mortgage provided.


 


For the avoidance of any doubt, it is expressly stated
that scheduled amortization payments with respect to the Bonds of the
Twenty-fifth Series (as specified for the Bonds of the Twenty-fifth Series
prior to the Term Loan Maturity Date pursuant to the preceding paragraph of
this Section 2.1) shall not constitute a redemption in part of the Bonds of the
Twenty-fifth Series for purposes of Section 53 of the Mortgage (as
supplemented) (and, therefore, surrender of the Bonds of the Twenty-fifth
Series shall not be a condition to the receipt by the registered owners of the
Bonds of the Twenty-fifth Series of such scheduled amortization payments).


 


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


 


Bonds of the Twenty-fifth Series shall not be
transferable except to any successor Collateral Agent under the Collateral
Agreement.  As a condition precedent to
any transfer of the Bonds of the Twenty-fifth Series by the Collateral Agent,
the Collateral Agent shall submit to the Company, the Corporate Trustee and, if
applicable, any bond registrar or transfer agent for the Bonds of the
Twenty-fifth Series (in addition to all other documents and instruments
required to be submitted pursuant to the Mortgage) a certificate of the
Collateral Agent, signed by a person purporting to be its duly authorized
officer, certifying that the transferee in such transfer is a successor
Collateral Agent under the Collateral Agreement (and the Corporate Trustee may
conclusively presume the statements in any such certificate of the Collateral
Agent to be correct and shall be fully protected in relying thereon).


 


19





















 


Any transfer of Bonds of the Twenty-fifth Series
(i) shall be subject to the provisions of Section 12 of the Mortgage,
except that the provisions of the last two sentences of such Section 12 shall
not be applicable to any transfer of Bonds of the Twenty-fifth Series to a
successor Collateral Agent under the Collateral Agreement (and the Company
hereby waives the provisions of such sentences with respect to any such
transfer), and (ii) shall be made at the office or agency of the Company
in the Borough of Manhattan, The City of New York.


 


The Company hereby waives any right to make any charge
for any exchange or transfer of Bonds of the Twenty-fifth Series by the
Collateral Agent, whether to reimburse itself for any tax or taxes or other
governmental charge or otherwise (it being understood that the Company shall
pay any tax or taxes or governmental or other charge which may be payable by
reason of any exchange or transfer of Bonds of the Twenty-fifth Series by the
Collateral Agent).


 


The Company has appointed The Bank of New York as its
agent to receive Bonds of the Twenty-fifth Series presented or surrendered for
payment, to receive Bonds of the Twenty-fifth Series surrendered for
registration of transfer or exchange and to receive notices and demands to or
upon the Company in respect of the Bonds of the Twenty-fifth Series and the
Indenture; and the corporate trust office of The Bank of New York in the
Borough of Manhattan, The City of New York shall be the office or agency of the
Company in the Borough of Manhattan, The City of New York at which such
presentations, surrenders, notices and demands may be made or served.


 


Upon the delivery of this Twenty-fourth Supplemental
Indenture, Bonds of the Twenty-fifth Series in the aggregate principal amount
of $72,000,000 are to be issued forthwith and will be Outstanding in addition
to the bonds hereinbefore stated to be Outstanding.


 


Bonds of the Twenty-fifth Series shall be subject to
the following redemption and other terms and conditions:


 


(I)                                    Bonds
of the Twenty-fifth Series shall be subject to redemption as follows (but shall
not otherwise be or become subject to redemption, whether at the option of the
holders thereof or the Company or pursuant to any other requirements or provisions
of the Indenture):  (A) on each day on which the Term Loans are
prepaid in accordance with the Credit Agreement, Bonds of the Twenty-fifth
Series shall be deemed to have been redeemed in an aggregate principal amount
equal to the Term Loan Applicable Share of the aggregate principal amount of
the Term Loans that are so prepaid on such day (a “Term Loan Prepayment
Redemption”); and (B) on each day on which the Term Loans are
accelerated in accordance with the Credit Agreement (an “Acceleration Redemption
Date”), the entire aggregate principal amount of the Bonds of the
Twenty-fifth Series shall be subject to mandatory redemption by the Company (an
“Acceleration Redemption”); in each case, without any necessity for
notice or call by the Company or by the Corporate Trustee (such notice and call
being waived by the registered owners of the Bonds of the Twenty-fifth Series
by the acceptance of the Bonds of the Twenty-fifth Series and in connection
with each 


 


20





















 


Redemption Demand
hereinafter described); provided, however, that in the event of a
rescission or annulment of an acceleration of the Term Loans pursuant to the
Credit Agreement or otherwise, the related Acceleration Redemption shall be
deemed to be rescinded or annulled (without prejudice to the occurrence of
another Acceleration Redemption upon and by reason of a subsequent acceleration
of the Term Loans in accordance with the Credit Agreement).  Acceleration Redemption of Bonds of the
Twenty-fifth Series on an Acceleration Redemption Date shall be at a redemption
price equal to the principal amount of the Bonds of the Twenty-fifth Series
(without premium), together with interest accrued on said principal to and
including such Acceleration Redemption Date (collectively, an “Acceleration
Redemption Amount”); and such Acceleration Redemption Amount shall be due
and payable on the Bonds of the Twenty-fifth Series on such Acceleration
Redemption Date.  In the event of any
failure by the Company to pay when due the Acceleration Redemption Amount with
respect to an Acceleration Redemption of Bonds of the Twenty-fifth Series,
interest shall accrue on such unpaid Acceleration Redemption Amount at the
rates (and in amounts equal to the Term Loan Applicable Share of the amounts)
of interest that accrue on the corresponding unpaid principal of and interest
on the Term Loans in accordance with the Credit Agreement.


 


The Corporate Trustee may conclusively presume that no
redemption of Bonds of the Twenty-fifth Series is deemed to have occurred (in
the case of a Term Loan Prepayment Redemption) or is required (in the case of
an Acceleration Redemption) unless and until it shall have received a written
notice from the Administrative Agent, signed by a person purporting to be its
duly authorized officer, stating that Term Loans have been prepaid or have been
accelerated, in either case, in 
accordance with the Credit Agreement (a “Redemption Demand”).  Each Redemption Demand also shall state
(i) the date on which the Term Loans were prepaid or accelerated in
accordance with the Credit Agreement, (ii) the principal amount of the
Term Loans so prepaid or accelerated on such date, (iii) the principal
amount of Bonds of the Twenty-fifth Series that are deemed to have been redeemed
or are to be redeemed on such date in accordance with this Twenty-fourth
Supplemental Indenture by reason of such prepayment or acceleration, and
(iv) in the case of an Acceleration Redemption, the Acceleration
Redemption Amount payable with respect to the Bonds of the Twenty-fifth Series
(determined in accordance with this Twenty-fourth Supplemental Indenture) and
setting forth the amounts of the respective portions thereof representing
principal of and interest on the Bonds of the Twenty-fifth Series.  Each Redemption Demand shall be deemed to
constitute a written waiver by the Collateral Agent, as registered owner of all
Bonds of the Twenty-fifth Series then Outstanding, of notice of redemption and
call for redemption by the Company or the Corporate Trustee of the Bonds of the
Twenty-fifth Series deemed redeemed or subject to redemption as described in
such Redemption Demand.  The Corporate
Trustee may conclusively presume the statements contained in each Redemption
Demand to be correct (and the Corporate Trustee shall be fully protected in
relying thereon).


 


The Corporate Trustee may conclusively presume that no
rescission or annulment of an Acceleration Redemption (in respect of which the
Corporate Trustee has received a Redemption Demand) is required unless and
until it shall have received a written notice from the Administrative Agent,
signed by a person purporting to be its duly authorized 


 


21





















 


officer, stating that the
acceleration of the Term Loans has been rescinded or annulled in accordance
with the Credit Agreement or otherwise (a “Rescission Notice”).  Each Rescission Notice also shall state the
date on which the acceleration of the Term Loans was rescinded or annulled in
accordance with the Credit Agreement or otherwise and, as consequence, the
redemption of the Bonds of the Twenty-fifth Series was rescinded or annulled in
accordance with this Twenty-fourth Supplemental Indenture.  The Corporate Trustee may conclusively
presume the statements contained in any Rescission Notice to be correct (and
the Corporate Trustee shall be fully protected in relying thereon).


 


Pursuant to (and by reason of the provisions of
Section 10.2 of) the Credit Agreement, the Administrative Agent has agreed
to submit to the Corporate Trustee (with copies to the Collateral Agent and the
Company) (i) a Redemption Demand with respect to, and in connection with,
each event that gives rise to a redemption (deemed or actual) of Bonds of the
Twenty-fifth Series, and (ii) a Rescission Notice in connection with any
event that gives rise to the rescission or annulment of an Acceleration
Redemption.  Pursuant to the Collateral
Agreement, the Collateral Agent has agreed, upon written request of the Company
and so long as no Default or Event of Default described in Section 8(f) of
the Creidt Agreement shall have occurred and be continuing, to surrender or
exchange its Bond or Bonds of the Twenty-fifth Series, from time to time
(including, without limitation, promptly following each redemption (deemed or
actual) of Bonds of the Twenty-fifth Series), so that at all times the
Collateral Agent is holding one or more Bond or Bonds of the Twenty-fifth
Series in an aggregate principal amount equal to, but not in excess of, the
aggregate principal amount of the Bonds of the Twenty-fifth Series that are
then Outstanding (and the Term Loan Applicable Share of the aggregate principal
amount of the Term Loans that are then outstanding under the Credit Agreement).


 


(II)                                It
is expressly stated (for the avoidance of any doubt) that, notwithstanding
anything herein or in any Bond of the Twenty-fifth Series to the contrary
(other than the provisions of subdivision IV below), each payment of principal
of or interest on the Bonds of the Twenty-fifth Series that becomes due and
payable on any day in accordance with this Twenty-fourth Supplemental Indenture
(whether by reason of stated due date, acceleration, redemption or otherwise)
shall correspond to, and be equal to the Term Loan Applicable Share of, a payment
of principal of or interest on the Term Loans that becomes due and payable on
such day in accordance with the Credit Agreement.


 


(III)                            The
obligation of the Company to make each payment of principal of or interest on
the Bonds of the Twenty-fifth Series that becomes due and payable in accordance
with this Twenty-fourth Supplemental Indenture (A) shall be fully
satisfied and discharged if the corresponding payment of the principal of or
interest on the Term Loans shall have been fully paid under and in accordance
with the Credit Agreement, and (B) shall be partially satisfied and
discharged if the corresponding payment of the principal of or interest on the
Term Loans shall have been partially paid under and in accordance with the
Credit Agreement (such partial satisfaction and discharge with respect to the
Bonds of the Twenty-fifth Series to be in an amount equal to the Term Loan
Applicable Share of the amount of such partial payment with respect to the Term
Loans).  The Corporate Trustee may
conclusively presume that the obligation of the Company to make payments with
respect to 


 


22





















 


the principal of and
interest on the Bonds of the Twenty-fifth Series has been fully satisfied and
discharged unless and until the Corporate Trustee shall have received a written
notice from the Administrative Agent, signed by a person purporting to be its
duly authorized officer, stating (i) that the Company has failed to make
timely payment in full or in part of an amount of principal of and/or interest
on the Term Loans which became due and payable in accordance with the Credit
Agreement, (ii) the amount and date of such payment of principal of and/or
interest on the Term Loans which the Company has failed to make in accordance
with the Credit Agreement, and (iii) the amount of principal of and/or
interest on the Bonds of the Twenty-fifth Series which, in accordance with this
Twenty-fourth Supplemental Indenture, has not been satisfied and discharged by
reason of such failure of the Company. 
The Corporate Trustee may conclusively presume the statements contained
in any such notice from the Administrative Agent to be correct unless and until
the Corporate Trustee shall receive a subsequent and/or modified notice from
the Administrative Agent pursuant to and in accordance with this
subdivision (III) (and the Corporate Trustee shall be fully protected in
relying thereon).  Without limitation of
the foregoing, and for the avoidance of any doubt, it is expressly stated that
the Corporate Trustee shall not be responsible for (i) the calculation of
interest on the Bonds of the Twenty-fifth Series, or (ii) the
determination of any amount (including, without limitation, any principal of or
interest on the Term Loans) that is payable or paid under the Credit Agreement.


 


(IV)                            Nothing
herein or in any of the Bonds of the Twenty-fifth Series (including, without
limitation, any reference to the principal payable with respect to the Bonds of
the Twenty-fifth Series being determined on the basis of the Term Loan
Applicable Share of the principal payable with respect to the Term Loans)
shall, or shall be deemed or construed to, (A) increase the aggregate
principal amount of the Bonds of the Twenty-fifth Series that are Outstanding
from time to time, (B) cause or permit an amount of principal of the Bonds
of the Twenty-fifth Series to be or to become due and payable which, when added
to all other principal of such Bonds theretofore paid, exceeds $72,000,000, or
(C) cause or permit to be or to become due and payable interest on the
Bonds of the Twenty-fifth Series which is payable on any principal of the Bonds
of the Twenty-fifth Series that is in excess of the principal of the Bonds of
the Twenty-fifth Series as restricted pursuant to the preceding clauses (A) and
(B).


 


ARTICLE III




Twenty-sixth Series of
Bonds


 


SECTION 3.1  There shall be a series of bonds designated “Collateral
(2004) Series C, due 2014”  (such
series herein sometimes referred to as the “Twenty-sixth Series” and the
bonds of such series herein sometimes referred to as the “Bonds of the
Twenty-sixth Series”) each of which shall also bear the descriptive title “First
Mortgage Bond”, and the form thereof, which as established by Resolution of the
Board of Directors of the Company, shall be substantially as provided in Exhibit C
attached hereto and, thereby, shall contain suitable provisions with respect to
the matters hereinafter in this Section specified.


 


23





















 


Bonds of the Twenty-sixth Series shall be issued to
and registered in the name of U.S. Bank, National Association, as trustee
(together with its successors in such capacity, the “Senior Note Trustee”)
under the Indenture, dated as of November 1, 2004, between the
Company and the Senior Note Trustee, as supplemented and amended by
Supplemental Indenture No. 1, dated as of November 1, 2004 (as so
supplemented and amended and as may be further supplemented, amended or
otherwise modified in accordance with its terms, the “Senior Note Indenture”),
to be owned and held by the Senior Note Trustee under the terms of the Senior
Note Indenture as security for the payment of the principal of, premium (if
any) and interest on a series of senior secured notes of the Company issued
pursuant to the Senior Note Indenture designated “Senior Secured Notes, 5.875%
Series A due 2014” (the “Series A Senior Notes”) and, if and
to the extent issued and delivered in exchange for the Series A Senior
Notes subject to and in accordance with the Senior Note Indenture, a series of
senior secured notes of the Company designated “Senior Secured Notes, 5.875%
Exchange Series A due 2014” (the “Series A Exchange Notes”).  The Series A Notes and, if and to the extent
issued in exchange for Series A Senior Notes subject to and in accordance with
the Senior Note Indenture, the Series A Exchange Notes are referred to
hereinafter, collectively, as the “Senior Notes”.  For purposes of the Senior Note Indenture,
Bonds of the Twenty-sixth Series, together with the South Dakota Senior Notes
Bonds (as such term is hereinafter defined), are “the ‘related’ or ‘corresponding’
First Mortgage Bonds” with respect to the Senior Notes.


 


As used herein, “Senior Notes Applicable Share”
means, as of any day, a fraction (expressed as a percentage rounded to the
eighth decimal place), (i) the numerator of which is the aggregate
principal amount of the Bonds of the Twenty-sixth Series that are Outstanding
on such day, and (ii) the denominator of which is the sum of (a) the
aggregate principal amount of the Bonds of the Twenty-sixth Series that are
Outstanding on such day, plus (b) the aggregate principal amount of the
First Mortgage Bonds, Collateral (2004) Series C, due 2014, of the Company
(the “South Dakota Senior Notes Bonds”) that are outstanding on such day
under the South Dakota Mortgage. 
Simultaneously with the issuance and registration of the Bonds of the
Twenty-sixth Series in the name of the Senior Note Trustee (for the same
purpose), the South Dakota Senior Notes Bonds will be issued to and registered
in the name of the Senior Note Trustee, to be owned and held by the Senior Note
Trustee under the terms of the Senior Note Indenture as security for the
payment of the principal of, premium (if any) and interest on the Senior Notes.  Initially, the Applicable Share will be
71.55555556% (being the expression as a percentage (rounded to the eighth
decimal place) of a fraction, the numerator of which is $161,000,000 (the
aggregate principal amount of the Bonds of the Twenty-sixth Series that are to
be issued and become Outstanding) and the denominator of which is $225,000,000
(the sum of $161,000,000, the aggregate principal amount of the Bonds of the
Twenty-sixth Series that are to be issued and become Outstanding, plus
$64,000,000, the aggregate principal amount of the South Dakota Senior Notes
Bonds that are to be issued and become outstanding under the South Dakota
Mortgage simultaneously with the issuance of the Bonds of the Twenty-sixth
Series).  Pursuant to the Senior Note
Indenture, the Senior Note Trustee has agreed to furnish to the Corporate
Trustee (with a copy to the Company) as soon as practicable after any change in
the Senior Notes Applicable Share, a certificate, signed by a person purporting
to be its duly 


 


24





















 


authorized officer,
notifying the Corporate Trustee of such change in the Senior Notes Applicable
Share (a “Senior Notes Applicable Share Certificate”).  Each Senior Notes Applicable Share
Certificate shall set forth (i) the changed Senior Notes Applicable Share,
(ii) the date such change occurred, (iii) the aggregate principal
amount of the Bonds of the Twenty-sixth Series then Outstanding, and
(iv) the aggregate principal amount of the South Dakota Senior Notes Bonds
then outstanding under the South Dakota Mortgage.  The Corporate Trustee may conclusively
presume that the Senior Notes Applicable Share is 71.55555556% unless and until
the Corporate Trustee receives a Senior Notes Applicable Share
Certificate.  Following receipt by the
Corporate Trustee of a Senior Notes Applicable Share Certificate, the Corporate
Trustee may conclusively presume that the Senior Notes Applicable Share is as
set forth in such Senior Notes Applicable Share Certificate unless and until
the Corporate Trustee receives a subsequent Senior Notes Applicable Share
Certificate (and the Corporate Trustee shall be fully protected in relying
thereon).


 


Bonds of the Twenty-sixth Series shall mature on
November 1, 2014 (the “Senior Notes Maturity Date”), with the
unpaid principal of the Bonds of the Twenty-sixth Series to be due and payable
on the Senior Notes Maturity Date; they shall be issued as fully registered
bonds in denominations of One Thousand Dollars or in any integral multiple of
One Dollar in excess of One Thousand Dollars; the unpaid principal amount of
the Bonds of the Twenty-sixth Series shall bear interest at the rate of five
and seven-eighths percent 5.875% per annum (calculated in the same manner as
interest is calculated on the Senior Notes in accordance with the Senior Note
Indenture), payable semiannually on the first (1st) day of each May and
November, commencing on May 1, 2005 and continuing until the
principal of the Bonds of the Twenty-sixth Series is paid (or provided for in
accordance with the Senior Note Indenture), to the Senior Note Trustee, as the
registered owner, without regard to, or necessity for, any record date;
principal of, (premium (if any) and interest on each said Bond to be payable at
the office or agency of the Company in the Borough of Manhattan, The City of
New York, in such coin or currency of the United States of America as at the
time of payment is legal tender for public and private debts.  Bonds of the Twenty-sixth Series shall be
dated as in Section 10 of the Mortgage provided.


 


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


 


Bonds of the Twenty-sixth Series shall not be
transferable except to any successor Senior Note Trustee under the Senior Note
Indenture.  As a condition precedent to any
transfer of the Bonds of the Twenty-sixth Series by the Senior Note Trustee,
the Senior Note Trustee shall submit to the Company, the Corporate Trustee and,
if applicable, any bond registrar or transfer agent for the Bonds of the
Twenty-sixth Series (in addition to all other documents and instruments
required to be submitted pursuant to the Mortgage) a certificate of the Senior
Note Trustee, signed by a person purporting to be its duly authorized officer,
certifying that the transferee in such transfer is a successor Senior Note
Trustee under the Senior Note Indenture (and the Corporate Trustee may
conclusively presume the


 


25





















statements in any such
certificate of the Senior Note Trustee to be correct and shall be fully
protected in relying thereon).


 


Any transfer of Bonds of the Twenty-sixth Series
(i) shall be subject to the provisions of Section 12 of the Mortgage,
except that the provisions of the last two sentences of such Section 12 shall
not be applicable to any transfer of Bonds of the Twenty-sixth Series to a
successor Senior Note Trustee under the Senior Note Indenture (and the Company
hereby waives the provisions of such sentences with respect to any such
transfer), and (ii) shall be made at the office or agency of the Company
in the Borough of Manhattan, The City of New York.


 


The Company hereby waives any right to make any charge
for any exchange or transfer of Bonds of the Twenty-sixth Series by the Senior
Note Trustee, whether to reimburse itself for any tax or taxes or other
governmental charge or otherwise (it being understood that the Company shall
pay any tax or taxes or governmental or other charge which may be payable by
reason of any exchange or transfer of Bonds of the Twenty-sixth Series by the
Senior Note Trustee.


 


The Company has appointed The Bank of New York as its
agent to receive Bonds of the Twenty-sixth Series presented or surrendered for
payment, to receive Bonds of the Twenty-sixth Series surrendered for
registration of transfer or exchange and to receive notices and demands to or
upon the Company in respect of the Bonds of the Twenty-sixth Series and the
Indenture; and the corporate trust office of The Bank of New York in the
Borough of Manhattan, The City of New York shall be the office or agency of the
Company in the Borough of Manhattan, The City of New York at which such
presentations, surrenders, notices and demands may be made or served.


 


Upon the delivery of this Twenty-fourth Supplemental
Indenture, Bonds of the Twenty-sixth Series in the aggregate principal amount
of $161,000,000 are to be issued forthwith and will be Outstanding in addition
to the bonds hereinbefore stated to be Outstanding.


 


Bonds of the Twenty-sixth Series shall be subject to
the following redemption and other terms and conditions:


 


(I)            Bonds
of the Twenty-sixth Series shall be subject to redemption as follows (but shall
not otherwise be or become subject to redemption, whether at the option of the
holders thereof or the Company or pursuant to any other requirements or
provisions of the Indenture):  (A) on each day on which Senior
Notes become due and payable in accordance with Section 405 of the Senior Note
Indenture by reason of redemption in accordance with the Senior Note Indenture
(a “Senior Notes Redemption Payment Date”), Bonds of the Twenty-sixth
Series shall be subject to mandatory redemption by the Company in an aggregate
principal amount equal to the Senior Notes Applicable Share of the aggregate
principal amount of the Senior Notes that become so due and payable on such
Senior Notes Redemption Payment Date (a “Corresponding Redemption”); and
(B) on each day on which the Senior Notes become due and payable in accordance
with Section 702 of the Senior Note 


 


26





















 


Indenture by reason of
acceleration of the Senior Notes in accordance with the Senior Note Indenture
(a “Senior Notes Acceleration Payment Date”), the entire aggregate
principal amount of the Bonds of the Twenty-sixth Series shall be subject to
mandatory redemption by the Company (an “Acceleration Redemption”); in
each case, without any necessity for notice or call by the Company or by the
Corporate Trustee (such notice and call being waived by the registered owners
of the Bonds of the Twenty-sixth Series by the acceptance of the Bonds of the
Twenty-sixth Series and in connection with each Redemption Demand hereinafter
described); provided, however, that in the event of a rescission
or annulment of an acceleration of the Senior Notes pursuant to the Senior Note
Indenture, the related Acceleration Redemption shall be deemed to be rescinded
or annulled (without prejudice to the occurrence of another Acceleration Redemption
upon and by reason of a subsequent acceleration of the Senior Notes in
accordance with the Senior Note Indenture).


 


Each Corresponding Redemption of Bonds of the
Twenty-sixth Series on a Senior Notes Redemption Payment Date shall be at a
redemption price equal to the redemption price payable in connection with the
redemption of Senior Notes to which it corresponds (consisting of principal of
and, if applicable to such redemption of Senior Notes in accordance with the
Senior Note Indenture, premium on such Senior Notes), together with interest
accrued on the principal included in such redemption price to such Senior Notes
Redemption Payment Date (a “Corresponding Redemption Amount”); and such
Corresponding Redemption Amount shall be due and payable on such Senior Notes
Redemption Payment Date.  Each
Acceleration Redemption of Bonds of the Twenty-sixth Series on a Senior Notes
Acceleration Payment Date shall be at a redemption price equal to the principal
amount of the Bonds of the Twenty-sixth Series (without premium), together with
interest accrued on said principal to the date of redemption (an “Acceleration
Redemption Amount”); and such Acceleration Redemption Amount shall be due
and payable on such Senior Notes Acceleration Payment Date.  In the event of any failure by the Company to
pay when due the Corresponding Redemption Amount with respect to a
Corresponding Redemption of Bonds of the Twenty-sixth Series or the
Acceleration Redemption Amount with respect to an Acceleration Redemption of
Bonds of the Twenty-sixth Series, interest shall accrue on such unpaid
Corresponding Redemption Amount or such unpaid Acceleration Redemption Amount
at the rates (and in amounts equal to the Senior Notes Applicable Share of the
amounts) of interest that accrue on the corresponding unpaid principal of,
premium (if any) and interest on the Senior Notes in accordance with the Senior
Note Indenture.


 


The Corporate Trustee may conclusively presume that no
redemption of Bonds of the Twenty-sixth Series is required unless and until it
shall have received a written notice from the Senior Note Trustee, signed by a
person purporting to be its duly authorized officer, stating that Senior Notes
became due and payable pursuant to Section 405 or 702 of the Senior Note
Indenture by reason of redemption or acceleration in accordance with the Senior
Note Indenture (a “Redemption Demand”). 
Each Redemption Demand also shall state (i) the date on which Senior
Notes became due and payable by reason of redemption or acceleration in accordance
with the Senior Note Indenture, (ii) the principal amount of the Senior Notes
that became so due and payable on such date, (iii) the principal amount of 


 


27





















 


Bonds of the Twenty-sixth
Series to be redeemed on such date in accordance with this Twenty-fourth
Supplemental Indenture by reason of such redemption or acceleration, and (iv)
the Corresponding Redemption Amount or the Acceleration Redemption Amount
payable on such date with respect to Bonds of the Twenty-sixth Series
(determined in accordance with this Twenty-fourth Supplemental Indenture) and
setting forth the amounts of the respective portions thereof representing
principal of, premium (if any) and interest on the Bonds of the Twenty-sixth Series.  Each Redemption Demand shall be deemed to
constitute a waiver by the Senior Note Trustee, as registered owner of all
Bonds of the Twenty-sixth Series then Outstanding, of notice of redemption and
call for redemption by the Company or the Corporate Trustee of the Bonds of the
Twenty-sixth Series subject to redemption as described in such Redemption
Demand.  The Corporate Trustee may
conclusively presume the statements contained in each Redemption Demand to be
correct (and the Corporate Trustee shall be fully protected in relying
thereon).


 


The Corporate Trustee may conclusively presume that no
rescission or annulment of an Acceleration Redemption (in respect of which the
Corporate Trustee has received a Redemption Demand) is required unless and
until it shall have received a written notice from the Senior Note Trustee,
signed by a person purporting to be its duly authorized officer, stating that
the acceleration of the Senior Notes has been rescinded or annulled in
accordance with the Senior Note Indenture (a “Rescission Notice”).  Each Rescission Notice also shall state the
date on which the acceleration of the Senior Notes was rescinded or annulled in
accordance with the Senior Note Indenture and, as consequence, the redemption
of the Bonds of the Twenty-sixth Series was rescinded or annulled in accordance
with this Twenty-fourth Supplemental Indenture. 
The Corporate Trustee may conclusively presume the statements contained
in any Rescission Notice to be correct (and the Corporate Trustee shall be
fully protected in relying thereon).


 


(II)           It
is expressly stated (for the avoidance of any doubt) that, notwithstanding
anything herein or in any Bond of the Twenty-sixth Series to the contrary
(other than the provisions of subdivision (IV) below), each payment of
principal of, premium (if any) or interest on the Bonds of the Twenty-sixth
Series that becomes due and payable on any day in accordance with this
Twenty-fourth Supplemental Indenture (whether by reason of stated due date,
acceleration, redemption or otherwise) shall correspond to, and be equal to the
Senior Notes Applicable Share of, a payment of principal of, premium (if any)
or interest on the Senior Notes that becomes due and payable on such day in
accordance with the Senior Note Indenture.


 


(III)         The
obligation of the Company to make each payment of principal of, premium (if
any) or interest on the Bonds of the Twenty-sixth Series that becomes due and
payable in accordance with this Twenty-fourth Supplemental Indenture
(A) shall be fully satisfied and discharged if the corresponding payment
of the principal of, premium (if any) or interest on the Senior Notes shall
have been fully paid, or if provision for the full payment of the Senior Notes
shall have been made (by depositing moneys sufficient for such full payment
with the Senior Note Trustee), in either case under and in accordance with the
Senior Note Indenture, and (B) shall be partially satisfied and discharged
if the corresponding payment of the principal of, premium (if any) or interest
on the Senior Notes shall have been 


 


28





















 


partially paid, or if
provision for the partial payment of the Senior Notes shall have been made (by
depositing moneys sufficient for such partial payment with the Senior Note
Trustee), in either case under and in accordance with the Senior Note Indenture
(such partial satisfaction and discharge with respect to the Bonds of the
Twenty-sixth Series to be in an amount equal to the Senior Notes Applicable
Share of the amount of such partial payment or provision for partial payment
with respect to the Senior Notes).  The
Corporate Trustee may conclusively presume that the obligation of the Company
to make payments with respect to the principal of, premium (if any) and
interest on the Bonds of the Twenty-sixth Series has been fully satisfied and
discharged unless and until the Corporate Trustee shall have received a written
notice from the Senior Note Trustee, signed by a person purporting to be its
duly authorized officer, stating (i) that the Company has failed to make
timely payment in full or in part of an amount of principal of, premium (if
any) and/or interest on the Senior Notes which became due and payable in
accordance with the Senior Note Indenture, (ii) the amount and date of
such payment of principal of, premium (if any) and/or interest on the Senior
Notes which the Company has failed to make in accordance with the Senior Note
Indenture, and (iii) the amount of principal of, premium (if any) and/or
interest on the Bonds of the Twenty-sixth Series which, in accordance with this
Twenty-fourth Supplemental Indenture, has not been satisfied and discharged by
reason of such failure of the Company. 
The Corporate Trustee may conclusively presume the statements contained
in any such notice from the Senior Note Trustee to be correct unless and until
the Corporate Trustee shall receive a subsequent and/or modified notice from
the Senior Note Trustee pursuant to and in accordance with this
subdivision (III) (and the Corporate Trustee shall be fully protected in
relying thereon).  Without limitation of
the foregoing, and for the avoidance of any doubt, it is expressly stated that
the Corporate Trustee shall not be responsible for (i) the calculation of
interest on the Bonds of the Twenty-sixth Series, or (ii) the
determination of any amount (including, without limitation, any principal of,
premium (if any) or interest on the Senior Notes) that is payable or paid under
the Senior Note Indenture.


 


(IV)         Nothing
herein or in any of the Bonds of the Twenty-sixth Series (including, without
limitation, any reference to the principal payable with respect to the Bonds of
the Twenty-sixth Series being determined on the basis of the Applicable Share
of the principal payable with respect to the Senior Notes) shall, or shall be
deemed or construed to, (A) increase the aggregate principal amount of the
Bonds of the Twenty-sixth Series that are Outstanding from time to time,
(B) cause or permit an amount of principal of the Bonds of the Twenty-sixth
Series to be or to become due and payable which, when added to all other
principal of such Bonds theretofore paid, exceeds $161,000,000, or
(C) cause or permit to be or to become due and payable interest on the
Bonds of the Twenty-sixth Series which is payable on any principal of the Bonds
of the Twenty-sixth Series that is in excess of the principal of the Bonds of
the Twenty-sixth Series as restricted pursuant to the preceding
clauses (A) and (B).


 


29





















 


ARTICLE IV




Reservation of Right to
Make Amendments


 


SECTION 4.1  The Company reserves the right, without any
consent or other action by holders of Bonds of the Twenty-fourth Series, Bonds
of the Twenty-fifth Series or Bonds of the Twenty-sixth Series, or bonds of any
subsequent series, to make such amendments to the Mortgage (as supplemented) as
shall be necessary in order to cause there to be excluded from the Mortgaged
and Pledged Property and the Lien of the Mortgage (as supplemented) at all
times, including, without limitation, in the event and following the date that
either or both of the Trustees or a receiver of trustee shall enter upon and
take possession of the Mortgaged and Pledged Property in the manner provided in
Article XIII of the Mortgage (as supplemented) by reason of the occurrence
of a Default as defined in Section 65 thereof, all of the Company’s right,
title and interest, whenever arising or acquired, in, to and under all accounts
(as defined in the Uniform Commercial Code as in effect from time to time in
the State of New York), all accounts receivable, all payments for goods sold or
leased or for services rendered (whether or not they have been earned by
performance), all rights in any merchandise or goods which any of the foregoing
may represent, all rights, title, security and guaranties with respect to any
or all of the foregoing, and all proceeds (as defined in the Uniform Commercial
Code as in effect from time to time in the State of New York) of, and all
collections from or with respect to, any or all of the foregoing.


 


SECTION 4.2  The Company reserves the right, without any
consent or other action by holders of Bonds of the Twenty-fourth Series, Bonds
of the Twenty-fifth Series or Bonds of the Twenty-sixth Series, or holders of
bonds of any subsequent series, to make the following amendments to
Section 120 of the Mortgage (as supplemented):  (i) to substitute for the words “adversely
affecting any bonds then Outstanding hereunder”, which appear at the end of the
last sentence of such Section, the words “which adversely affects the interests
of the Holders of any of the bonds then Outstanding in any material respect”;
and (ii) to add at the end of the first sentence of such Section the
following:


 


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


 


30





















 


ARTICLE V




Amendments to Mortgage


 


SECTION 5.1.  So long as any of the Bonds of the
Twenty-fourth, Twenty-fifth or Twenty-sixth Series remain Outstanding, Section
7 of the Mortgage is amended by adding at the end thereof the following
additional paragraphs:


 


If any bonds Outstanding at the date of a Net Earning
Certificate (except any for the refunding of which the bonds applied for are to
be issued) or any bonds then applied for in pending applications (including the
application in connection with which such Net Earning Certificate is made) bear
or are to bear interest at a variable rate or variable rates such that the
interest requirements with respect to such bonds for any twelve (12) month
period prior to the stated maturity date of such bonds are not determinable at
the date of such Net Earning Certificate (any such bonds being referred to as “Variable
Rate Bonds”), then (in lieu of setting forth the Annual Interest
Requirements (as otherwise prescribed by this Section 7), such Net Earning
Certificate shall (A) set forth (i)  the sum of the amounts required
by clauses (i) through (iv) of paragraph (B) of this
Section 7 (in the case of such clauses (i) and (ii), excluding the
interest requirements in respect of the Variable Rate Bonds) (the sum of such
amounts being referred to herein and to be referred to in such Net Earning
Certificate as the “Fixed Rate Interest Amount”), and (ii) the
amount (referred to herein and to be referred to in such Net Earning
Certificate as the “Maximum Permitted Variable Rate Interest Amount”) by
which (x) one-half of the Adjusted Net Earnings of the Company set forth
in such Net Earning Certificate, exceeds (y) the Fixed Rate Interest
Amount set forth in such Net Earning Certificate, and (ii) if such Net
Earning Certificate is accompanied by a certificate of an independent (as
hereinafter defined) investment banking firm, signed by a managing director or
officer thereof, to the effect that, based upon historical fluctuations in the
indices upon which the variable rate or variable rates borne by the Variable
Rate Bonds are based, and taking into account the margins to be added to or
subtracted from such indices and/or any other adjustments to be made in determining
such variable rate or variable rates and prevailing and projected conditions in
the markets influencing such indices, such independent (as hereinafter defined)
investment banking firm believes (or is of the view), as of the date of such
certificate, that the aggregate amount of interest to be payable on all of the
Variable Rate Bonds during any period of twelve (12) months prior to the stated
maturity date last to occur of any of the Variable Rate Bonds will not exceed
the Maximum Permitted Variable Rate Interest Amount (as calculated by the
Company in such Net Earning Certificate without any responsibility on the part
of such independent (as hereinafter defined) investment banking firm for the
calculation thereof), such Net Earning Certificate shall be deemed for all
purposes of the Mortgage (including, 


 


31





















 


without limitation, Sections 26, 28 and 29 of the
Mortgage) to show Adjusted Net Earnings of the Company to be as required by
Section 27 of the Mortgage.  As used in
this Section 7, “independent” means, with respect to an investment banking firm
that provides a certificate pursuant to this Section 7,
that:  (i) such investment banking firm is competent to provide
such certificate (and such investment banking firm shall be conclusively
presumed to be competent to provide such certificate if such investment banking
firm is an investment banking firm of nationally recognized standing and
engages in interest rate swap transactions in the ordinary course of its
business); (ii) such investment banking firm does not have any direct or
indirect investment in the Company or in any bonds that, as of the date of such
certificate, are Outstanding or the subject of a pending application for
authentication and delivery under the Mortgage (including, without limitation,
any bonds that are subject of the Net Earning Certificate to which such
certificate relates) or in any affiliate of the Company (other than de minimus
amounts of loans or securities of the Company or affiliates of the Company held
in its or its affiliates’ accounts and any investment in, or ownership of,
additional securities or loans of the Company or affiliates of the Company
resulting from its market making activities in the ordinary course of its
business); (iii) such investment banking firm is not, and none of its
officers or directors is, an affiliate of the Company; and (iv) such
investment banking firm is not acting as an underwriter with respect to any
bonds that are the subject of the Net Earning Certificate to which such
certificate relates or as an arranger or provider of the loans, extensions of
credit or other securities (if any) for which such bonds are collateral
security.


 


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


 


SECTION 5.2  So long as any of the Bonds of the Twenty-fourth,
Twenty-fifth and Twenty-sixth Series remain Outstanding, Section 27 of the
Mortgage is amended by adding at the end thereof the following additional
sentence:


 


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


 


32





















 


SECTION 5.3  So long as any of the Bonds of the
Twenty-fourth, Twenty-fifth and Twenty-sixth Series are Outstanding, Section 86
of the Mortgage is amended by adding at the end thereof the following additional
sentences:


 


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


 


33





















 


(whether or not the Mortgaged and Pledged Property is
utilized in connection therewith), and (ii) the other business or businesses
in which such successor corporation is engaged (with such other business or
businesses being given effect under the items set forth in clauses (8) and
(10) of paragraph (A) of such Section 7)).  Each such Net Earning Certificate shall
contain a statement of the signers of such Net Earning Certificate that, in the
opinion of such signers, the allocations made in the calculations of “Adjusted
Net Earnings of the Company” as set forth in such Net Earning Certificate are
in accordance with the requirements of the preceding sentence of this Section
86.


 


ARTICLE VI




Miscellaneous


 


SECTION 6.1  Except as otherwise expressly provided
herein, the terms defined in the Mortgage, as heretofore supplemented, shall,
for all purposes of this Twenty-fourth Supplemental Indenture, have the meaning
specified in the Mortgage, as heretofore supplemented.


 


SECTION 6.2  The Trustees hereby accept the trust herein
declared, provided, created or supplemented and agree to perform the same upon
the terms and conditions herein and in the Mortgage, as heretofore
supplemented, set forth and upon the following terms and conditions.


 


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


 


SECTION 6.3  Whenever in this Twenty-fourth Supplemental
Indenture any of the parties hereto is named or referred to, this shall,
subject to the provisions of Articles XVI and XVII of the Mortgage, as
heretofore supplemented, be deemed to include the successors and assigns of
such party, and all the covenants and agreements in this Twenty-fourth
Supplemental Indenture contained by or on behalf of the Company, or by or on
behalf of the Trustees shall, subject as aforesaid, bind and inure to the
respective benefits of the respective successors and assigns of such parties,
whether so expressed or not.


 


SECTION 6.4  Nothing in this Twenty-fourth Supplemental
Indenture, expressed or implied, is intended, or shall be construed, to confer
upon, or to give to, any person, firm or corporation, other than the parties
hereto and the holders of the bonds and coupons 


 


34





















 


Outstanding under the
Indenture, any right, remedy or claim under or by reason of this Twenty-fourth
Supplemental Indenture or any covenant, condition, stipulation, promise or
agreement hereof, and all the covenants, conditions, stipulations, promises and
agreements in this Twenty-fourth Supplemental Indenture contained by or on
behalf of the Company shall be for the sole and exclusive benefit of the
parties hereto, and of the holders of the bonds and coupons now, or to be,
Outstanding under the Indenture.


 


SECTION 6.5  This Twenty-fourth Supplemental Indenture
shall be executed in several counterparts, each of which shall be an original
and all of which shall constitute but one and the same instrument.


 


[Signature
Pages Follow]


 


35





















 


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


 


	
   

  	
  NORTHWESTERN
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brian B. Bird

  
	
   

  	
   

  	
  Name:

  	
  Brian B. Bird

  
	
   

  	
   

  	
  Title:

  	
  Vice President and

  
	
   

  	
   

  	
   

  	
  Chief Financial Officer

  
					



 


[SEAL]


 


Attest:


 


 


	
  /s/ Alan D. Dietrich

  	
   

  
	
  Name:

  	
  Alan D. Dietrich

  	
   

  
	
  Title:

  	
  Corporate Secretary

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Executed, sealed and
  delivered by

  
	
  NORTHWESTERN
  CORPORATION

  
	
  in the presence of:

  
	
   

  
	
  /s/ Michael J. Young

  	
   

  
	
  /s/ Michael Devoe

  	
   

  



 





















 


	
   

  	
  THE
  BANK OF NEW YORK,

  
	
   

  	
  as Corporate Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jeremy F.
  Finkelstein

  
	
   

  	
   

  	
  Name:

  	
  Jeremy F. Finkelstein

  
	
   

  	
   

  	
  Title:

  	
  Assistant Treasurer

  



 


[SEAL]


 


Attest:


 


 


	
  /s/ Joseph
  A. Lloret

  	
   

  
	
  Name:  Joseph A. Lloret

  
	
  Title:  Assistant Treasurer

  



 


 


	
   

  	
   

  	
   

  	
  /s/ MaryBeth
  Lewicki

  	
   

  
	
   

  	
   

  	
   

  	
  MARYBETH
  LEWICKI, as Co-Trustee

  
	
   

  	
   

  	
   

  	
   

  
	
  Executed, sealed and
  delivered

  	
   

  	
   

  	
   

  
	
  by THE BANK OF NEW YORK
  and

  	
   

  	
   

  	
   

  
	
  MARYBETH LEWICKI in the
  presence of:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ Helen L. Li

  	
   

  
	
  /s/ 

  	
   

  
						



 





















 


 


 


STATE OF NEW YORK    )


 


                                            :  ss.


 


COUNTY OF NEW YORK)


 


This
instrument was acknowledged before me on this 1st day of November, 2004, by
Brian B. Bird, Vice President and Chief Financial Officer, of NORTHWESTERN
CORPORATION, a Delaware corporation.


 


 


	
   

  	
  /s/ Keith M.
  Wixson

  	
   

  
	
   

  	
   Notary
  Public, State of New York

  
	
   

  	
   No.  01WI5081858

  
	
   

  	
   Qualified
  in New York County

  
	
   

  	
   Commission
  Expires:  July 14, 2007

  



 


 


[SEAL]


 





















 


STATE OF NEW YORK    )


 


                                            :  ss.


 


COUNTY OF NEW YORK)


 


This
instrument was acknowledged before me on this 1st day of November, 2004, by
Jeremy F. Finkelstein, Assistant Treasurer of THE BANK OF NEW YORK, a New York
corporation.


 


 


	
   

  	
  /s/ Robert
  Hirsch

  	
   

  
	
   

  	
   Notary
  Public, State of New York

  
	
   

  	
   No. 01HI6076679

  
	
   

  	
   Qualified
  in Rockland County

  
	
   

  	
   Commission
  Expires: July 1, 2006

  



 


 


[SEAL]


 





















 


STATE OF NEW YORK     )


 


                                             :  ss.


 


COUNTY OF NEW YORK)


 


This
instrument was acknowledged before me on this 1st day of November, 2004, by
MARYBETH LEWICKI.


 


	
   

  	
  /s/ Robert
  Hirsch

  	
   

  
	
   

  	
   Notary
  Public, State of New York

  
	
   

  	
   No. 01HI6076679

  
	
   

  	
   Qualified
  in Rockland County

  
	
   

  	
   Commission
  Expires:  July 1, 2006

  



 


 


[SEAL]


 





















 


Exhibit A to

Twenty-fourth Supplemental Indenture


 


Form of Bond of the Twenty-fourth Series


 


 


Exhibit A


 





















 


[FORM OF FIRST MORTGAGE BOND, COLLATERAL (2004) SERIES
A, DUE 2009]


 


THIS BOND IS NOT TRANSFERABLE EXCEPT TO A SUCCESSOR
COLLATERAL AGENT UNDER THE COLLATERAL AGREEMENT (AS IDENTIFIED AND DEFINED
BELOW).


 


NORTHWESTERN CORPORATION


 


First Mortgage Bond,

Collateral (2004) Series A, due 2009


 


	
  No. R-

  	
  $

  



 


NORTHWESTERN CORPORATION, a corporation organized and
existing under the laws of the State of Delaware (the “Company”), for
value received, hereby promises to pay to LEHMAN COMMERCIAL PAPER INC., AS
COLLATERAL AGENT UNDER THE BOND COLLATERAL AGREEMENT to which reference is
hereinafter made, or (subject to the transfer restrictions hereinbefore and
hereinafter described) registered assigns, at the office or agency of the
Company in the Borough of Manhattan, The City of New York, the sum of               
dollars, or, if less, the unpaid principal amount of the Revolving Loans (as
hereinafter defined), on November 1, 2009 (the “Revolving Credit Maturity
Date”), and in such coin or currency of the United States of America as at
the time of payment is legal tender for public and private debts, and to pay to
the registered owner interest thereon as hereinafter described in like coin or
currency and at such office or agency.


 


The bonds of the series of which this bond is one have
been issued to Lehman Commercial Paper Inc., as collateral agent (together with
its successors in such capacity, the “Collateral Agent”) under the Bond
Delivery and Collateral Agreement, dated as of November 1, 2004 (as
amended or otherwise modified, or as waived, or as replaced, in each case, from
time to time in accordance with its terms, the “Collateral Agreement”),
between the Company and the Collateral Agent, to secure the obligations of the
Company to pay when due the Revolving Credit Applicable Share (as hereinafter
defined) of the Revolving Credit Obligations (as hereinafter defined) under the
Credit Agreement, dated as of November 1, 2004 (as amended or otherwise
modified, or as waived, or as replaced, in each case, from time to time in
accordance with its terms, the “Credit Agreement”), among the Company,
the several lenders from time to time parties thereto (the “Lenders”),
Lehman Brothers Inc. and Deutsche Bank Securities Inc., as joint lead arrangers
and joint bookrunners, Deutsche Bank Securities Inc., as syndication agent,
Union Bank of California, N.A. and KeyBank National Association, as
co-documentation agents, Lehman Commercial Paper Inc., as administrative agent
(in such capacity, the “Administrative Agent”) and the Collateral Agent.


 


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


 


A-1





















 


This instrument shall not become obligatory until The
Bank of New York (successor to Morgan Guaranty Trust Company of New York), the
Corporate Trustee under the Mortgage (referred to on the reverse hereof), or
its successors thereunder, shall have signed the form of authentication
certificate endorsed hereon.


 


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


 


Dated:


 


	
   

  	
  NORTHWESTERN
  CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  [Title]

  



 


Attest:


 


 


	
   

  	
   

  
	
  [Title]

  	
   

  



 


(Seal)


 


CORPORATE TRUSTEE’S

AUTHENTICATION CERTIFICATE


 


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


 


	
   

  	
  THE BANK OF NEW
  YORK,

  
	
   

  	
  as Corporate Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized
  Signatory

  



 


A-2





















 


[FORM OF REVERSE OF BOND]


 


General


 


This bond is one of an issue of bonds of the Company
issuable in series and is one of a series known as its First Mortgage Bonds,
Collateral (2004) Series A, due 2009 (sometimes herein referred to as the “Bonds
of the Twenty-fourth Series”), all bonds of all series issued and to be
issued under and equally secured (except in so far as any sinking or other
fund, established in accordance with the provisions of the Mortgage hereinafter
mentioned, may afford additional security for the bonds of any particular series)
by a Mortgage and Deed of Trust (herein, together with any indenture
supplemental thereto, including the Twenty-fourth Supplemental Indenture dated
as of November 1, 2004 (the “Twenty-fourth Supplemental Indenture”),
called the “Mortgage”), dated as of October 1, 1945, executed by The
Montana Power Company (NorthWestern Corporation, successor thereunder) to
Guaranty Trust Company of New York (The Bank of New York, successor thereunder)
and Arthur E. Burke (MaryBeth Lewicki, successor thereunder), as Trustees.  Reference is made to the Mortgage for a
description of the property mortgaged and pledged, the nature and extent of the
security, the rights of the holders of the bonds and of the Trustees in respect
thereof, the duties and immunities of the Trustees, the terms and conditions
upon which the bonds are and are to be secured, the circumstances under which
additional bonds may be issued and the definition of any capitalized term used
herein but not defined herein. With the consent of the Company and to the
extent permitted by and as provided in the Mortgage, the rights and obligations
of the Company and/or the rights of the holders of the bonds and/or coupons
and/or the terms and provisions of the Mortgage may be modified or altered by
affirmative vote of the holders of at least 66-2/3% in principal amount of the
bonds then Outstanding under the Mortgage and, if the rights of the holders of
one or more, but less than all, series of bonds then Outstanding are to be
affected, then also by affirmative vote of the holders of at least 66-2/3% in
principal amount of the bonds then Outstanding of each series of bonds so to be
affected (excluding in any case bonds disqualified from voting by reason of the
Company’s interest therein as provided in the Mortgage); provided that, without the consent of the
holder hereof, no such modification or alteration shall, among other things,
impair or affect the right of the holder to receive payment of the principal of
and interest on this bond, on or after the respective due dates expressed
herein, or permit the creation of any lien equal or prior to the lien of the
Mortgage or deprive the holder of the benefit of a lien on the mortgaged and
pledged property.


 


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


 


No recourse shall be had for the payment of the
principal of or interest on this bond against any incorporator or any past,
present or future subscriber to the capital stock, stockholder, officer or
director of the Company or of any predecessor or successor 


 


A-3





















 


corporation, as such, either
directly or through the Company or any predecessor or successor corporation,
under any rule of law, statute or constitution or by the enforcement of any
assessment or otherwise, all such liability of incorporators, subscribers,
stockholders, officers and directors being released by the holder or owner
hereof by the acceptance of this bond and being likewise waived and released by
the terms of the Mortgage.


 


Transfer Provisions and
Restrictions


 


Bonds of the Twenty-fourth Series shall not be
transferable except to any successor Collateral Agent under the Collateral
Agreement.  As a condition precedent to
any transfer of the Bonds of the Twenty-fourth Series by the Collateral Agent,
the Collateral Agent shall submit to the Company, the Corporate Trustee and, if
applicable, any bond registrar or transfer agent for the Bonds of the
Twenty-fourth Series (in addition to all other documents and instruments
required to be submitted pursuant to the Mortgage) a certificate of the
Collateral Agent, signed by a person purporting to be its duly authorized
officer, certifying that the transferee in such transfer is a successor
Collateral Agent under the Collateral Agreement (and the Corporate Trustee may
conclusively presume the statements in any such certificate of the Collateral
Agent to be correct and shall be fully protected in relying thereon).


 


Any such transfer is to be made as prescribed in the
Mortgage by the registered owner hereof in person, or by his duly authorized
attorney, at the office or agency of the Company in the Borough of Manhattan,
The City of New York, upon surrender and cancellation of the applicable Bond of
the Twenty-fourth Series, and, thereupon, a new fully registered temporary or
definitive bond of the same series for a like principal amount will be issued
to the transferee in exchange therefor as provided in the Mortgage.  The Company and the Trustees may deem and
treat the person in whose name any Bond of the Twenty-fourth Series is
registered as the absolute owner thereof for the purpose of receiving payment
and for all other purposes and neither the Company nor the Trustees shall be
affected by any notice to the contrary.


 


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


 


As provided in the Mortgage, the Company shall not be
required to make transfers or exchanges of bonds of any series for a period of
ten days next preceding any interest payment date for bonds of said series, or
next preceding any designation of bonds of said series to be redeemed; provided, however, that pursuant to a
waiver by the Company in the Twenty-fourth Supplemental Indenture, these
restrictions shall not be applicable to any transfer of the Bonds of the
Twenty-fourth Series to a successor Collateral Agent under the Collateral
Agreement.


 


A-4





















 


Principal


 


The unpaid principal of the Bonds of the Twenty-fourth
Series, of which this bond is one, is scheduled to be paid on the Revolving
Credit Maturity Date.  From time to time
after the issuance of the Bonds of the Twenty-fourth Series, and as Revolving
Loans (as hereinafter defined) are prepaid and reborrowed subject to and in
accordance with the Credit Agreement, (i) for purposes of determining the
amount of principal payable by the Company with respect to the Bonds of the
Twenty-fourth Series, the unpaid principal amount of the Bonds of the
Twenty-fourth Series at any time shall be deemed to be equal to the Revolving
Credit Applicable Share of the unpaid principal amount of the Revolving Loans
at such time, plus, if an acceleration of the Revolving Loans shall be in
effect in accordance with the Credit Agreement at such time, the amount of cash
collateral required to be provided by the Company pursuant to Section 8 of
the Credit Agreement in respect of Letters of Credit, and (ii) for all
other purposes of the Indenture (including, without limitation, the
determination of the amount of principal on which interest is payable and the
determination of the principal amount with respect to which the Collateral
Agent, as registered owner, is entitled to vote or otherwise exercise rights as
registered owner), the Bonds of the Twenty-fourth Series shall be deemed to be “Outstanding”
at any time in an aggregate principal amount equal to the Maximum Principal
Amount at such time.  The Maximum
Principal Amount on and as of the date of original issuance of the Bonds of the
Twenty-fourth Series shall be $90,000,000 and thereafter shall be reduced from
time to time upon each Revolving Credit Commitment Redemption and each
Revolving Credit Event of Default Commitment Termination Redemption (as
hereinafter defined), in each case, by an amount equal to the aggregate
principal amount of the Bonds of the Twenty-fourth Series that are deemed to
have been redeemed pursuant to such Revolving Credit Commitment Redemption or
such Revolving Credit Event of Default Commitment Termination Redemption.


 


Interest 


 


The unpaid principal amount of the Bonds of the
Twenty-fourth Series, of which this bond is one, bears interest (i) with
respect to the portion or amount of such principal that is equal to the
principal amount of Revolving Loans, at one or more variable interest rates per
annum which rate or rates for each day shall be equal to the rate or rates per
annum borne by Revolving Loans in accordance with the Credit Agreement for such
day (calculated in the manner provided in the Credit Agreement for the
calculation of interest on Revolving Credit Loans), payable on each day on
which interest is payable on Revolving Loans in accordance with the Credit
Agreement (and in an amount equal to the Revolving Credit Applicable Share of
the amount of interest that is payable on Revolving Loans on such day in
accordance with the Credit Agreement), (ii) with respect to the portion or amount
of such principal (in excess of the amount described in the preceding clause
(i)) that is equal to the Revolving Credit Applicable Share of the unused Total
Revolving Credit Commitments (as defined in the Credit Agreement), at one or
more variable interest rate per annum which rate or rates for any day shall be
equal to the rate or rates per annum at which commitment fees are payable under
the Credit Agreement on the unused Total Revolving Credit Commitments, payable
on 


 


A-5





















 


each day on which
commitment fees are payable under the Credit Agreement (and in an amount equal
to the Revolving Credit Applicable Share of the amount of commitment fees that
is payable under the Credit Agreement on such day), and (iii) with respect to
the portion or amount of such principal (in excess of the amounts described in
the preceding clauses (i) and (ii)) that is equal to the Revolving Credit
Applicable Share of the amount available to be drawn under Letters of Credit
(as defined in the Credit Agreement), at one or more variable interest rates
per annum which rate or rates for each day shall be equal to the rate or rates
per annum at which letter of credit fees are payable under the Credit Agreement
on the amount available to be drawn under Letters of Credit, payable on each
day on which letter of credit fees are payable under the Credit Agreement (and
in an amount equal to the Revolving Credit Applicable Share of the amount of
letter of credit fees that is payable under the Credit Agreement on such day),
in each case, to the Collateral Agent, as the registered owner, without regard
to, or necessity for, any record date.


 


Revolving Credit
Applicable Share


 


As used herein, “Revolving Credit Applicable Share”
means, as of any day, a fraction (expressed as a percentage rounded to the
second place), (i) the numerator of which is the aggregate principal
amount of the Bonds of the Twenty-fourth Series that are Outstanding on such
day, and (ii) the denominator of which is the sum of (a) the
aggregate principal amount of the Bonds of the Twenty-fourth Series that are
Outstanding on such day, plus (b) the aggregate principal amount of the
First Mortgage Bonds, Collateral (2004) Series A, due 2009, of the Company
(the “South Dakota Revolving Credit Bonds”) that are outstanding on such
day under the Company’s South Dakota Mortgage (as defined in the Twenty-fourth
Supplemental Indenture).  Simultaneously
with the issuance and registration of the Bonds of the Twenty-fourth Series in
the name of the Collateral Agent (for the same purpose), the South Dakota
Revolving Credit Bonds were issued to the Collateral Agent to secure the
Revolving Credit Obligations under the Credit Agreement.


 


Revolving Credit
Obligations and Revolving Loans


 


As used herein, “Revolving Credit Obligations”
means the obligations of the Company (A) to pay (i) principal of and
interest on (a) the Revolving Credit Loans (as defined in the Credit
Agreement), (b) the Swing Line Loans (as defined in the Credit Agreement), and
(c) drawings under Letters of Credit (as defined in the Credit Agreement) that
are not reimbursed pursuant to and in accordance with the Credit Agreement
(collectively, “Revolving Loans”), (ii) commitment fees on the average
daily amount of the unused Total Revolving Credit Commitments (as defined in
the Credit Agreement); and (iii) letter of credit fees on the amount available
to be drawn under Letters of Credit (as defined in the Credit Agreement) and
(B) to cash collateralize Letters of Credit pursuant to and in accordance
with Section 8 of the Credit Agreement.


 


A-6





















 


Redemption


 


Bonds of the Twenty-fourth Series, of which this bond
is one, shall be subject to redemption as follows (but shall not otherwise be or
become subject to redemption, whether at the option of the holders thereof or
the Company or pursuant to any other requirements or provisions of the
Indenture):  (A) on each day on
which there is a permanent reduction or termination of the Revolving Credit
Commitments (as defined in the Credit Agreement) pursuant to Section 2.10 of
the Credit Agreement, Bonds of the Twenty-fourth Series shall be deemed to have
been redeemed in an aggregate principal amount equal to the Revolving Credit
Applicable Share of the amount of such permanent reduction or termination of
the Revolving Credit Commitments pursuant to such Section 2.10 (a “Revolving
Credit Commitment Redemption”); (B) on each day on which the Revolving
Credit Commitments are permanently terminated pursuant to Section 8 of the
Credit Agreement, Bonds of the Twenty-fourth Series shall be deemed to have
been redeemed in an aggregate principal amount which, after giving effect to
such termination, results in the Maximum Principal Amount of the Bonds of Twenty-fourth
Series being equal to the Revolving Credit Applicable Share of the sum of the
principal amount of the Revolving Loans then outstanding under the Credit
Agreement and the amount then available to be drawn under Letters of Credit (a “Revolving
Credit Event of Default Commitment Termination Redemption”); and (C) on
each day on which the Revolving Loans are accelerated in accordance with the
Credit Agreement (an “Acceleration Redemption Date”), the entire
aggregate principal amount of the Bonds of the Twenty-fourth Series shall be
subject to mandatory redemption by the Company (an “Acceleration Redemption”);
in each case, without any necessity for notice or call by the Company or by the
Corporate Trustee (such notice and call being waived by the registered owners
of the Bonds of the Twenty-fourth Series by the acceptance of the Bonds of the
Twenty-fourth Series and in connection with each Redemption Demand hereinafter
described); provided, however, that in the event of a
reinstatement of the Revolving Credit Commitments or a rescission or annulment
of the acceleration of the Revolving Loans pursuant to the Credit Agreement or
otherwise, the related Revolving Credit Event of Default Commitment Termination
Redemption or the related Acceleration Redemption shall be deemed to be
rescinded or annulled, without prejudice to the occurrence of another Revolving
Credit Event of Default Commitment Termination Redemption or another
Acceleration Redemption upon and by reason of a subsequent termination of the
Revolving Credit Commitments pursuant to Section 8 of the Credit Agreement or
another acceleration of the Revolving Loans in accordance with the Credit
Agreement.  Acceleration Redemption of
the Bonds of the Twenty-fourth Series on an Acceleration Redemption Date shall
be at a redemption price equal to the principal amount (determined in
accordance with the Twenty-fourth Supplemental Indenture) of the Bonds of the
Twenty-fourth Series that is then payable by the Company (without premium),
together with interest accrued on said principal to and including such
Acceleration Redemption Date (collectively, an “Acceleration Redemption
Amount”); and such Acceleration Redemption Amount shall be due and payable
on such Acceleration Redemption Date.  In
the event of any failure by the Company to pay when due an Acceleration
Redemption Amount, interest shall accrue on such unpaid Acceleration Redemption
Amount at the rates (and in amounts 


 


A-7





















 


equal to the Revolving
Credit Applicable Share of the amounts) of interest that accrue on the
corresponding unpaid principal of and interest on the Revolving Loans in
accordance with the Credit Agreement.


 


The Corporate Trustee may conclusively presume that no
redemption of Bonds of the Twenty-fourth Series is deemed to have occurred or
resulted in a reduction of the Maximum Principal Amount (in the case of a
Revolving Credit Commitment Redemption or a Revolving Credit Event of Default
Commitment Termination Redemption) or is required to occur (in the case of an
Acceleration Redemption) unless and until it shall have received a written
notice from the Administrative Agent, signed by a person purporting to be its
duly authorized officer, stating that the Revolving Credit Commitments have been
permanently reduced or terminated pursuant to Section 2.10 of the Credit
Agreement or the Revolving Credit Commitments have been permanently terminated
pursuant to Section 8 of the Credit Agreement or the Revolving Loans have been
accelerated in accordance with the Credit Agreement (a “Redemption Demand”).  Each Redemption Demand also shall (i) state
the date on which the Revolving Credit Commitments were permanently reduced or
terminated pursuant to Section 2.10 of the Credit Agreement or the Revolving Credit
Commitments were permanently terminated pursuant to Section 8 of the Credit
Agreement or the Revolving Loans were accelerated, (ii) the amount by which the
Revolving Credit Commitments were so permanently reduced or terminated and the
Maximum Principal Amount (determined in accordance with the Twenty-fourth
Supplemental Indenture) after giving effect to the related and deemed
redemption of Bonds of the Twenty-fourth Series or the principal amount of the
Revolving Loans subject to acceleration on such date, (iii) the principal
amount of Bonds of the Twenty-fourth Series that are deemed to have been
redeemed or are to be redeemed on such date in accordance with the
Twenty-fourth Supplemental Indenture by reason of such permanent reduction or
termination of the Revolving Credit Commitments and such reduction of the
Maximum Principal Amount or such acceleration of the Revolving Loans, and (iv)
in the case of an Acceleration Redemption, the Acceleration Redemption Amount
payable with respect to the Bonds of the Twenty-fourth Series (determined in
accordance with the Twenty-fourth Supplemental Indenture) and setting forth the
amounts of the respective portions thereof representing principal of and
interest on the Bonds of the Twenty-fourth Series.  Each Redemption Demand shall be deemed to
constitute a written waiver by the Collateral Agent, as registered owner of all
Bonds of the Twenty-fourth Series then Outstanding, of notice of redemption and
call for redemption by the Company or the Corporate Trustee of the Bonds of the
Twenty-fourth Series subject to redemption as described in such Redemption
Demand.  The Corporate Trustee may
conclusively presume the statements contained in each Redemption Demand to be
correct (and the Corporate Trustee shall be fully protected in relying
thereon).


 


The Corporate Trustee may conclusively presume that no
rescission or annulment of a Revolving Credit Event of Default Commitment
Termination Redemption or an Acceleration Redemption (in respect of which the
Corporate Trustee has received a Redemption Demand) is required unless and
until it shall have received a written notice from the Administrative Agent,
signed by a person purporting to be its duly authorized officer, 


 


A-8





















 


stating that the
termination of the Revolving Credit Commitments pursuant to Section 8 of the
Credit Agreement or the acceleration of the Revolving Loans has been rescinded
or annulled in accordance with the Credit Agreement or otherwise (a “Rescission
Notice”).  Each Rescission Notice
also shall state the date on which the termination of the Revolving Credit
Commitments pursuant to Section 8 of the Credit Agreement or the acceleration
of the Revolving Loans was rescinded or annulled in accordance with the Credit
Agreement or otherwise and, as consequence, the redemption of the Bonds of the
Twenty-fourth Series was rescinded or annulled in accordance with the
Twenty-fourth Supplemental Indenture. 
The Corporate Trustee may conclusively presume the statements contained
in any Rescission Notice to be correct (and the Corporate Trustee shall be
fully protected in relying thereon).


 


Additional Terms


 


Bonds of the Twenty-fourth Series shall be subject to
the following other terms and conditions:


 


(I)            It
is expressly stated (for the avoidance of any doubt) that, notwithstanding
anything in this bond or in the Twenty-fourth Supplemental Indenture to the
contrary (other than the provisions of subdivision III below), each payment of
principal of or interest on the Bonds of the Twenty-fourth Series that becomes
due and payable on any day (whether by reason of stated due date, acceleration,
redemption or otherwise) shall correspond to, and be equal to the Revolving
Credit Applicable Share of, a payment of Revolving Credit Obligations that
becomes due and payable on such day in accordance with the Credit Agreement.


 


(II)           The
obligation of the Company to make each payment of principal of or interest on
the Bonds of the Twenty-fourth Series that becomes due and payable in accordance
with the Twenty-fourth Supplemental Indenture (A) shall be fully satisfied
and discharged if the corresponding payment of the Revolving Credit Obligations
shall have been fully paid under and in accordance with the Credit Agreement,
and (B) shall be partially satisfied and discharged if the corresponding
payment of the Revolving Credit Obligations shall have been partially paid
under and in accordance with the Credit Agreement (such partial satisfaction
and discharge with respect to the Bonds of the Twenty-fourth Series to be in an
amount equal to the Revolving Credit Applicable Share of the amount of such
partial payment with respect to the Revolving Credit Obligations).


 


(III)         Nothing
in any of the Bonds of the Twenty-fourth Series (including, without limitation,
any reference to the principal payable with respect to the Bonds of the
Twenty-fourth Series being determined on the basis of the Revolving Credit
Applicable Share of the principal payable with respect to the Revolving Credit
Obligations) shall, or shall be deemed or construed to, increase the aggregate
principal amount of the Bonds of the Twenty-fourth Series that are Outstanding
at any time to an amount in excess of the Maximum Principal Amount as in effect
at such time.


 


A-9





















 


Exhibit B to

Twenty-fourth Supplemental Indenture


 


Form of Bond of the Twenty-fifth Series


 


 


Exhibit B


 





















[FORM OF FIRST MORTGAGE BOND, COLLATERAL (2004) SERIES
B, DUE 20011]


 


THIS BOND IS NOT TRANSFERABLE EXCEPT TO A SUCCESSOR

COLLATERAL AGENT UNDER THE COLLATERAL AGREEMENT

(AS IDENTIFIED AND DEFINED BELOW).


 


NORTHWESTERN CORPORATION


 


First Mortgage Bond,

Collateral (2004) Series B, due 2011


 


	
  No. R-

  	
  $

  



 


NORTHWESTERN CORPORATION, a corporation organized and
existing under the laws of the State of Delaware (the “Company”), for
value received, hereby promises to pay to LEHMAN COMMERCIAL PAPER INC., AS
COLLATERAL AGENT UNDER THE BOND DELIVERY AND COLLATERAL AGREEMENT to which
reference is hereinafter made, or (subject to the transfer restrictions
hereinabove and hereinafter described) registered assigns, at the office or
agency of the Company in the Borough of Manhattan, The City of New York, the
sum of            
dollars, in installments prior to, and the balance on, November 1, 2011 (the “Term
Loan Maturity Date”), in each case, in such amount as is hereinafter
described for such installment or such balance, as applicable, and in such coin
or currency of the United States of America as at the time of payment is legal
tender for public and private debts, and to pay to the registered owner
interest thereon as hereinafter described in like coin or currency and at such
office or agency.


 


The bonds of the series of which this bond is one have
been issued to Lehman Commercial Paper Inc., as collateral agent (together with
its successors in such capacity, the “Collateral Agent”) under the Bond
Delivery and Collateral Agreement, dated as of November 1, 2004 (as
amended or otherwise modified, or as waived, or as replaced, in each case, from
time to time in accordance with its terms, the “Collateral Agreement”),
between the Company and the Collateral Agent, to secure the obligations of the
Company to pay when due the Term Loan Applicable Share (as hereinafter defined)
of the principal of and interest on the term loans (the “Loans”) made
and outstanding under the Credit Agreement, dated as of November 1, 2004
(as amended or otherwise modified, or as waived, or as replaced, in each case,
from time to time in accordance with its terms, the “Credit Agreement”),
among the Company, the several lenders from time to time parties thereto (the “Lenders”),
Lehman Brothers Inc. and Deutsche Bank Securities Inc., as joint lead arrangers
and joint bookrunners, Deutsche Bank Securities Inc., as syndication agent,
Union Bank of California, N.A. and KeyBank National Association, as
co-documentation agents, Lehman Commercial Paper Inc., as administrative agent
(in such capacity, the “Administrative Agent”) and the Collateral Agent.


 


B-1





















 


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


 


This instrument shall not become obligatory until The
Bank of New York (successor to Morgan Guaranty Trust Company of New York), the
Corporate Trustee under the Mortgage (referred to on the reverse hereof), or
its successors thereunder, shall have signed the form of authentication
certificate endorsed hereon.


 


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


 


Dated:


 


	
   

  	
  NORTHWESTERN
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  [Title]

  



 


Attest:


 


 


	
   

  	
   

  
	
  [Title]

  



 


(Seal)


 


CORPORATE TRUSTEE’S

AUTHENTICATION CERTIFICATE


 


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


 


	
   

  	
  THE BANK OF NEW
  YORK,

  
	
   

  	
  as Corporate Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized
  Signatory

  



 


B-2





















 


[FORM OF REVERSE OF BOND]


 


General


 


This bond is one of an issue of bonds of the Company
issuable in series and is one of a series known as its First Mortgage Bonds,
Collateral (2004) Series B, due 2011 (sometimes herein referred to as the “Bonds
of the Twenty-fifth Series”), all bonds of all series issued and to be
issued under and equally secured (except in so far as any sinking or other
fund, established in accordance with the provisions of the Mortgage hereinafter
mentioned, may afford additional security for the bonds of any particular
series) by a Mortgage and Deed of Trust (herein, together with any indenture
supplemental thereto, including the Twenty-fourth Supplemental Indenture dated
as of November 1, 2004 (the “Twenty-fourth Supplemental Indenture”),
called the “Mortgage”), dated as of October 1, 1945, executed by The Montana
Power Company (NorthWestern Corporation, successor thereunder) to Guaranty
Trust Company of New York (The Bank of New York, successor thereunder) and
Arthur E. Burke (MaryBeth Lewicki, successor thereunder), as Trustees.  Reference is made to the Mortgage for a
description of the property mortgaged and pledged, the nature and extent of the
security, the rights of the holders of the bonds and of the Trustees in respect
thereof, the duties and immunities of the Trustees, the terms and conditions
upon which the bonds are and are to be secured, the circumstances under which
additional bonds may be issued and the definition of any capitalized term used
herein but not defined herein. With the consent of the Company and to the
extent permitted by and as provided in the Mortgage, the rights and obligations
of the Company and/or the rights of the holders of the bonds and/or coupons
and/or the terms and provisions of the Mortgage may be modified or altered by
affirmative vote of the holders of at least 66-2/3% in principal amount of the
bonds then Outstanding under the Mortgage and, if the rights of the holders of
one or more, but less than all, series of bonds then Outstanding are to be
affected, then also by affirmative vote of the holders of at least 66-2/3% in
principal amount of the bonds then Outstanding of each series of bonds so to be
affected (excluding in any case bonds disqualified from voting by reason of the
Company’s interest therein as provided in the Mortgage); provided that, without the consent of the
holder hereof, no such modification or alteration shall, among other things,
impair or affect the right of the holder to receive payment of the principal of
and interest on this bond, on or after the respective due dates expressed
herein, or permit the creation of any lien equal or prior to the lien of the
Mortgage or deprive the holder of the benefit of a lien on the mortgaged and
pledged property.


 


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


 


No recourse shall be had for the payment of the
principal of or interest on this bond against any incorporator or any past,
present or future subscriber to the capital stock, stockholder, officer or
director of the Company or of any predecessor or successor corporation, as
such, either directly or through the Company or any predecessor or successor 


 


B-3





















 


corporation, under any
rule of law, statute or constitution or by the enforcement of any assessment or
otherwise, all such liability of incorporators, subscribers, stockholders,
officers and directors being released by the holder or owner hereof by the
acceptance of this bond and being likewise waived and released by the terms of
the Mortgage.


 


Transfer Provisions and
Restrictions


 


Bonds of the Twenty-fifth Series shall not be
transferable except to any successor Collateral Agent under the Collateral
Agreement.  As a condition precedent to
any transfer of the Bonds of the Twenty-fifth Series by the Collateral Agent,
the Collateral Agent shall submit to the Company, the Corporate Trustee and, if
applicable, any bond registrar or transfer agent for the Bonds of the
Twenty-fifth Series (in addition to all other documents and instruments
required to be submitted pursuant to the Mortgage) a certificate of the
Collateral Agent, signed by a person purporting to be its duly authorized officer,
certifying that the transferee in such transfer is a successor Collateral Agent
under the Collateral Agreement (and the Corporate Trustee may conclusively
presume the statements in any such certificate of the Collateral Agent to be
correct and shall be fully protected in relying thereon).


 


Any such transfer is to be made as prescribed in the
Mortgage by the registered owner hereof in person, or by his duly authorized
attorney, at the office or agency of the Company in the Borough of Manhattan,
The City of New York, upon surrender and cancellation of the applicable Bond of
the Twenty-fifth Series, and, thereupon, a new fully registered temporary or
definitive bond of the same series for a like principal amount will be issued
to the transferee in exchange therefor as provided in the Mortgage.  The Company and the Trustees may deem and
treat the person in whose name any Bond of the Twenty-fifth Series is
registered as the absolute owner thereof for the purpose of receiving payment
and for all other purposes and neither the Company nor the Trustees shall be
affected by any notice to the contrary.


 


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


 


As provided in the Mortgage, the Company shall not be
required to make transfers or exchanges of bonds of any series for a period of
ten days next preceding any interest payment date for bonds of said series, or
next preceding any designation of bonds of said series to be redeemed; provided, however, that pursuant to a
waiver by the Company in the Twenty-fourth Supplemental Indenture, these
restrictions shall not be applicable to any transfer of the Bonds of the
Twenty-fifth Series to a successor Collateral Agent under the Collateral
Agreement.


 


B-4





















 


Principal


 


Principal of the Bonds of the Twenty-fifth Series, of
which this bond is one, is scheduled to be paid as
follows:  (i) an installment of the principal of the Bonds of
the Twenty-fifth Series in an amount equal to $180,000 (said amount
representing one quarter of one percent (0.25%) of the original aggregate
principal amount of the Bonds of the Twenty-fifth Series) to be payable on each
March 31, June 30, September 30 and December 31, commencing
March 31, 2005 and continuing through and including September 30,
2010, (ii) an installment of the principal amount of the Bonds of the
Twenty-fifth Series in an amount equal to $16,920,000 (said amount representing
twenty-three and one-half percent (23.5%) of the original aggregate principal amount
of the Bonds of the Twenty-fifth Series) to be payable on
December 31, 2010, March 31, 2011 and June 30, 2011, and
(iii) the balance of the principal of the Bonds of the Twenty-fifth Series
to be payable on the Term Loan Maturity Date; in each case, unless an equal
installment or balance of the principal of the Term Loans is not due and
payable on such day or on the Term Loan Maturity Date, as applicable, in
accordance with the Credit Agreement by reason of prior prepayment of the Term
Loans (in which event, there shall be due and payable on the Bonds of the
Twenty-fifth Series on such day or on the Term Loan Maturity Date, as
applicable, an amount of principal of said Bonds equal to the Term Loan
Applicable Share of the amount of principal of the Term Loans that is payable
on such day or on the Term Loan Maturity Date, as applicable, in accordance
with the Credit Agreement).


 


Interest


 


The unpaid principal amount of the Bonds of the
Twenty-fifth Series, of which this bond is one, bears interest at one or more
variable interest rates per annum which rate or rates for each day shall be
equal to the rate or rates per annum borne by the Term Loans in accordance with
the Credit Agreement for such day (calculated in the manner provided in the
Credit Agreement for the calculation of interest on the Term Loans), payable on
each day on which interest is payable on the Term Loans in accordance with the
Credit Agreement (and in an amount equal to the Term Loan Applicable Share of
the amount of interest that is payable on the Term Loans on such day in
accordance with the Credit Agreement) to the Collateral Agent, as the
registered owner, without regard to, or necessity for, any record date.


 


Term Loan Applicable
Share


 


As used herein, “Term Loan Applicable Share” means,
as of any day, a fraction (expressed as a percentage rounded to the second
decimal place), (i) the numerator of which is the aggregate principal
amount of the Bonds of the Twenty-fifth Series that are Outstanding on such
day, and (ii) the denominator of which is the sum of (a) the
aggregate principal amount of the Bonds of the Twenty-fifth Series that are
Outstanding on such day, plus (b) the aggregate principal amount of the
First Mortgage Bonds, Collateral (2004) Series B, due 2011, of the Company
(the “South Dakota Term Loan Bonds”) that are outstanding on such day
under the Company’s South Dakota Mortgage (as defined in the Twenty-fourth
Supplemental Indenture).  Simultaneously
with the issuance and registration 


 


B-5





















 


of the Bonds of the
Twenty-fifth Series in the name of the Collateral Agent (for the same purpose),
the South Dakota Term Loan Bonds were issued to the Collateral Agent to secure
the obligations of the Company to pay when due a portion of the principal of
and interest on the Term Loans.


 


Redemption


 


Bonds of the Twenty-fifth Series, of which this bond
is one, shall be subject to redemption as follows (but shall not otherwise be
or become subject to redemption, whether at the option of the holders thereof
or the Company or pursuant to any other requirements or provisions of the
Indenture):  (A) on each day on which the Term Loans are prepaid
in accordance with the Credit Agreement, Bonds of the Twenty-fifth Series shall
be deemed to have been redeemed in an aggregate principal amount equal to the
Term Loan Applicable Share of the aggregate principal amount of the Term Loans
that are so prepaid on such day (a “Term Loan Prepayment Redemption”);
and (B) on each day on which the Term Loans are accelerated in accordance
with the Credit Agreement (an “Acceleration Redemption Date”), the
entire aggregate principal amount of the Bonds of the Twenty-fifth Series shall
be subject to mandatory redemption by the Company (the “Acceleration
Redemption”); in each case, without any necessity for notice or call by the
Company or by the Corporate Trustee (such notice and call being waived by the
registered owners of the Bonds of the Twenty-fifth Series by the acceptance of
the Bonds of the Twenty-fifth Series and in connection with each Redemption
Demand hereinafter described); provided, however, that in the event of a rescission or annulment of
the acceleration of the Term Loans pursuant to the Credit Agreement or
otherwise, the related Acceleration Redemption shall be deemed to be rescinded
or annulled (without prejudice to the occurrence of another Acceleration
Redemption upon and by reason of a subsequent acceleration of the Term Loans in
accordance with the Credit Agreement). 
Acceleration Redemption of Bonds of the Twenty-fifth Series on an
Acceleration Redemption Date shall be at a redemption price equal to the
principal amount of the Bonds of the Twenty-fifth Series (without premium),
together with interest accrued on said principal to and including such Acceleration
Redemption Date (collectively, an “Acceleration Redemption Amount”); and
such Acceleration Redemption Amount shall be due and payable on the Bonds of
the Twenty-fifth Series on such Acceleration Redemption Date.  In the event of any failure by the Company to
pay when due the Acceleration Redemption Amount with respect to an Acceleration
Redemption of Bonds of the Twenty-fifth Series, interest shall accrue on such
unpaid Acceleration Redemption Amount at the rates (and in amounts equal to the
Term Loan Applicable Share of the amounts) of interest that accrue on the
corresponding unpaid principal of and interest on the Term Loans in accordance
with the Credit Agreement.


 


The Corporate Trustee may conclusively presume that no
redemption of Bonds of the Twenty-fifth Series is deemed to have occurred (in
the case of a Term Loan Prepayment Redemption) or is required (in the case of
an Acceleration Redemption) unless and until it shall have received a written
notice from the Administrative Agent, signed by a person purporting to be its
duly authorized officer, stating that Term Loans have been 


 


B-6





















 


prepaid or have been
accelerated, in either case, in 
accordance with the Credit Agreement (a “Redemption Demand”).  Each Redemption Demand also shall state
(i) the date on which the Term Loans were prepaid or accelerated in
accordance with the Credit Agreement, (ii) the principal amount of the
Term Loans so prepaid or accelerated on such date, (iii) the principal
amount of Bonds of the Twenty-fifth Series that are deemed to have been
redeemed or are to be redeemed on such date in accordance with the
Twenty-fourth Supplemental Indenture by reason of such prepayment or
acceleration, and (iv)  in the case of an Acceleration Redemption, the
Redemption Amount payable with respect to the Bonds of the Twenty-fifth Series
(determined in accordance with the Twenty-fourth Supplemental Indenture) and
setting forth the amounts of the respective portions thereof representing principal
of and interest on the Bonds of the Twenty-fifth Series.  Each Redemption Demand shall be deemed to
constitute a written waiver by the Collateral Agent, as registered owner of all
Bonds of the Twenty-fifth Series then Outstanding, of notice of redemption and
call for redemption by the Company or the Corporate Trustee of the Bonds of the
Twenty-fifth Series deemed redeemed or subject to redemption as described in
such Redemption Demand.  The Corporate
Trustee may conclusively presume the statements contained in each Redemption
Demand to be correct (and the Corporate Trustee shall be fully protected in
relying thereon).


 


The Corporate Trustee may conclusively presume that no
rescission or annulment of the Acceleration Redemption (in respect of which the
Corporate Trustee has received a Redemption Demand) is required unless and
until it shall have received a written notice from the Administrative Agent,
signed by a person purporting to be its duly authorized officer, stating that
the acceleration of the Term Loans has been rescinded or annulled in accordance
with the Credit Agreement or otherwise (a “Rescission Notice”).  Each Rescission Notice also shall state the
date on which the acceleration of the Term Loans was rescinded or annulled in
accordance with the Credit Agreement or otherwise and, as consequence, the
redemption of the Bonds of the Twenty-fifth Series was rescinded or annulled in
accordance with the Twenty-fourth Supplemental Indenture.  The Corporate Trustee may conclusively
presume the statements contained in any Rescission Notice to be correct (and
the Corporate Trustee shall be fully protected in relying thereon).


 


Additional Terms


 


Bonds of the Twenty-fifth Series, of which this bond
is one, shall be subject to the following other terms and conditions:


 


(I)            It
is expressly stated (for the avoidance of any doubt) that, notwithstanding
anything in this bond or the Twenty-fourth Supplemental Indenture to the
contrary (other than the provisions of subdivision III below) each payment
of principal of or interest on the Bonds of the Twenty-fifth Series that
becomes due and payable on any day (whether by reason of stated due date,
acceleration, redemption or otherwise) shall correspond to, and be equal to the
Term Loan Applicable Share of, a payment of principal of or interest on the
Term Loans that becomes due and payable on such day in accordance with the
Credit Agreement.


 


B-7





















 


(II)           The
obligation of the Company to make each payment of principal of or interest on
the Bonds of the Twenty-fifth Series that becomes due and payable in accordance
with the Twenty-fourth Supplemental Indenture (A) shall be fully satisfied
and discharged if the corresponding payment of the principal of or interest on
the Term Loans shall have been fully paid under and in accordance with the
Credit Agreement, and (B) shall be partially satisfied and discharged if
the corresponding payment of the principal of or interest on the Term Loans
shall have been partially paid under and in accordance with the Credit
Agreement (such partial satisfaction and discharge with respect to the Bonds of
the Twenty-fifth Series to be in an amount equal to the Term Loan Applicable
Share of the amount of such partial payment with respect to the Term Loans).


 


(III)         Nothing
in any of the Bonds of the Twenty-fifth Series (including, without limitation,
any reference to the principal payable with respect to the Bonds of the
Twenty-fifth Series being determined on the basis of the Term Loan Applicable Share
of the principal payable with respect to the Term Loans) shall, or shall be
deemed or construed to, (A) increase the aggregate principal amount of the
Bonds of the Twenty-fifth Series that are Outstanding from time to time,
(B) cause or permit an amount of principal of the Bonds of the
Twenty-fifth Series to be or to become due and payable which, when added to all
other principal of such Bonds theretofore paid, exceeds $72,000,000, or
(C) cause or permit to be or to become due and payable interest on the
Bonds of the Twenty-fifth Series which is payable on any principal of the Bonds
of the Twenty-fifth Series that is in excess of the principal of the Bonds of
the Twenty-fifth Series as restricted pursuant to the preceding
clauses (A) and (B).


 


B-8





















 


Exhibit C to

Twenty-fourth Supplemental Indenture


 


Form of Bond of the Twenty-sixth Series


 


 


Exhibit C


 





















 


[FORM OF FIRST MORTGAGE BOND, COLLATERAL (2004) SERIES
C, DUE 2014]


 


THIS BOND IS NOT TRANSFERABLE EXCEPT TO A SUCCESSOR
TRUSTEE UNDER THE SENIOR NOTE INDENTURE (AS IDENTIFIED AND DEFINED BELOW).


 


NORTHWESTERN CORPORATION


 


First Mortgage Bond,

Collateral (2004) Series C, due 2014


 


	
  No. R-

  	
  $

  



 


NORTHWESTERN CORPORATION, a corporation organized and
existing under the laws of the State of Delaware (the “Company”), for
value received, hereby promises to pay to U.S. BANK, NATIONAL ASSOCIATION, AS
TRUSTEE UNDER THE SENIOR NOTE INDENTURE to which reference is hereinafter made,
or (subject to the transfer restrictions hereinbefore and hereinafter
described) registered assigns, at the office or agency of the Company in the
Borough of Manhattan, The City of New York, the sum of
              
dollars, on November 1, 2014 (the “Senior Note Maturity Date”), in such
coin or currency of the United States of America as at the time of payment is
legal tender for public and private debts, and to pay to the registered owner
interest thereon as hereinafter described in like coin or currency and at such
office or agency.


 


The bonds of the series of which this bond is one have
been issued to U.S. Bank, National Association, as trustee (together with its
successors in such capacity, the “Senior Note Trustee”) under the
Indenture, dated as of November 1, 2004, between the Company and the
Senior Note Trustee, as supplemented and amended by Supplemental Indenture
No. 1, dated as of November 1, 2004 (as so supplemented and amended
and as may be further supplemented, amended or otherwise modified in accordance
with its terms, the “Senior Note Indenture”), to be owned and held by
the Senior Note Trustee under the terms of the Senior Note Indenture as
security for the payment of the principal of, premium (if any) and interest on
a series of senior secured notes of the Company issued pursuant to the Senior
Note Indenture designated “Senior Secured Notes, 5.875% Series A due 2014”
(the “Series A Senior Notes”) and, if and to the extent issued and
delivered in exchange for the Series A Senior Notes subject to and in
accordance with the Senior Note Indenture, a series of senior secured notes of
the Company designated “Senior Secured Notes, 5.875% Exchange Series A due
2014” (the “Series A Exchange Notes”). 
The Series A Notes and, if and to the extent issued in exchange for
Series A Senior Notes subject to and in accordance with the Senior Indenture,
the Series A Exchange Notes are referred to hereinafter, collectively, as the “Senior
Notes”.  For purposes of the Senior
Note Indenture, Bonds of the Twenty-sixth Series, together with the South
Dakota Senior Notes Bonds (as such term is hereinafter defined), are “the ‘related’
or ‘corresponding’ First Mortgage Bonds” with respect to the Senior Notes.


 


C-1





















 


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


 


This instrument shall not become obligatory until The
Bank of New York (successor to Morgan Guaranty Trust Company of New York), the
Corporate Trustee under the Mortgage (referred to on the reverse hereof), or
its successors thereunder, shall have signed the form of authentication
certificate endorsed hereon.


 


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


 


Dated:


 


	
   

  	
  NORTHWESTERN
  CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  [Title]

  



 


Attest:


 


 


	
   

  	
   

  
	
  [Title]

  



 


(Seal)


 


CORPORATE TRUSTEE’S

AUTHENTICATION CERTIFICATE


 


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


 


	
   

  	
  THE BANK OF NEW
  YORK,

  
	
   

  	
  as Corporate Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized
  Signatory

  



 


C-2





















 


[FORM OF REVERSE OF BOND]


 


General


 


This bond is one of an issue of bonds of the Company
issuable in series and is one of a series known as its First Mortgage Bonds,
Collateral (2004) Series C, due 2014 (sometimes herein referred to as the “Bonds
of the Twenty-sixth Series”), all bonds of all series issued and to be
issued under and equally secured (except in so far as any sinking or other
fund, established in accordance with the provisions of the Mortgage hereinafter
mentioned, may afford additional security for the bonds of any particular
series) by a Mortgage and Deed of Trust (herein, together with any indenture
supplemental thereto, including the Twenty-fourth Supplemental Indenture dated
as of November 1, 2004 (the “Twenty-fourth Supplemental Indenture”),
called the “Mortgage”), dated as of October 1, 1945, executed by The
Montana Power Company (NorthWestern Corporation, successor thereunder) to
Guaranty Trust Company of New York (The Bank of New York, successor thereunder)
and Arthur E. Burke (MaryBeth Lewicki, successor thereunder), as Trustees.  Reference is made to the Mortgage for a
description of the property mortgaged and pledged, the nature and extent of the
security, the rights of the holders of the bonds and of the Trustees in respect
thereof, the duties and immunities of the Trustees, the terms and conditions
upon which the bonds are and are to be secured, the circumstances under which
additional bonds may be issued and the definition of any capitalized term used
herein but not defined herein. With the consent of the Company and to the
extent permitted by and as provided in the Mortgage, the rights and obligations
of the Company and/or the rights of the holders of the bonds and/or coupons
and/or the terms and provisions of the Mortgage may be modified or altered by
affirmative vote of the holders of at least 66-2/3% in principal amount of the
bonds then Outstanding under the Mortgage and, if the rights of the holders of
one or more, but less than all, series of bonds then Outstanding are to be
affected, then also by affirmative vote of the holders of at least 66-2/3% in
principal amount of the bonds then Outstanding of each series of bonds so to be
affected (excluding in any case bonds disqualified from voting by reason of the
Company’s interest therein as provided in the Mortgage); provided that, without the consent of the
holder hereof, no such modification or alteration shall, among other things,
impair or affect the right of the holder to receive payment of the principal of
and interest on this bond, on or after the respective due dates expressed
herein, or permit the creation of any lien equal or prior to the lien of the
Mortgage or deprive the holder of the benefit of a lien on the mortgaged and
pledged property.


 


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


 


No recourse shall be had for the payment of the
principal of or interest on this bond against any incorporator or any past,
present or future subscriber to the capital stock, stockholder, officer or
director of the Company or of any predecessor or successor corporation, as
such, either directly or through the Company or any predecessor or successor 


 


C-3





















 


corporation, under any
rule of law, statute or constitution or by the enforcement of any assessment or
otherwise, all such liability of incorporators, subscribers, stockholders,
officers and directors being released by the holder or owner hereof by the
acceptance of this bond and being likewise waived and released by the terms of
the Mortgage.


 


Transfer Provisions and
Restrictions


 


Bonds of the Twenty-sixth Series shall not be
transferable except to any successor Senior Note Trustee under the Senior Note
Indenture.  As a condition precedent to
any transfer of the Bonds of the Twenty-sixth Series by the Senior Note
Trustee, the Senior Note Trustee shall submit to the Company, the Corporate
Trustee and, if applicable, any bond registrar or transfer agent for the Bonds
of the Twenty-sixth Series (in addition to all other documents and instruments
required to be submitted pursuant to the Mortgage) a certificate of the Senior
Note Trustee, signed by a person purporting to be its duly authorized officer,
certifying that the transferee in such transfer is a successor Senior Note
Trustee under the Senior Note Indenture (and the Corporate Trustee may
conclusively presume the statements in any such certificate of the Senior Note
Trustee to be correct and shall be fully protected in relying thereon).


 


Any such transfer is to be made as prescribed in the
Mortgage by the registered owner hereof in person, or by his duly authorized
attorney, at the office or agency of the Company in the Borough of Manhattan,
The City of New York, upon surrender and cancellation of the applicable Bond of
the Twenty-sixth Series, and, thereupon, a new fully registered temporary or
definitive bond of the same series for a like principal amount will be issued
to the transferee in exchange therefor as provided in the Mortgage.  The Company and the Trustees may deem and
treat the person in whose name any Bond of the Twenty-sixth Series is
registered as the absolute owner thereof for the purpose of receiving payment
and for all other purposes and neither the Company nor the Trustees shall be
affected by any notice to the contrary.


 


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


 


As provided in the Mortgage, the Company shall not be
required to make transfers or exchanges of bonds of any series for a period of
ten days next preceding any interest payment date for bonds of said series, or
next preceding any designation of bonds of said series to be redeemed; provided, however, that pursuant to a
waiver by the Company in the Twenty-fourth Supplemental Indenture, these
restrictions shall not be applicable to any transfer of the Bonds of the
Twenty-sixth Series to a successor Senior Note Trustee under the Senior Note
Indenture.


 


C-4





















 


Principal


 


The unpaid principal of the Bonds of the Twenty-sixth
Series, of which this bond is one, is scheduled to be paid on the Senior Notes
Maturity Date.


 


Interest


 


The unpaid principal amount of the Bonds of the
Twenty-sixth Series, of which this bond is one, bears interest at the rate of
five and seven-eighths percent 5.875% per annum (calculated in the same manner
as interest is calculated on the Senior Notes in accordance with the Senior
Note Indenture), payable semiannually on the first (1st) day of each May and
November, commencing on May 1, 2005 and continuing until the
principal of the Bonds of the Twenty-sixth Series is paid (or provided for in
accordance with the Senior Note Indenture), to the Senior Note Trustee as the
registered owner, without regard to, or necessity for, any record date.


 


Senior Notes Applicable
Share


 


As used herein, “Senior Notes Applicable Share”
means, as of any day, a fraction (expressed as a percentage rounded to the
eighth decimal place), (i) the numerator of which is the aggregate
principal amount of the Bonds of the Twenty-sixth Series that are Outstanding
on such day, and (ii) the denominator of which is the sum of (a) the
aggregate principal amount of the Bonds of the Twenty-sixth Series that are
Outstanding on such day, plus (b) the aggregate principal amount of the
First Mortgage Bonds, Collateral (2004) Series C, due 2014, of the Company
(the “South Dakota Senior Notes Bonds”) that are outstanding on such day
under the Company’s South Dakota Mortgage (as defined in the Twenty-fourth
Supplemental Indenture).  Simultaneously
with issuance and registration of the Bonds of the Twenty-sixth Series in the
name of the Senior Note Trustee (for the same purpose), the South Dakota Senior
Notes Bonds were issued to and registered in the name of the Senior Note
Trustee, to be owned and held by the Senior Note Trustee under the terms of the
Senior Note Indenture as security for the payment of the principal of, premium
(if any) and interest on the Senior Notes.


 


Redemption


 


Bonds of the Twenty-sixth Series, of which this bond
is one, shall be subject to redemption as follows (but shall not otherwise be
or become subject to redemption, whether at the option of the holders thereof
or the Company or pursuant to any other requirements or provisions of the
Indenture):  (A) on each day on which Senior Notes become due
and payable in accordance with Section 405 of the Senior Note Indenture by
reason of redemption in accordance with the Senior Note Indenture (a “Senior
Notes Redemption Payment Date”), Bonds of the Twenty-sixth Series shall be
subject to mandatory redemption by the Company in an aggregate principal amount
equal to the Senior Notes Applicable Share of the aggregate principal amount of
the Senior Notes that become so due and payable on such Senior Notes Redemption
Payment Date (a “Corresponding 


 


C-5





















 


Redemption”);
and (B) on each day on which the Senior Notes become due and payable in
accordance with Section 702 of the Senior Note Indenture by reason of
acceleration of the Senior Notes in accordance with the Senior Note Indenture
(a “Senior Notes Acceleration Payment Date”), the entire aggregate
principal amount of the Bonds of the Twenty-sixth Series shall be subject to
mandatory redemption by the Company (an “Acceleration Redemption”); in
each case, without any necessity for notice or call by the Company or by the
Corporate Trustee (such notice and call being waived by the registered owners
of the Bonds of the Twenty-sixth Series by the acceptance of the Bonds of the
Twenty-sixth Series and in connection with each Redemption Demand hereinafter
described); provided, however, that in the event of a rescission
or annulment of the acceleration of the Senior Notes pursuant to the Senior
Note Indenture, the related Acceleration Redemption shall be deemed to be
rescinded or annulled (without prejudice to the occurrence of another
Acceleration Redemption upon and by reason of a subsequent acceleration of the
Senior Notes in accordance with the Senior Note Indenture).


 


Each Corresponding Redemption of Bonds of the
Twenty-sixth Series on a Senior Notes Redemption Payment Date shall be at a
redemption price equal to the redemption price payable in connection with the
redemption of Senior Notes to which it corresponds (consisting of principal of
and, if applicable to such redemption of Senior Notes in accordance with the
Senior Note Indenture, premium on such Senior Notes), together with interest
accrued on the principal included in such redemption price to such Senior Notes
Redemption Payment Date (a “Corresponding Redemption Amount”); and such
Corresponding Redemption Amount shall be due and payable on such Senior Notes
Redemption Payment Date.  Each
Acceleration Redemption of Bonds of the Twenty-sixth Series on a Senior Notes
Acceleration Payment Date shall be at a redemption price equal to the principal
amount of the Bonds of the Twenty-sixth Series (without premium), together with
interest accrued on said principal to such Senior Notes Acceleration Payment
Date (an “Acceleration Redemption Amount”); and such Acceleration
Redemption Amount shall be due and payable on such Senior Notes Acceleration Payment
Date.  In the event of any failure by the
Company to pay when due the Corresponding Redemption Amount with respect to a
Corresponding Redemption of Bonds of the Twenty-sixth Series or the
Acceleration Redemption Amount with respect to an Acceleration Redemption of
Bonds of the Twenty-sixth Series, interest shall accrue on such unpaid
Corresponding Redemption Amount or such unpaid Acceleration Redemption Amount
at the rates (and in amounts equal to the Senior Notes Applicable Share of the
amounts) of interest that accrue on the corresponding unpaid principal of,
premium (if any) and interest on the Senior Notes in accordance with the Senior
Note Indenture.


 


The Corporate Trustee may conclusively presume that no
redemption of Bonds of the Twenty-sixth Series is required unless and until it
shall have received a written notice from the Senior Note Trustee, signed by a
person purporting to be its duly authorized officer, stating that Senior Notes
became due and payable pursuant to Section 405 or 702 of the Senior Note
Indenture by reason of redemption or acceleration in accordance with the Senior
Note Indenture (a “Redemption Demand”). 
Each Redemption Demand also shall 


 


C-6





















 


state (i) the date on
which Senior Notes became due and payable by reason of redemption or
acceleration in accordance with the Senior Note Indenture, (ii) the principal
amount of the Senior Notes that became so due and payable on such date, (iii)
the principal amount of Bonds of the Twenty-sixth Series to be redeemed on such
date in accordance with this Twenty-fourth Supplemental Indenture by reason of
such redemption or acceleration, and (iv) the Corresponding Redemption Amount
or the Acceleration Redemption Amount payable on such date with respect to
Bonds of the Twenty-sixth Series (determined in accordance with the
Twenty-fourth Supplemental Indenture) and setting forth the amounts of the
respective portions thereof representing principal of, premium (if any) and
interest on the Bonds of the Twenty-sixth Series.  Each Redemption Demand shall be deemed to
constitute a waiver by the Senior Note Trustee, as registered owner of all
Bonds of the Twenty-sixth Series then Outstanding, of notice of redemption and
call for redemption by the Company or the Corporate Trustee of the Bonds of the
Twenty-sixth Series subject to redemption as described in such Redemption
Demand.  The Corporate Trustee may
conclusively presume the statements contained in each Redemption Demand to be
correct (and the Corporate Trustee shall be fully protected in relying
thereon).


 


The Corporate Trustee may conclusively presume that no
rescission or annulment of an Acceleration Redemption (in respect of which the
Corporate Trustee has received a Redemption Demand) is required unless and
until it shall have received a written notice from the Senior Note Trustee,
signed by a person purporting to be its duly authorized officer, stating that
the acceleration of the Senior Notes has been rescinded or annulled in
accordance with the Senior Note Indenture (a “Rescission Notice”).  Each Rescission Notice also shall state the
date on which the acceleration of the Senior Notes was rescinded or annulled in
accordance with the Senior Note Indenture and, as consequence, the acceleration
of the Bonds of the Twenty-sixth Series was rescinded or annulled in accordance
with the Twenty-fourth Supplemental Indenture. 
The Corporate Trustee may conclusively presume the statements contained
in any Rescission Notice to be correct (and the Corporate Trustee shall be
fully protected in relying thereon).


 


Additional Terms


 


Bonds of the Twenty-sixth Series, of which this bond
is one, shall be subject to the following other terms and conditions:


 


(I)            It
is expressly stated (for the avoidance of any doubt) that, notwithstanding
anything in this bond or the Twenty-fourth Supplemental Indenture to the
contrary (other than the provisions of subdivision (III) below), each
payment of principal of, premium (if any) or interest on the Bonds of the
Twenty-sixth Series that becomes due and payable on any day (whether by reason
of stated due date, acceleration, redemption or otherwise) shall correspond to,
and be equal to the Senior Notes Applicable Share of, a payment of principal
of, premium (if any) or interest on the Senior Notes that becomes due and
payable on such day in accordance with the Senior Note Indenture.


 


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(II)           The
obligation of the Company to make each payment of principal of, premium (if
any) or interest on the Bonds of the Twenty-sixth Series that becomes due and
payable in accordance with the Twenty-fourth Supplemental Indenture
(A) shall be fully satisfied and discharged if the corresponding payment
of the principal of, premium (if any) or interest on the Senior Notes shall
have been fully paid, or if provision for the full payment thereof shall been
made (by depositing moneys sufficient for such full payment with the Senior
Note Trustee), in either case under and in accordance with the Senior Note
Indenture, and (B) shall be partially satisfied and discharged if the
corresponding payment of the principal of, premium (if any) or interest on the
Senior Notes shall have been partially paid, or if provision for the partial
payment thereof shall have been made (by depositing moneys sufficient for such
partial payment with the Senior Note Trustee), in either case, under and in
accordance with the Senior Note Indenture (such partial satisfaction and
discharge with respect to the Bonds of the Twenty-sixth Series to be in an
amount equal to the Senior Notes Applicable Share of the amount of such partial
payment or provision for partial payment with respect to the Senior Notes).


 


(III)         Nothing
in any of the Bonds of the Twenty-sixth Series (including, without limitation,
any reference to the principal payable with respect to the Bonds of the
Twenty-sixth Series being determined on the basis of the Senior Notes
Applicable Share of the principal payable with respect to the Senior Notes)
shall, or shall be deemed or construed to, (A) increase the aggregate
principal amount of the Bonds of the Twenty-sixth Series that are Outstanding
from time to time, (B) cause or permit an amount of principal of the Bonds
of the Twenty-sixth Series to be or to become due and payable which, when added
to all other principal of such Bonds theretofore paid, exceeds $161,000,000, or
(C) cause or permit to be or to become due and payable interest on the
Bonds of the Twenty-sixth Series which is payable on any principal of the Bonds
of the Twenty-sixth Series that is in excess of the principal of the Bonds of
the Twenty-sixth Series as restricted pursuant to the preceding
clauses (A) and (B).


 


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